Common use of Upon Issuance of Additional Securities Clause in Contracts

Upon Issuance of Additional Securities. Upon the issuance by the General Partner of any Additional Securities (including pursuant to the General Partner’s distribution reinvestment plan) other than to all holders of REIT Shares, the General Partner shall contribute any net proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through the General Partner, to the Partnership in return for, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights such that their economic interests are substantially similar to those of the Additional Securities; provided, however, that the General Partner is allowed to issue Additional Securities in connection with an acquisition of assets that would not be owned directly or indirectly by the Partnership, but if and only if, such acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests of the General Partner and the Partnership; provided further, that the General Partner is allowed to use net proceeds from the issuance and sale of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase plan. Without limiting the foregoing, the General Partner is expressly authorized to issue Additional Securities for less than fair market value, and to cause the Partnership to issue to the General Partner corresponding Partnership Interests, so long as the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership. Without limiting the foregoing, if the General Partner issues REIT Shares of any Class for a cash purchase price and contributes all of the net proceeds of such issuance to the Partnership as required hereunder, the General Partner shall be issued a number of additional Partnership Units having the same Class designation as the issued REIT Shares equal to the number of such REIT Shares of that Class issued by the General Partner the proceeds of which were so contributed.

Upon Issuance of Additional Securities. Upon the issuance by the The General Partner of shall not issue any Additional Securities (including pursuant to the General Partner’s distribution reinvestment plan) other than to all holders of REIT Shares, unless (A) the General Partner shall contribute any net proceeds from cause the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through Partnership to issue to the General Partner, to the Partnership in return for, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights rights, all such that their the economic interests are substantially similar to those of the Additional Securities, and (B) the General Partner contributes the proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through the General Partner, to the Partnership; provided, however, that the General Partner is allowed to issue Additional Securities in connection with an acquisition of assets that would not a property to be owned held directly or indirectly by the PartnershipGeneral Partner, but if and only if, such direct acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests of the General Partner and the Partnership; provided further, that Partnership by a majority of the General Partner is allowed to use net proceeds from the issuance and sale of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase planIndependent Directors. Without limiting the foregoing, the General Partner is expressly authorized to issue Additional Securities for less than fair market value, and to cause the Partnership to issue to the General Partner corresponding Partnership Interests, so long as (x) the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership, including without limitation, the issuance of REIT Shares and corresponding Partnership Units pursuant to an employee share purchase plan providing for employee purchases of REIT Shares at a discount from fair market value or employee stock options that have an exercise price that is less than the fair market value of the REIT Shares, either at the time of issuance or at the time of exercise, and (y) the General Partner contributes all proceeds from such issuance to the Partnership. Without limiting For example, in the foregoing, if event the General Partner issues REIT Shares of any Class for a cash purchase price and contributes all of the net proceeds of such issuance to the Partnership as required hereunder, the General Partner shall be issued a number of additional Partnership Units having the same Class designation as the issued REIT Shares equal to the product of (A) the number of such REIT Shares of that Class issued by the General Partner Partner, the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator of which is 100%, and the denominator of which is the Conversion Factor in effect on the date of such contribution.

Upon Issuance of Additional Securities. Upon the issuance by the The General Partner of shall not issue any Additional Securities additional REIT Shares (including other than REIT Shares issued in connection with an exchange pursuant to the General Partner’s distribution reinvestment planSection 8.04 hereof or a taxable share dividend as described in Section 4.02(a)(i)(2) hereof) or Rights (collectively, “Additional Securities”) other than to all holders of REIT Shares, unless (A) the General Partner shall contribute cause the Partnership to issue to the General Partner (or any net direct or indirect wholly owned Subsidiary of the General Partner) Partnership Units or Rights having designations, preferences and other rights, all such that the economic interests are substantially similar to those of the Additional Securities, and (B) the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner) contributes the proceeds from the issuance of such Additional Securities and from any exercise of rights Rights contained in such Additional Securities, directly and through the General Partner, Securities to the Partnership in return for, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights such that their economic interests are substantially similar to those of the Additional SecuritiesPartnership; provided, however, that the General Partner is allowed to issue Additional Securities in connection with an acquisition of assets that would not Property to be owned held directly or indirectly by the PartnershipGeneral Partner (or any direct or indirect wholly owned Subsidiary of the General Partner), but if and only if, such direct acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests by a majority of the General Partner and the Partnership; provided further, that the General Partner is allowed to use net proceeds from the issuance and sale of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase planIndependent Directors. Without limiting the foregoing, the General Partner is expressly authorized to issue Additional Securities for less than fair market value, and the General Partner is authorized to cause the Partnership to issue to the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner) corresponding Partnership InterestsUnits, so long as (x) the General Partner concludes in good faith that such issuance is in the best interests of the Partnership and (y) the General Partner and (or any direct or indirect wholly owned Subsidiary of the General Partner) contributes all proceeds from such issuance to the Partnership, including without limitation, the issuance of REIT Shares and corresponding Partnership Units pursuant to a share purchase plan providing for purchases of REIT Shares at a discount from fair market value or pursuant to share awards, including share options that have an exercise price that is less than the fair market value of the REIT Shares, either at the time of issuance or at the time of exercise, and restricted or other share awards approved by the Board of Directors. Without limiting For example, in the foregoing, if event the General Partner issues REIT Shares of any Class for a cash purchase price and the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner) contributes all of the net proceeds of such issuance to the Partnership as required hereunder, the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner) shall be issued a number of additional Partnership Units having the same Class designation as the issued REIT Shares equal to the product of (A) the number of such REIT Shares of that Class issued by the General Partner Partner, the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator of which is 100%, and the denominator of which is the Conversion Factor in effect on the date of such contribution.

Upon Issuance of Additional Securities. Upon the issuance by the The General Partner of shall not issue any Additional Securities (including pursuant to the General Partner’s distribution reinvestment plan) other than to all holders of REIT Shares, unless (A) the General Partner shall contribute any cause the Partnership to issue to the General Partner, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights, all such that the economic interests are substantially similar to those of the Additional Securities, and (B) the General Partner contributes the net proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through the General Partner, to the Partnership in return for, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights such that their economic interests are substantially similar to those of the Additional SecuritiesPartnership; provided, however, that the General Partner is allowed to issue Additional Securities in connection with an acquisition of assets that would not a property to be owned held directly or indirectly by the PartnershipGeneral Partner, but if and only if, such direct acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests of the General Partner and the Partnership; provided further, that Partnership by a majority of the General Partner is allowed to use net proceeds from Independent Directors (as defined in the issuance and sale Articles of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase planIncorporation). Without limiting the foregoing, the General Partner is expressly authorized to issue Additional Securities for less than fair market value, and to cause the Partnership to issue to the General Partner corresponding Partnership Interests, so long as (x) the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership, including without limitation, the issuance of REIT Shares and corresponding Partnership Units pursuant to an employee share purchase plan providing for employee purchases of REIT Shares at a discount from fair market value or employee stock options that have an exercise price that is less than the fair market value of the REIT Shares, either at the time of issuance or at the time of exercise, and (y) the General Partner contributes all proceeds from such issuance to the Partnership. Without limiting For example, in the foregoing, if event the General Partner issues REIT Shares of any Class for a cash purchase price and contributes all of the net proceeds of such issuance to the Partnership as required hereunder, the General Partner shall be issued a number of additional Partnership Units having the same Class designation as the issued REIT Shares equal to the product of (A) the number of such REIT Shares of that Class issued by the General Partner Partner, the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator of which is 100%, and the denominator of which is the Conversion Factor in effect on the date of such contribution.

Upon Issuance of Additional Securities. Upon the issuance by the General Partner of any Additional Securities (including pursuant to the General Partner’s distribution reinvestment plan) other than to all holders of REIT Shares, the General Partner shall contribute any net proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through the General Partner, to the Partnership in return for, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights such that their economic interests are substantially similar to those of the Additional Securities; provided, however, that the General Partner is allowed to issue Additional Securities in connection with an acquisition of assets that would not be owned directly or indirectly by the Partnership, but if and only if, such acquisition and issuance of Additional Securities have been is approved and determined to be in or not opposed to the best interests of the General Partner and the Partnership; provided further, that the General Partner is allowed to use net proceeds from the issuance and sale of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase plan. Without limiting the foregoing, the General Partner is expressly authorized to issue Additional Securities for less than fair market value, and to cause the Partnership to issue to the General Partner corresponding Partnership Interests, so long as the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership, including without limitation, the issuance of REIT Shares and corresponding Partnership Units pursuant to an employee share purchase plan that provides for employee purchases of REIT Shares at a discount from fair market value or employee stock options that have an exercise price that is less than the fair market value of the REIT Shares, either at the time of issuance or at the time of exercise. Without limiting the foregoing, if the General Partner issues REIT Shares of any Class for a cash purchase price and contributes all of the net proceeds of such issuance to the Partnership as required hereunder, the General Partner shall be issued a number of additional Partnership Units having the same Class designation as the issued REIT Shares equal to the number of such REIT Shares of that Class issued by the General Partner the proceeds of which were so contributed.

Upon Issuance of Additional Securities. Upon After the issuance by Offering, the General Partner of Company shall not issue any Additional Securities additional REIT Shares (including other than REIT Shares issued in connection with a redemption pursuant to Section 7.4 hereof) or rights, options, warrants or convertible or exchangeable securities containing the General Partner’s distribution reinvestment planright to subscribe for or purchase REIT Shares (collectively, "Additional Securities") other than to all holders of REIT Shares, unless (A) the General Partner shall contribute any net proceeds from cause the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through the General Partner, Partnership to issue to the Partnership in return for, as the General Partner may designateCompany or its Affiliates, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights rights, all such that their the economic interests are substantially similar to those of the Additional Securities; provided, howeverand (B) the Company contributes, that the General Partner is allowed to issue Additional Securities in connection with an acquisition of assets that would not be owned directly or indirectly by through one or more Affiliates, the Partnership, but if and only if, such acquisition and issuance of Additional Securities have been approved and determined to be in proceeds or not opposed to the best interests of the General Partner and the Partnership; provided further, that the General Partner is allowed to use net proceeds other property received from the issuance and sale of such Additional Securities and from any exercise of rights contained in such Additional Securities to repurchase REIT Shares pursuant to a share repurchase planthe Partnership. Without limiting the foregoing, the General Partner is expressly authorized to Company may issue Additional Securities for less than fair market value, and as a result the General Partner is expressly authorized to cause the Partnership to issue to the General Partner Company or its Affiliates corresponding Partnership Interests, so long as (x) the General Partner Company concludes in good faith that such issuance is in the best interests of the General Partner Company and the Partnership, and (y) the Company, directly or through one or more Affiliates, contributes all proceeds or other property received from such issuance to the Partnership. Without limiting For example, in the foregoing, if event the General Partner Company issues REIT Common Shares of any Class for a cash purchase price and contributes contributes, directly or through one or more Affiliates, all of the net proceeds of such issuance to the Partnership as required hereunder, the General Partner Company or its Affiliates shall be issued a number of additional Common Partnership Units having the same Class designation as the issued REIT Shares equal to the product of (A) the number of such REIT Common Shares of that Class issued by the General Partner Company, the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator of which is 100%, and the denominator of which is the Conversion Factor in effect on the date of such contribution.

Upon Issuance of Additional Securities. Upon the issuance by the The General Partner of shall not issue any Additional Securities additional REIT Common Shares (including other than (i) REIT Common Shares issued in connection with an exchange pursuant to Section 8.04, (ii) REIT Common Shares issued upon a conversion in accordance with Section 5.4 of the General Partner’s distribution reinvestment planCharter, (iii) REIT Common Shares issued in a taxable share dividend as described in Section 4.02(a)(i)(2)), or (iv) Rights (collectively, “Additional Securities”) other than to all holders of REIT Common Shares, unless (A) the General Partner shall contribute cause the Partnership to issue to the General Partner (or any net direct or indirect wholly owned Subsidiary of the General Partner) Partnership Units or Rights having designations, preferences and other rights, all such that the economic interests are substantially similar to those of the Additional Securities, and (B) the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner) contributes the proceeds from the issuance of such Additional Securities and from any exercise of rights Rights contained in such Additional Securities, directly and through the General Partner, Securities to the Partnership in return for, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights such that their economic interests are substantially similar to those of the Additional SecuritiesPartnership; provided, however, that the General Partner is allowed to issue Additional Securities in connection with an acquisition of assets that would not Property to be owned held directly or indirectly by the PartnershipGeneral Partner, but if and only if, such direct acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests by a majority of the General Partner and the Partnership; provided further, that the General Partner is allowed to use net proceeds from the issuance and sale of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase planIndependent Directors. Without limiting the foregoing, the General Partner is expressly authorized to issue Additional Securities for less than fair market value, and the General Partner is authorized to cause the Partnership to issue to the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner) corresponding Partnership InterestsUnits, so long as (x) the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership and (y) the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner) contributes all proceeds from such issuance to the Partnership, including without limitation, the issuance of REIT Common Shares and corresponding Partnership Units pursuant to a share purchase plan providing for purchases of REIT Common Shares at a discount from fair market value or pursuant to share awards, including share options that have an exercise price that is less than the fair market value of the REIT Common Shares, either at the time of issuance or at the time of exercise, and restricted or other share awards approved by the Board of Directors. Without limiting For example, in the foregoing, if event the General Partner issues REIT Common Shares of any Class for a cash purchase price and the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner) contributes all of the net proceeds of such issuance to the Partnership as required hereunder, the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner) shall be issued a number of additional Partnership Units having the same Class designation as the issued REIT Shares equal to the product of (A) the number of such REIT Common Shares of that Class issued by the General Partner Partner, the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator of which is 100%, and the denominator of which is the Conversion Factor in effect on the date of such contribution.

Upon Issuance of Additional Securities. Upon the issuance by the The General Partner of shall not issue any Additional Securities (including pursuant to the General Partner’s distribution reinvestment plan) other than to all holders of REIT Shares, unless (A) the General Partner shall contribute any net cause the Partnership to issue to the General Partner, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights, all such that the economic interests are substantially similar to those of the Additional Securities, and (B) the General Partner contributes the proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through the General Partner, to the Partnership in return for(without limiting the foregoing, as for example, the Partnership shall issue Partnership Interests consisting of Class I Units to the General Partner may designatein connection with the issuance of Class I REIT Shares, shall issue Partnership Interests or rights, options, warrants or convertible or exchangeable securities consisting of Class T Units to the General Partner in connection with the issuance of Class T REIT Shares and shall issue Partnership having designations, preferences and other rights such that their economic interests are substantially similar Interests consisting of Class W Units to those the General Partner in connection with the issuance of the Additional SecuritiesClass W REIT Shares); provided, however, that the General Partner is allowed to issue Additional Securities in connection with an acquisition of assets that would not a property to be owned held directly or indirectly by the PartnershipGeneral Partner, but if and only if, such direct acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests of the General Partner and the Partnership; provided further, that the General Partner is allowed to use net proceeds from the issuance and sale of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase plan. Without limiting the foregoing, the General Partner is expressly authorized to issue Additional Securities for less than fair market value, and to cause the Partnership to issue to the General Partner corresponding Partnership Interests, so long as (x) the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership. Without limiting , including without limitation, the foregoingissuance of REIT Shares and corresponding Partnership Units pursuant to an employee share purchase plan providing for employee purchases of REIT Shares at a discount from fair market value or employee stock options that have an exercise price that is less than the fair market value of the REIT Shares, if either at the time of issuance or at the time of exercise, and (y) the General Partner issues REIT Shares of any Class for a cash purchase price and contributes all of the net proceeds of from such issuance to the Partnership as required hereunder, the General Partner shall be issued a number of additional Partnership Units having the same Class designation as the issued REIT Shares equal to the number of such REIT Shares of that Class issued by the General Partner the proceeds of which were so contributedPartnership.

Upon Issuance of Additional Securities. Upon the issuance by the The General Partner of shall not issue any Additional Securities additional REIT Shares (including other than REIT Shares issued in connection with an exchange pursuant to the General Partner’s distribution reinvestment planSection 8.04 hereof or a taxable share dividend as described in Section 4.02(a)(1)(B) hereof) or Rights (collectively, “Additional Securities”) other than to all holders of REIT Shares, unless (A) the General Partner shall contribute cause the Partnership to issue to the General Partner (or any net direct or indirect wholly owned Subsidiary of the General Partner) Partnership Units or Rights having designations, preferences and other rights, all such that the economic interests are substantially similar to those of the Additional Securities, and (B) the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner) contributes the proceeds from the issuance of such Additional Securities and from any exercise of rights Rights contained in such Additional Securities, directly and through the General Partner, Securities to the Partnership in return for, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights such that their economic interests are substantially similar to those of the Additional SecuritiesPartnership; provided, however, that the General Partner is allowed to issue Additional Securities in connection with an acquisition of assets that would not Property to be owned held directly or indirectly by the PartnershipGeneral Partner, but if and only if, such direct acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests by a majority of the General Partner and the Partnership; provided further, that the General Partner is allowed to use net proceeds from the issuance and sale of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase planIndependent Directors. Without limiting the foregoing, the General Partner is expressly authorized to issue Additional Securities for less than fair market value, and the General Partner is authorized to cause the Partnership to issue to the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner) corresponding Partnership InterestsUnits, so long as (x) the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership and (y) the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner) contributes all proceeds from such issuance to the Partnership, including without limitation, the issuance of REIT Shares and corresponding Partnership Units pursuant to a share purchase plan providing for purchases of REIT Shares at a discount from fair market value or pursuant to share awards, including share options that have an exercise price that is less than the fair market value of the REIT Shares, either at the time of issuance or at the time of exercise, and restricted or other share awards approved by the Board of Trustees. Without limiting For example, in the foregoing, if event the General Partner issues REIT Shares of any Class for a cash purchase price and the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner) contributes all of the net proceeds of such issuance to the Partnership as required hereunder, the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner) shall be issued a number of additional Partnership Units having the same Class designation as the issued REIT Shares equal to the product of (A) the number of such REIT Shares of that Class issued by the General Partner Partner, the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator of which is 100%, and the denominator of which is the Conversion Factor in effect on the date of such contribution.

Upon Issuance of Additional Securities. Upon the issuance by the The General Partner of shall not issue any Additional Securities (including other than REIT Shares issued in connection with an exchange pursuant to Section 8.04 hereof or REIT Shares or other capital stock of or other interests in the General Partner’s distribution reinvestment planPartner issued in connection with a taxable stock dividend as described in Section 4.02(a)(i)(2) hereof) or Rights other than to all holders of REIT Shares, Preferred Shares, Junior Shares, or New Securities, as the case may be, unless (A) the General Partner shall contribute cause the Partnership to issue to the General Partner (or any net direct or indirect wholly owned Subsidiary of the General Partner) Partnership Units or Rights having designations, preferences and other rights, all such that the economic interests are substantially similar to those of the Additional Securities, and (B) the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner) contributes the proceeds from the issuance of such Additional Securities and from any exercise of rights Rights contained in such Additional Securities, directly and through the General Partner, Securities to the Partnership in return for, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights such that their economic interests are substantially similar to those of the Additional SecuritiesPartnership; provided, however, that the General Partner is allowed to issue Additional Securities in connection with an acquisition of assets that would not Property to be owned held directly or indirectly by the PartnershipGeneral Partner, but if and only if, such direct acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests by a majority of the General Partner and the Partnership; provided further, that the General Partner is allowed to use net proceeds from the issuance and sale of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase planIndependent Directors. Without limiting the foregoing, the General Partner is expressly authorized to issue Additional Securities for less than fair market value, and the General Partner is authorized to cause the Partnership to issue to the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner) corresponding Partnership InterestsUnits, so long as (x) the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership and (y) the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner) contributes all proceeds from such issuance to the Partnership, including without limitation, the issuance of REIT Shares and corresponding Partnership Units pursuant to a stock purchase plan providing for purchases of REIT Shares at a discount from fair market value or pursuant to stock awards, including stock options that have an exercise price that is less than the fair market value of the REIT Shares, either at the time of issuance or at the time of exercise, and restricted or other stock awards approved by the Board of Directors. Without limiting For example, in the foregoing, if event the General Partner issues REIT Shares of any Class for a cash purchase price and the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner) contributes all of the net proceeds of such issuance to the Partnership as required hereunder, the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner) shall be issued a number of additional Partnership Units having the same Class designation as the issued REIT Shares equal to the product of (A) the number of such REIT Shares of that Class issued by the General Partner Partner, the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator of which is 100%, and the denominator of which is the Conversion Factor in effect on the date of such contribution.

Upon Issuance of Additional Securities. Upon the issuance by the The General Partner of shall not issue any Additional Securities (including pursuant to the General Partner’s distribution reinvestment plan) other than to all holders of REIT Shares, unless (A) the General Partner shall contribute any net proceeds from cause the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through Partnership to issue to the General Partner, to the Partnership in return for, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights rights, all such that their the economic interests are substantially similar to those of the Additional Securities, and (B) the General Partner contributes the proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through the General Partner, to the Partnership; provided, however, that the General Partner is allowed to issue Additional Securities in connection with an acquisition of assets that would not a Property to be owned held directly or indirectly by the PartnershipGeneral Partner, but if and only if, such direct acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests of the General Partner and the Partnership; provided further, that Partnership by a majority of the General Partner is allowed to use net proceeds from the issuance and sale of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase planIndependent Directors. Without limiting the foregoing, the General Partner is expressly authorized to issue Additional Securities for less than fair market value, and to cause the Partnership to issue to the General Partner corresponding Partnership Interests, so long as (x) the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership, including without limitation, the issuance of REIT Shares and corresponding Partnership Units pursuant to an employee share purchase plan providing for employee purchases of REIT Shares at a discount from fair market value or employee stock options that have an exercise price that is less than the fair market value of the REIT Shares, either at the time of issuance or at the time of exercise, and (y) the General Partner contributes all proceeds from such issuance to the Partnership. Without limiting For example, in the foregoing, if event the General Partner issues REIT Shares of any Class for a cash purchase price and contributes all of the net proceeds of such issuance to the Partnership as required hereunder, the General Partner shall be issued a number of additional Partnership Units having the same Class designation as the issued REIT Shares equal to the product of (A) the number of such REIT Shares of that Class issued by the General Partner Partner, the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator of which is 100%, and the denominator of which is the Conversion Factor in effect on the date of such contribution.

Upon Issuance of Additional Securities. Upon the issuance by the The General Partner of shall not issue any Additional Securities additional REIT Stock (including other then REIT Stock issued in connection with an exchange pursuant to Section 8.5 hereof) or rights, options, warrants or convertible or exchangeable securities containing the General Partner’s distribution reinvestment plan) right to subscribe for or purchase REIT Stock (collectively, "Additional Securities" other than to all holders of REIT SharesStock, unless (A) the General Partner shall contribute any cause the Partnership to issue to the General Partner, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights, all such that the economic interests are substantially similar to those of the Additional Securities, and (B) the General Partner contributes the net proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through the General Partner, to the Partnership in return for, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights such that their economic interests are substantially similar to those of the Additional SecuritiesPartnership; provided, however, that the General Partner is allowed to issue Additional Securities in connection with an acquisition of assets that would not a property to be owned held directly or indirectly by the PartnershipGeneral Partner, but if and only if, such direct acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests of the General Partner and the Partnership; provided further, that Partnership by a majority of the Independent Directors (as defined in the General Partner is allowed to use net proceeds from the issuance and sale Partner's Articles of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase planIncorporation). Without limiting the foregoing, the General Partner is expressly authorized to issue Additional Securities for less than fair market value, and to cause the Partnership to issue to the General Partner corresponding Partnership Interests, so long as (x) the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership, including without limitation, the issuance of REIT Shares and corresponding Partnership Units pursuant to an employee share purchase plan providing for employee purchases of REIT Shares at a discount from fair market value or employee stock options that have an exercise price that is less than the fair market value of the REIT Shares, either at the time of issuance or at the time of exercise, and (y) the General Partner contributes all proceeds from such issuance to the Partnership. Without limiting For example, in the foregoing, if event the General Partner issues REIT Shares of any Class for a cash purchase price and contributes all of the net proceeds of such issuance to the Partnership as required hereunder, the General Partner shall be issued a number of additional Partnership Units having the same Class designation as the issued REIT Shares equal to the product of (A) the number of such REIT Shares of that Class issued by the General Partner Partner, the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator of which is 100%, and the denominator of which is the Conversion Factor in effect on the date of such contribution.

Upon Issuance of Additional Securities. Upon After the issuance by Offering, the General Partner of Company shall not issue any Additional Securities additional REIT Shares (including other than REIT Shares issued in connection with a redemption pursuant to Section 7.4 hereof) or rights, options, warrants or convertible or exchangeable securities containing the General Partner’s distribution reinvestment planright to subscribe for or purchase REIT Shares (collectively, “Additional Securities”) other than to all holders of REIT Shares, unless (A) the General Partner shall contribute any net proceeds from cause the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through the General Partner, Partnership to issue to the Partnership in return for, as the General Partner may designateCompany or its Affiliates, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights rights, all such that their the economic interests are substantially similar to those of the Additional Securities; provided, howeverand (B) the Company contributes, that the General Partner is allowed to issue Additional Securities in connection with an acquisition of assets that would not be owned directly or indirectly by through one or more Affiliates, the Partnership, but if and only if, such acquisition and issuance of Additional Securities have been approved and determined to be in proceeds or not opposed to the best interests of the General Partner and the Partnership; provided further, that the General Partner is allowed to use net proceeds other property received from the issuance and sale of such Additional Securities and from any exercise of rights contained in such Additional Securities to repurchase REIT Shares pursuant to a share repurchase planthe Partnership. Without limiting the foregoing, the General Partner is expressly authorized to Company may issue Additional Securities for less than fair market value, and as a result the General Partner is expressly authorized to cause the Partnership to issue to the General Partner Company or its Affiliates corresponding Partnership Interests, so long as (x) the General Partner Company concludes in good faith that such issuance is in the best interests of the General Partner Company and the Partnership, and (y) the Company, directly or through one or more Affiliates, contributes all proceeds or other property received from such issuance to the Partnership. Without limiting For example, in the foregoing, if event the General Partner Company issues REIT Common Shares of any Class for a cash purchase price and contributes contributes, directly or through one or more Affiliates, all of the net proceeds of such issuance to the Partnership as required hereunder, the General Partner Company or its Affiliates shall be issued a number of additional Common Partnership Units having the same Class designation as the issued REIT Shares equal to the product of (A) the number of such REIT Common Shares of that Class issued by the General Partner Company, the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator of which is 100%, and the denominator of which is the Conversion Factor in effect on the date of such contribution.

Upon Issuance of Additional Securities. Upon the issuance by the General Partner of any Additional Securities (including pursuant to the General Partner’s distribution reinvestment plan) other than to all holders of REIT Shares, the General Partner shall contribute any net proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through the General Partner, to the Partnership in return for, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights such that their economic interests are substantially similar to those of the Additional Securities; provided, however, that the General Partner is allowed to issue Additional Securities in connection with an acquisition of assets that would not be owned directly or indirectly by the Partnership, but if and only if, such acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests of the General Partner and the Partnership; provided further, that the General Partner is allowed to use net proceeds from the issuance and sale of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase plan. Without limiting the foregoing, the General Partner is expressly authorized to issue Additional Securities for less than fair market value, and to cause the Partnership to issue to the General Partner corresponding Partnership Interests, so long as the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership. Without limiting the foregoing, if the General Partner issues REIT Shares of any Class for a cash purchase price and contributes all of the net proceeds of such issuance to the Partnership as required hereunder, the General Partner shall be issued a number of additional Partnership Units having the same Class designation as the issued REIT Shares equal to the number of such REIT Shares of that Class issued by the General Partner the proceeds of which were so contributed. Notwithstanding the foregoing, all Partnership Units issued in connection with the General Partner’s issuance of undesignated shares of common stock before the date hereof shall be designated Class E Units.

Upon Issuance of Additional Securities. Upon the issuance by the The General Partner of shall not issue any Additional Securities additional REIT Shares (including other than REIT Shares issued in connection with an exchange pursuant to Section 8.5 hereof) or rights, options, warrants or convertible or exchangeable securities containing the General Partner’s distribution reinvestment planright to subscribe for or purchase REIT Shares (collectively, “Additional Securities”) other than to all holders of REIT Shares, unless (A) the General Partner shall contribute any cause the Partnership to issue to the General Partner, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights, all such that the economic interests are substantially similar to those of the Additional Securities, and (B) the General Partner contributes the net proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through the General Partner, to the Partnership in return for, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights such that their economic interests are substantially similar to those of the Additional SecuritiesPartnership; provided, however, that the General Partner is allowed to issue Additional Securities in connection with an acquisition of assets that would not a property to be owned held directly or indirectly by the PartnershipGeneral Partner, but if and only if, such direct acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests of the General Partner and the Partnership; provided further, that Partnership by a majority of the Independent Directors (as defined in the General Partner is allowed to use net proceeds from the issuance and sale Partner’s Articles of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase planIncorporation). Without limiting the foregoing, the General Partner is expressly authorized to issue Additional Securities for less than fair market value, and to cause the Partnership to issue to the General Partner corresponding Partnership Interests, so long as (x) the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership, including without limitation, the issuance of REIT Shares and corresponding Partnership Units pursuant to an employee share purchase plan providing for employee purchases of REIT Shares at a discount from fair market value or employee stock options that have an exercise price that is less than the fair market value of the REIT Shares, either at the time of issuance or at the time of exercise, and (y) the General Partner contributes all proceeds from such issuance to the Partnership. Without limiting For example, in the foregoing, if event the General Partner issues REIT Shares of any Class for a cash purchase price and contributes all of the net proceeds of such issuance to the Partnership as required hereunder, the General Partner shall be issued a number of additional Partnership Units having the same Class designation as the issued REIT Shares equal to the product of (A) the number of such REIT Shares of that Class issued by the General Partner Partner, the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator of which is 100%, and the denominator of which is the Conversion Factor in effect on the date of such contribution.

Upon Issuance of Additional Securities. Upon the issuance by the The General Partner of shall not issue any Additional Securities (including pursuant to the General Partner’s distribution reinvestment plan) other than to all holders of REIT Shares, unless (A) the General Partner shall contribute any cause the Partnership to issue to the General Partner, as the General Partner may designate, Partnership Units or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights, all such that the economic interests are substantially similar to those of the Additional Securities, and (B) the General Partner contributes the net proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through the General Partner, to the Partnership in return for, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights such that their economic interests are substantially similar to those of the Additional SecuritiesPartnership; provided, however, that the General Partner is allowed to issue Additional Securities in connection with an acquisition of assets that would not Property to be owned held directly or indirectly by the PartnershipGeneral Partner, but if and only if, such direct acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests of the General Partner and the Partnership; provided further, that Partnership by a majority of the board of directors of the General Partner is allowed to use net proceeds from the issuance and sale of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase planPartner. Without limiting the foregoing, the General Partner is expressly authorized to issue Additional Securities for less than fair market value, and to cause the Partnership to issue to the General Partner corresponding Partnership InterestsUnits, so long as (x) the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership, including without limitation, the issuance of REIT Shares, stock options, incentive awards and corresponding Partnership Units pursuant to an employee share purchase plan providing for employee purchases of REIT Shares at a discount from fair market value or employee stock options that have an exercise price that is less than the fair market value of the REIT Shares, either at the time of issuance or at the time of exercise, and (y) the General Partner contributes all proceeds from such issuance to the Partnership. Without For example, and without limiting the foregoing, if in the event the General Partner issues REIT Shares of any Class for a cash purchase price and contributes all of the net proceeds of such issuance to the Partnership as required hereunder, the General Partner shall be issued a number of additional Partnership Units having the same Class designation as the issued REIT Shares equal to the product of (A) the number of such REIT Shares of that Class issued by the General Partner Partner, the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator of which is 100%, and the denominator of which is the Conversion Factor in effect on the date of such contribution.

Upon Issuance of Additional Securities. Upon After the issuance by Offering, the General Partner of Company shall not issue any Additional Securities additional REIT Shares (including other than REIT Shares issued in connection with a redemption pursuant to Section 8.05 hereof) or rights, options, warrants or convertible or exchangeable securities containing the General Partner’s distribution reinvestment planright to subscribe for or purchase REIT Shares (collectively, "Additional Securities") other than to all holders of REIT Shares, unless (A) the General Partner shall contribute any net proceeds from cause the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through the General Partner, Partnership to issue to the Partnership in return for, as the General Partner may designate, Company Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights rights, all such that their the economic interests are substantially similar to those of the Additional SecuritiesSecurities and (B) the Company contributes (directly or through the General Partner) the proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities to the Partnership; provided, however, that the General Partner Company is allowed to issue Additional Securities in connection without complying with an acquisition the provisions of assets that would not be owned directly or indirectly by the Partnership, but (A) and (B) above if and only if, such acquisition and issuance of Additional Securities have has been approved and determined to be in or not opposed to the best interests of the General Partner Company and the Partnership; provided further, that Partnership by a majority of the General Partner is allowed to use net proceeds from the issuance and sale of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase planIndependent Directors. Without limiting the foregoing, the General Partner Company is expressly authorized to issue Additional Securities for less than fair market value, value and the General Partner is expressly authorized to cause the Partnership to issue to the General Partner Company corresponding Partnership Interests, so long as (x) the General Partner concludes in good faith that such issuance is in the best interests of the Partnership and (y) the Company contributes (directly or through the General Partner and Partner) all proceeds from such issuance to the Partnership. Without limiting In the foregoing, if event the General Partner Company issues REIT Shares of any Class for a cash purchase price and contributes (directly or through the General Partner) all of the net proceeds of such issuance to the Partnership as required hereunderPartnership, the General Partner shall be issued a number of additional Partnership Units having the same Class designation as the issued REIT Shares equal to the product of (A) the number of such REIT Shares of that Class issued by the General Partner Company, the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator of which is 100%, and the denominator of which is the Conversion Factor in effect on the date of such contribution.

Upon Issuance of Additional Securities. Upon the issuance by the General Initial Limited Partner of any Additional Securities (including pursuant to the General Initial Limited Partner’s distribution reinvestment plan) other than to all holders of REIT Shares, the General Initial Limited Partner shall may contribute any net proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through the General Initial Limited Partner, to the Partnership in return for, as the General Initial Limited Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights such that their economic interests are substantially similar to those of the Additional Securities; provided, however, that the General Partner is allowed to issue Additional Securities in connection with an acquisition of assets that would not be owned directly or indirectly by the Partnership, but if and only if, such acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests of the General Partner and the Partnership; provided further, that the General Initial Limited Partner is allowed to use net proceeds from the issuance and sale of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase plan. Without limiting the foregoing, the General Initial Limited Partner is expressly authorized to issue Additional Securities for less than fair market value, and to cause the Partnership to issue to the General Initial Limited Partner corresponding Partnership Interests, so long as the General Partner concludes in good faith that such issuance is in the best interests of the General Initial Limited Partner and the Partnership. Without limiting the foregoing, if the General Initial Limited Partner issues REIT Shares of any Class for a cash purchase price and contributes all of the net proceeds of such issuance to the Partnership as required hereunder, the Initial Limited Partner (or the General Partner Partner, as the case may be) shall be issued a number of additional Partnership Units having the same Class designation and aggregate Net Asset Value as the issued REIT Shares equal to the number of such REIT Shares of that Class issued by the General Partner the proceeds of which were so contributed.

Upon Issuance of Additional Securities. Upon the issuance by the General Partner of any Additional Securities (including pursuant to the General Partner’s distribution reinvestment plan) other than to all holders of REIT Shares, the General Partner shall contribute any net proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through the General Partner, to the Partnership in return for, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights such that their economic interests are substantially similar to those of the Additional Securities; provided, however, that the General Partner is allowed to issue Additional Securities in connection with an acquisition of assets that would not be owned directly or indirectly by the Partnership, but if and only if, such acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests of the General Partner and the Partnership; provided further, that the General Partner is allowed to use net proceeds from the issuance and sale of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase plan. Without limiting the foregoing, the General Partner is expressly authorized to issue Additional Securities for less than fair market value, and to cause the Partnership to issue to the General Partner corresponding Partnership Interests, so long as the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership, including without limitation, the issuance of REIT Shares and corresponding Partnership Units pursuant to an employee share purchase plan that provides for employee purchases of REIT Shares at a discount from fair market value or employee stock options that have an exercise price that is less than the fair market value of the REIT Shares, either at the time of issuance or at the time of exercise. Without limiting the foregoing, if the General Partner issues REIT Shares of any Class for a cash purchase price and contributes all of the net proceeds of such issuance to the Partnership as required hereunder, the General Partner shall be issued a number of additional Partnership Units having the same Class designation as the issued REIT Shares equal to the number of such REIT Shares of that Class issued by the General Partner the proceeds of which were so contributed.

Upon Issuance of Additional Securities. Upon After the issuance by the General Partner of Effective Date, Ashford Inc. shall not issue any Additional Securities (including pursuant to the General Partner’s distribution reinvestment plan) other than to all holders of REIT Ashford Inc. Shares, unless (A) the General Partner Manager shall contribute any net cause the Company to issue to Ashford Inc. or its Affiliates, Membership Interests or rights, options, warrants or convertible or exchangeable securities of the Company having designations, preferences and other rights, all such that the economic interests are substantially similar to those of the Additional Securities (but taking into account that Ashford Inc. is subject to income tax on its taxable income), and (B) Ashford Inc. contributes, directly or through one or more Affiliates, the proceeds or other property received from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through the General Partner, Securities to the Partnership Company. For the avoidance of doubt, Ashford Inc. may in return for, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights such that their economic interests are substantially similar to those of the Additional Securities; provided, however, that the General Partner is allowed to any event issue Additional Securities in connection with an acquisition of assets that would not be owned directly or indirectly by the Partnership, but if and only if, such acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed pursuant to the best interests of the General Partner and the Partnership; provided further, that the General Partner is allowed to use net proceeds from the issuance and sale of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase planPlan. Without limiting the foregoing, the General Partner is expressly authorized to Ashford Inc. may issue Additional Securities for less than fair market value, and as a result the Manager is expressly authorized to cause the Partnership Company to issue to the General Partner Ashford Inc. or its Affiliates corresponding Partnership Membership Interests, so long as the General Partner (x) Ashford Inc. concludes in good faith that such issuance is in the best interests of the General Partner Ashford Inc. and the PartnershipCompany, and (y) Ashford Inc., directly or through one or more Affiliates, contributes all proceeds or other property received from such issuance to the Company. Without limiting the foregoingFor example, if the General Partner Ashford Inc. issues REIT Shares of any Class Ashford Inc. Common Stock for a cash purchase price and contributes contributes, directly or through one or more Affiliates, all of the net proceeds of such issuance to the Partnership Company as required hereunderunder this Agreement, the General Partner Ashford Inc. or its Affiliates shall be issued a number of additional Partnership Common Units having the same Class designation as the issued REIT Shares equal to the product of (A) the number of shares of such REIT Shares of that Class Ashford Inc. Common Stock issued by the General Partner Ashford Inc., the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator of which is 100%, and the denominator of which is the Conversion Factor in effect on the date of such contribution.

Upon Issuance of Additional Securities. Upon the issuance by the The General Partner of shall not issue any Additional Securities (including pursuant to the General Partner’s distribution reinvestment plan) other than to all holders of REIT Shares, unless (A) the General Partner shall contribute any net cause the Partnership to issue to the General Partner, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights, all such that the economic interests are substantially similar to those of the Additional Securities, and (B) the General Partner contributes the proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through the General Partner, to the Partnership in return for(without limiting the foregoing, as for example, if the General Partner may designateissues Class D REIT Shares, Partnership Interests or rights, options, warrants or convertible or exchangeable securities then the General Partner shall contribute the proceeds of the Partnership having designations, preferences and other rights such that their economic interests are substantially similar to those issuance of the Additional SecuritiesClass D REIT Shares to the Partnership and shall cause the Partnership to issue Class D Units to the General Partner); provided, however, that the General Partner is allowed to issue Additional Securities in connection with an acquisition of assets that would not a property to be owned held directly or indirectly by the PartnershipGeneral Partner, but if and only if, such direct acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests of the General Partner and the Partnership; provided further, that the General Partner is allowed to use net proceeds from the issuance and sale of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase plan. Without limiting the foregoing, the General Partner is expressly authorized to issue Additional Securities for less than fair market value, and to cause the Partnership to issue to the General Partner corresponding Partnership Interests, so long as (x) the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership, including without limitation, the issuance of REIT Shares and corresponding Partnership Units pursuant to an employee share purchase plan providing for employee purchases of REIT Shares at a discount from fair market value or employee stock options that have an exercise price that is less than the fair market value of the REIT Shares, either at the time of issuance or at the time of exercise, and (y) the General Partner contributes all proceeds from such issuance to the Partnership. Without limiting For example, in the foregoing, if event the General Partner issues REIT Shares of any Class for a cash purchase price and contributes all of the net proceeds of such issuance to the Partnership as required hereunder, the General Partner shall be issued a number of additional Partnership Units having the same Class designation as the issued REIT Shares equal to the product of (A) the number of such REIT Shares of that Class issued by the General Partner Partner, the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator of which is 100%, and the denominator of which is the Conversion Factor for that Class of Partnership Units in effect on the date of such contribution.

Upon Issuance of Additional Securities. Upon the issuance by the The General Partner of shall not issue any Additional Securities additional REIT Shares (including other than REIT Shares issued in connection with a redemption pursuant to Section 7.04 hereof) or rights, options, warrants or convertible or exchangeable securities containing the General Partner’s distribution reinvestment planright to subscribe for or purchase REIT Shares (collectively, “Additional Securities”) other than to all holders of REIT Shares, unless (A) the General Partner shall contribute any net proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through the General Partner, to cause the Partnership in return for, as to issue to the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights rights, all such that their the economic interests are substantially similar to those of the Additional Securities; provided, however, that and (B) the General Partner is allowed to issue Additional Securities in connection with an acquisition of assets that would not be owned directly or indirectly by contributes the Partnership, but if and only if, such acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests of the General Partner and the Partnership; provided further, that the General Partner is allowed to use net proceeds from the issuance and sale of such Additional Securities and from any exercise of rights contained in such Additional Securities to repurchase REIT Shares pursuant to a share repurchase planthe Partnership. Without limiting the foregoing, the General Partner is expressly authorized to issue Additional Securities for less than fair market value, and including to underwriters in connection with the issuances of REIT Shares, and, upon such issuance, the General Partner is expressly authorized to cause the Partnership to issue to the General Partner corresponding Partnership Interests, so long as (x) the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership and (y) the General Partner contributes all proceeds from such issuance to the Partnership, including without limitation, the issuance of REIT Shares and corresponding Partnership Units pursuant to a share purchase plan providing for purchases of REIT Shares at a discount from fair market value or employee stock options that have an exercise price that is less than the fair market value of the REIT Shares, either at the time of issuance or at the time of exercise. Without limiting For example, in the foregoing, if event the General Partner issues REIT Shares of any Class for a cash purchase price and contributes all of the net proceeds of such issuance to the Partnership as required hereunder, the General Partner shall be issued a number of additional Partnership Units having the same Class designation as the issued REIT Shares equal to the product of (A) the number of such REIT Shares of that Class issued by the General Partner Partner, the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator of which is 100%, and the denominator of which is the Conversion Factor in effect on the date of such contribution.

Upon Issuance of Additional Securities. Upon the issuance by the The General Partner of shall not issue any Additional Securities (including pursuant to the General Partner’s distribution reinvestment plan) other than to all holders of REIT Shares, unless (A) the General Partner shall contribute any net cause the Partnership to issue to the General Partner, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights, all such that the economic interests are substantially similar to those of the Additional Securities, and (B) the General Partner contributes the proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through the General Partner, to the Partnership in return for(without limiting the foregoing, as for example, if the General Partner may designateissues Class W REIT Shares, Partnership Interests or rights, options, warrants or convertible or exchangeable securities then the General Partner shall contribute the proceeds of the Partnership having designations, preferences and other rights such that their economic interests are substantially similar to those issuance of the Additional SecuritiesClass W REIT Shares to the Partnership and shall cause the Partnership to issue Class W Units to the General Partner); provided, however, that the General Partner is allowed to issue Additional Securities in connection with an acquisition of assets that would not a property to be owned held directly or indirectly by the PartnershipGeneral Partner, but if and only if, such direct acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests of the General Partner and the Partnership; provided further, that the General Partner is allowed to use net proceeds from the issuance and sale of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase plan. Without limiting the foregoing, the General Partner is expressly authorized to issue Additional Securities for less than fair market value, and to cause the Partnership to issue to the General Partner corresponding Partnership Interests, so long as (x) the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership, including without limitation, the issuance of REIT Shares and corresponding Partnership Units pursuant to an employee share purchase plan providing for employee purchases of REIT Shares at a discount from fair market value or employee stock options that have an exercise price that is less than the fair market value of the REIT Shares, either at the time of issuance or at the time of exercise, and (y) the General Partner contributes all proceeds from such issuance to the Partnership. Without limiting For example, in the foregoing, if event the General Partner issues REIT Shares of any Class for a cash purchase price and contributes all of the net proceeds of such issuance to the Partnership as required hereunder, the General Partner shall be issued a number of additional Partnership Units having the same Class designation as the issued REIT Shares equal to the product of (A) the number of such REIT Shares of that Class issued by the General Partner Partner, the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator of which is 100%, and the denominator of which is the Conversion Factor for that Class of Partnership Units in effect on the date of such contribution.

Upon Issuance of Additional Securities. Upon the issuance by the The General Partner of shall not issue any Additional Securities (including pursuant to the General Partner’s distribution reinvestment plan) other than to all holders of REIT Shares, unless (A) the General Partner shall contribute any net cause the Partnership to issue to the General Partner, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights, all such that the economic interests are substantially similar to those of the Additional Securities, and (B) the General Partner contributes the proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through the General Partner, to the Partnership in return for(without limiting the foregoing, as for example, the Partnership shall issue Limited Partnership Interests consisting of Class AX Units to the General Partner may designatein connection with the issuance of Class AX REIT Shares, shall issue Partnership Interests or rightsconsisting of Class D Units to the General Partner in connection with the issuance of Class D REIT Shares, optionsshall issue Partnership Interests consisting of Class I Units to the General Partner in connection with the issuance of Class I REIT Shares, warrants or convertible or exchangeable securities shall issue Partnership Interests consisting of Class IX Units to the General Partner in connection with the issuance of Class IX REIT Shares, shall issue Partnership having designationsInterests consisting of Class JX Units to the General Partner in connection with the issuance of Class JX REIT Shares, preferences shall issue Partnership Interests consisting of Class S Units to the General Partner in connection with the issuance of Class S REIT Shares, shall issue Partnership Interests consisting of Class T Units to the General Partner in connection with the issuance of Class T REIT Shares and other rights such that their economic interests are substantially similar shall issue Limited Partnership Interests consisting of Class TX Units to those the General Partner in connection with the issuance of the Additional SecuritiesClass TX REIT Shares); provided, however, that the General Partner is allowed to issue Additional Securities and use the proceeds from such issuance (“Asset Acquisition Contributions”) in connection with an acquisition of assets a General Partner Property and any Asset Acquisition Contributions are not required to be contributed to the Partnership. As indicated above, the Partners agree that would not for Federal income tax purposes, General Partner Property (and all associated items of income, gain, loss and deduction) will be treated as being owned directly or indirectly by the PartnershipPartnership and, but if and only ifas such, such acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests of the General Partner and agrees to transfer to the Partnership; provided further, that Partnership any amounts it receives from the operation and/or disposition of General Partner is allowed to use net proceeds from Property (“General Partner Property Amounts”) and all General Partner Property Amounts shall then be paid by the issuance and sale Partnership in accordance with Section 5.2(b) of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase planthis Agreement. Without limiting the foregoing, the General Partner is expressly authorized to issue Additional Securities for less than fair market value, and to cause the Partnership to issue to the General Partner corresponding Partnership Interests, so long as (x) the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership. Without limiting , including without limitation, the foregoingissuance of REIT Shares and corresponding Partnership Units pursuant to an employee share purchase plan providing for employee purchases of REIT Shares at a discount from fair market value or employee stock options that have an exercise price that is less than the fair market value of the REIT Shares, if either at the time of issuance or at the time of exercise, and (y) the General Partner issues REIT Shares of any Class for a cash purchase price and contributes all of the net proceeds of from such issuance to the Partnership as required hereunder, the General Partner shall be issued a number of additional Partnership Units having the same Class designation as the issued REIT Shares equal to the number of such REIT Shares of that Class issued by the General Partner the proceeds of which were so contributedPartnership.

Upon Issuance of Additional Securities. Upon the issuance by the The General Partner of shall not issue any Additional Securities (including pursuant to the General Partner’s distribution reinvestment plan) other than to all holders of REIT Shares, unless (A) the General Partner shall contribute any net cause the Partnership to issue to the General Partner, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights, all such that the economic interests are substantially similar to those of the Additional Securities, and (B) the General Partner contributes the proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through the General Partner, to the Partnership in return for(without limiting the foregoing, as for example, the Partnership shall issue Partnership Interests consisting of Class A Units to the General Partner may designate, in connection with the issuance of Class A REIT Shares and shall issue Partnership Interests or rights, options, warrants or convertible or exchangeable securities consisting of Class T Units to the Partnership having designations, preferences and other rights such that their economic interests are substantially similar to those General Partner in connection with the issuance of the Additional SecuritiesClass T REIT Shares); provided, however, that the General Partner is allowed to issue Additional Securities in connection with an acquisition of assets that would not a property to be owned held directly or indirectly by the PartnershipGeneral Partner, but if and only if, such direct acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests of the General Partner and the Partnership; provided further, that the General Partner is allowed to use net proceeds from the issuance and sale of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase plan. Without limiting the foregoing, the General Partner is expressly authorized to issue Additional Securities for less than fair market value, and to cause the Partnership to issue to the General Partner corresponding Partnership Interests, so long as (x) the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership. Without limiting , including without limitation, the foregoingissuance of REIT Shares and corresponding Partnership Units pursuant to an employee share purchase plan providing for employee purchases of REIT Shares at a discount from fair market value or employee stock options that have an exercise price that is less than the fair market value of the REIT Shares, if either at the time of issuance or at the time of exercise, and (y) the General Partner issues REIT Shares of any Class for a cash purchase price and contributes all of the net proceeds of from such issuance to the Partnership as required hereunder, the General Partner shall be issued a number of additional Partnership Units having the same Class designation as the issued REIT Shares equal to the number of such REIT Shares of that Class issued by the General Partner the proceeds of which were so contributedPartnership.

Upon Issuance of Additional Securities. Upon the issuance by the General Partner of The Company shall not issue any Additional Securities additional REIT Shares (including other than REIT Shares issued in connection with an exchange pursuant to Section 8.05 hereof) or rights, options, warrants or convertible or exchangeable securities containing the General Partner’s distribution reinvestment planright to subscribe for or purchase REIT Shares (collectively, "Additional Securities") other than to all holders of REIT Shares, unless (A) the General Partner shall contribute any net cause the Partnership to issue to the General Partner and the Company, as the Company may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights, all such that the economic interests are substantially similar to those of the Additional Securities, and (B) the Company contributes the proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through the General Partner, to the Partnership in return forPartnership; PROVIDED, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights such that their economic interests are substantially similar to those of the Additional Securities; provided, howeverHOWEVER, that the General Partner Company is allowed to issue Additional Securities in connection with an acquisition of assets that would not a property to be owned held directly or indirectly by the PartnershipCompany, but if and only if, such direct acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests of the General Partner Company and the Partnership; provided further, that Partnership by a majority of the General Partner is allowed to use net proceeds from the issuance and sale of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase planIndependent Directors. Without limiting the foregoing, the General Partner Company is expressly authorized to issue Additional Securities for less than fair market value, and to cause the Partnership to issue to the General Partner and the Company corresponding Partnership Interests, so long as (x) the General Partner concludes in good faith that such issuance is in the best interests of the General Partner Partner, the Company and the Partnership. Without limiting , including without limitation, the foregoingissuance of REIT Shares and corresponding Partnership Units pursuant to an employee share purchase plan providing for employee purchases of REIT Shares at a discount from fair market value or employee stock options that have an exercise price that is less than the fair market value of the REIT Shares, if either at the time of issuance or at the time of exercise, and (y) the Company contributes all proceeds from such issuance, directly or through the General Partner Partner, to the Partnership. For example, in the event the Company issues REIT Shares of any Class for a cash purchase price and contributes all of the net proceeds of such issuance issuance, directly and through the General Partner, to the Partnership as required hereunder, the General Partner and the Company, as the Company may so designate, shall be issued a number of additional Partnership Units having the same Class designation as the issued REIT Shares equal to the product of (A) the number of such REIT Shares of that Class issued by the General Partner Company, the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator of which is 100%, and the denominator of which is the Conversion Factor in effect on the date of such contribution.

Upon Issuance of Additional Securities. Upon the issuance by the General Partner of Summit REIT shall not issue any Additional Securities (including other than REIT Shares issued in connection with an exchange pursuant to the General Partner’s distribution reinvestment planSection 8.04 hereof or REIT Shares or other capital stock of or other interests in Summit REIT issued in connection with a taxable stock dividend as described in Section 4.02(a)(i)(2) hereof) or Rights other than to all holders of REIT Shares, Preferred Shares, Junior Shares, or New Securities, as the case may be, unless (A) the General Partner shall contribute cause the Partnership to issue to the General Partner or Summit REIT (or any net direct or indirect wholly owned Subsidiary of the General Partner or Summit REIT) Partnership Units or Rights having designations, preferences and other rights, all such that the economic interests are substantially similar to those of the Additional Securities, and (B) Summit REIT, directly or through the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner or another direct or indirect wholly owned Subsidiary of Summit REIT), contributes the proceeds from the issuance of such Additional Securities and from any exercise of rights Rights contained in such Additional Securities, directly and through the General Partner, Securities to the Partnership in return for, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights such that their economic interests are substantially similar to those of the Additional SecuritiesPartnership; provided, however, that the General Partner Summit REIT is allowed to issue Additional Securities in connection with an acquisition of assets that would not Property to be owned held directly or indirectly by the PartnershipSummit REIT, but if and only if, such direct acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests by a majority of the General Partner and the Partnership; provided further, that the General Partner is allowed to use net proceeds from the issuance and sale of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase planIndependent Directors. Without limiting the foregoing, the General Partner Summit REIT is expressly authorized to issue Additional Securities for less than fair market value, and the General Partner is authorized to cause the Partnership to issue to the General Partner or Summit REIT (or any direct or indirect wholly owned Subsidiary of the General Partner or Summit REIT) corresponding Partnership InterestsUnits, so long as (x) the General Partner concludes in good faith that such issuance is in the best interests of Summit REIT, the General Partner and the Partnership. Without limiting the foregoingPartnership and (y) Summit REIT, if directly or through the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner or another direct or indirect wholly owned Subsidiary of Summit REIT), contributes all proceeds from such issuance to the Partnership, including without limitation, the issuance of REIT Shares and corresponding Partnership Units pursuant to a stock purchase plan providing for purchases of REIT Shares at a discount from fair market value or pursuant to stock awards, including stock options that have an exercise price that is less than the fair market value of the REIT Shares, either at the time of issuance or at the time of exercise, and restricted or other stock awards approved by the Board of Directors. For example, in the event Summit REIT issues REIT Shares of any Class for a cash purchase price and Summit REIT, directly or through the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner or another direct or indirect wholly owned Subsidiary of Summit REIT), contributes all of the net proceeds of such issuance to the Partnership as required hereunder, the General Partner or Summit REIT (or any direct or indirect wholly owned Subsidiary of the General Partner or Summit REIT) shall be issued a number of additional Partnership Units having the same Class designation as the issued REIT Shares equal to the product of (A) the number of such REIT Shares of that Class issued by the General Partner Summit REIT, the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator of which is 100%, and the denominator of which is the Conversion Factor in effect on the date of such contribution.

Upon Issuance of Additional Securities. Upon the issuance by the The General Partner of shall not issue any Additional Securities (including pursuant to the General Partner’s distribution reinvestment plan) other than to all holders of REIT Shares, unless (A) the General Partner shall contribute any net proceeds from cause the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through Partnership to issue to the General Partner, to the Partnership in return for, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights rights, all such that their the economic interests are substantially similar to those of the Additional Securities, and (B) the General Partner contributes the proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through the General Partner, to the Partnership; provided, however, that the General Partner is allowed to issue Additional Securities in connection with an acquisition of assets that would not a property to be owned held directly or indirectly by the PartnershipGeneral Partner, but if and only if, such direct acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests of the General Partner and the Partnership; provided further, that Partnership by a majority of the Independent Directors (as defined in the General Partner is allowed to use net proceeds from the issuance Partner’s Amended and sale Restated Articles of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase planIncorporation). Without limiting the foregoing, the General Partner is expressly authorized to issue Additional Securities for less than fair market value, and to cause the Partnership to issue to the General Partner corresponding Partnership Interests, so long as (x) the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership, including without limitation, the issuance of REIT Shares and corresponding Partnership Units pursuant to an employee share purchase plan providing for employee purchases of REIT Shares at a discount from fair market value or employee stock options that have an exercise price that is less than the fair market value of the REIT Shares, either at the time of issuance or at the time of exercise, and (y) the General Partner contributes all proceeds from such issuance to the Partnership. Without limiting For example, in the foregoing, if event the General Partner issues REIT Shares of any Class for a cash purchase price and contributes all of the net proceeds of such issuance to the Partnership as required hereunder, the General Partner shall be issued a number of additional Partnership Units having the same Class designation as the issued REIT Shares equal to the product of (A) the number of such REIT Shares of that Class issued by the General Partner Partner, the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator of which is 100%, and the denominator of which is the Conversion Factor in effect on the date of such contribution.

Upon Issuance of Additional Securities. Upon the issuance by the The General Partner of shall not issue any Additional Securities (including pursuant to the General Partner’s distribution reinvestment plan) other than to all holders of REIT Shares, unless (A) the General Partner shall contribute any net proceeds from cause the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through Partnership to issue to the General Partner, to the Partnership in return for, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights rights, all such that their the economic interests are substantially similar to those of the Additional Securities, and (B) the General Partner contributes the net proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly through the General Partner, to the Partnership (without limiting the foregoing, for example, the Partnership shall issue Limited Partnership Interests consisting of: (1) Class A Units to the General Partner in connection with the issuance of Class A REIT Shares; (2) Class T Units to the General Partner in connection with the issuance of Class T REIT Shares; and (3) Class W Units to the General Partner in connection with the issuance of Class W REIT Shares); provided, however, that the General Partner is allowed to issue Additional Securities in connection with an acquisition of assets that would not a property to be owned held directly or indirectly by the PartnershipGeneral Partner, but if and only if, such direct acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests of the General Partner and the Partnership; provided further, that Partnership by a majority of the General Partner is allowed to use net proceeds from Independent Directors (as defined in the issuance and sale Articles of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase planIncorporation). Without limiting the foregoing, the General Partner is expressly authorized to issue Additional Securities for less than fair market value, and to cause the Partnership to issue to the General Partner corresponding Partnership Interests, so long as (x) the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership, including without limitation, the issuance of REIT Shares and corresponding Partnership Units pursuant to an employee share purchase plan providing for employee purchases of REIT Shares at a discount from fair market value or employee stock options that have an exercise price that is less than the fair market value of the REIT Shares, either at the time of issuance or at the time of exercise, and (y) the General Partner contributes all proceeds from such issuance to the Partnership. Without limiting For example, in the foregoing, if event the General Partner issues REIT Shares of any Class for a cash purchase price and contributes all of the net proceeds of such issuance to the Partnership as required hereunderPartnership, the General Partner shall be issued a number of additional Partnership Units having the same Class class designation as the issued REIT Shares equal to the product of (A) the number of such REIT Shares of that Class class issued by the General Partner Partner, the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator of which is 100%, and the denominator of which is the Conversion Factor in effect on the date of such contribution.

Upon Issuance of Additional Securities. Upon the issuance by the The General Partner of shall not issue any Additional Securities additional REIT Shares (including other than REIT Shares issued in connection with an exchange pursuant to Section 8.04 hereof) or rights, options, warrants or convertible or exchangeable securities containing the General Partner’s distribution reinvestment planright to subscribe for or purchase REIT Shares (collectively, “Additional Securities”) other than to all holders of REIT Shares, unless (A) the General Partner shall contribute any net proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through the General Partner, to cause the Partnership in return for, as to issue to the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights rights, all such that their the economic interests are substantially similar to those of the Additional Securities, and (B) the General Partner contributes the proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities to the Partnership; provided, however, that the General Partner is allowed to issue Additional Securities in connection with an acquisition of assets that would not a property to be owned held directly or indirectly by the PartnershipGeneral Partner, but if and only if, such direct acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests of the General Partner and the Partnership; provided further, that Partnership by a majority of the General Partner is allowed to use net proceeds from the issuance and sale of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase planIndependent Directors. Without limiting the foregoing, the General Partner is expressly authorized to issue Additional Securities for less than fair market value, and the General Partner is authorized to cause the Partnership to issue to the General Partner corresponding Partnership Interests, so long as (x) the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership and (y) the General Partner contributes all proceeds from such issuance to the Partnership, including without limitation, the issuance of REIT Shares and corresponding Partnership Units pursuant to a share purchase plan providing for purchases of REIT Shares at a discount from fair market value or employee stock options that have an exercise price that is less than the fair market value of the REIT Shares, either at the time of issuance or at the time of exercise, or restricted or other stock awards. Without limiting For example, in the foregoing, if event the General Partner issues REIT Shares of any Class for a cash purchase price and the General Partner contributes all of the net proceeds of such issuance to the Partnership as required hereunder, the General Partner shall be issued a number of additional Partnership Units having the same Class designation as the issued REIT Shares equal to the product of (A) the number of such REIT Shares of that Class issued by the General Partner issued, the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator of which is 100%, and the denominator of which is the Conversion Factor in effect on the date of such contribution.

Upon Issuance of Additional Securities. Upon the issuance by the The General Partner of shall not issue any Additional Securities (including pursuant to the General Partner’s distribution reinvestment plan) other than to all holders of REIT Shares, unless (A) the General Partner shall contribute any net cause the Partnership to issue to the General Partner, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights, all such that the economic interests are substantially similar to those of the Additional Securities, and (B) the General Partner contributes the proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through the General Partner, to the Partnership in return for(without limiting the foregoing, as for example, the Partnership shall issue Partnership Interests consisting of Class I Units to the General Partner may designatein connection with the issuance of Class I REIT Shares, shall issue Partnership Interests or rights, options, warrants or convertible or exchangeable securities consisting of Class T Units to the General Partner in connection with the issuance of Class T REIT Shares and shall issue Partnership having designations, preferences and other rights such that their economic interests are substantially similar Interests consisting of Class D Units to those the General Partner in connection with the issuance of the Additional SecuritiesClass D REIT Shares); provided, however, that the General Partner is allowed to issue Additional Securities in connection with an acquisition of assets that would not a property to be owned held directly or indirectly by the PartnershipGeneral Partner, but if and only if, such direct acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests of the General Partner and the Partnership; provided further, that the General Partner is allowed to use net proceeds from the issuance and sale of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase plan. Without limiting the foregoing, the General Partner is expressly authorized to issue ​ Additional Securities for less than fair market value, and to cause the Partnership to issue to the General Partner corresponding Partnership Interests, so long as (x) the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership. Without limiting , including without limitation, the foregoingissuance of REIT Shares and corresponding Partnership Units pursuant to an employee share purchase plan providing for employee purchases of REIT Shares at a discount from fair market value or employee stock options that have an exercise price that is less than the fair market value of the REIT Shares, if either at the time of issuance or at the time of exercise, and (y) the General Partner issues REIT Shares of any Class for a cash purchase price and contributes all of the net proceeds of from such issuance to the Partnership as required hereunder, the General Partner shall be issued a number of additional Partnership Units having the same Class designation as the issued REIT Shares equal to the number of such REIT Shares of that Class issued by the General Partner the proceeds of which were so contributedPartnership.

Upon Issuance of Additional Securities. Upon the issuance by the General Partner of The Company shall not issue any Additional Securities additional Shares (including other than Shares issued in connection with an exchange pursuant to Article XII hereof) or rights, options, warrants or convertible or exchangeable securities containing the General Partner’s distribution reinvestment planright to subscribe for or purchase Shares (collectively, "Additional Securities") other than to all holders of REIT Shares, unless (A) the General Partner Company shall contribute any net cause the Partnership to issue to the Company, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights, all such that the economic interests are substantially similar to those of the Additional Securities, and (B) the Company contributes the proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through the General PartnerCompany, to the Partnership in return forPartnership; PROVIDED, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights such that their economic interests are substantially similar to those of the Additional Securities; provided, howeverHOWEVER, that the General Partner Company is allowed to issue Additional Securities in connection with an acquisition of assets that would not a property to be owned held directly or indirectly by the PartnershipCompany, but if and only if, such direct acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests of the General Partner Company and the Partnership; provided further, that Partnership by a majority of the General Partner is allowed to use net proceeds from Directors (as defined in the issuance and sale of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase planCharter). Without limiting the foregoing, the General Partner Company is expressly authorized to issue Additional Securities for less than fair market value, and to cause the Partnership to issue to the General Partner Company corresponding Partnership Interests, so long as (x) the General Partner Company concludes in good faith that such issuance is in the best interests of the General Partner Company and the Partnership, including without limitation, the issuance of Shares and corresponding Partnership Units pursuant to an employee share purchase plan providing for employee purchases of Shares at a discount from fair market value or employee stock options that have an exercise price that is less than the fair market value of the Shares, either at the time of issuance or at the time of exercise, and (y) the Company contributes all proceeds from such issuance to the Partnership. Without limiting For example, in the foregoing, if event the General Partner Company issues REIT Shares of any Class for a cash purchase price and contributes all of the net proceeds of such issuance to the Partnership as required hereunder, the General Partner Company shall be issued a number of additional Partnership Units having the same Class designation as the issued REIT Shares equal to the product of (A) the number of such REIT Shares of that Class issued by the General Partner Company, the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator of which is 100%, and the denominator of which is the Conversion Factor in effect on the date of such contribution.

Upon Issuance of Additional Securities. Upon the issuance by the General Partner of The Company shall not issue any Additional Securities additional REIT Shares (including other than REIT Shares issued in connection with an exchange pursuant to Section 8.04 hereof) or rights, options, warrants or convertible or exchangeable securities containing the General Partner’s distribution reinvestment planright to subscribe for or purchase REIT Shares (collectively, “Additional Securities”) other than to all holders of REIT Shares, unless (A) the General Partner shall contribute any net proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through the General Partner, to cause the Partnership in return for, as to issue to the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights rights, all such that their the economic interests are substantially similar to those of the Additional Securities, and (B) the General Partner contributes the proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities to the Partnership; provided, however, that the General Partner Company is allowed to issue Additional Securities in connection with an acquisition of assets that would not a property to be owned held directly or indirectly by the PartnershipGeneral Partner, but if and only if, such direct acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests of the General Partner and the Partnership; provided further, that Partnership by a majority of the General Partner is allowed to use net proceeds from the issuance and sale of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase planIndependent Directors. Without limiting the foregoing, the General Partner Company is expressly authorized to issue Additional Securities for less than fair market value, and the General Partner is authorized to cause the Partnership to issue to the General Partner corresponding Partnership Interests, so long as (x) the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership. Without limiting the foregoing, if Partnership and (y) the General Partner contributes all proceeds from such issuance to the Partnership, including without limitation, the issuance of REIT Shares and corresponding Partnership Units pursuant to a share purchase plan providing for purchases of REIT Shares at a discount from fair market value or employee stock options that have an exercise price that is less than the fair market value of the REIT Shares, either at the time of issuance or at the time of exercise, or restricted or other stock awards. For example, in the event the Company issues REIT Shares of any Class for a cash purchase price and the General Partner contributes all of the net proceeds of such issuance to the Partnership as required hereunder, the General Partner shall be issued a number of additional Partnership Units having the same Class designation as the issued REIT Shares equal to the product of (A) the number of such REIT Shares of that Class issued by the General Partner issued, the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator of which is 100%, and the denominator of which is the Conversion Factor in effect on the date of such contribution.

Upon Issuance of Additional Securities. Upon the issuance by the The General Partner of shall not issue any Additional Securities (including pursuant to the General Partner’s distribution reinvestment plan) other than to all holders of REIT Shares, unless (A) the General Partner shall contribute any net cause the Partnership to issue to the General Partner, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights, all such that the economic interests are substantially similar to those of the Additional Securities, and (B) the General Partner contributes the proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through the General Partner, to the Partnership in return for(without limiting the foregoing, as for example, the Partnership shall issue Limited Partnership Interests consisting of Class A Units to the General Partner may designate, in connection with the issuance of Class A REIT Shares and shall issue Limited Partnership Interests or rights, options, warrants or convertible or exchangeable securities consisting of Class T Units to the Partnership having designations, preferences and other rights such that their economic interests are substantially similar to those General Partner in connection with the issuance of the Additional SecuritiesClass T REIT Shares); provided, however, that the General Partner is allowed to issue Additional Securities and use the proceeds from such issuance (“Asset Acquisition Contributions”) in connection with an acquisition of assets a General Partner Property and any Asset Acquisition Contributions are not required to be contributed to the Partnership. As indicated above, the Partners agree that would not for Federal income tax purposes, General Partner Property (and all associated items of income, gain, loss and deduction) will be treated as being owned directly or indirectly by the PartnershipPartnership and, but if and only ifas such, such acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests of the General Partner and agrees to transfer to the Partnership; provided further, that Partnership any amounts it receives from the operation and/or disposition of General Partner is allowed to use net proceeds from Property (“General Partner Property Amounts”) and all General Partner Property Amounts shall then be paid by the issuance and sale Partnership in accordance with Section 5.2(b) of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase planthis Agreement. Without limiting the foregoing, the General Partner is expressly authorized to issue Additional Securities for less than fair market value, and to cause the Partnership to issue to the General Partner corresponding Partnership Interests, so long as (x) the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership, including without limitation, the issuance of REIT Shares and corresponding Partnership Units pursuant to an employee share purchase plan providing for employee purchases of REIT Shares at a discount from fair market value or employee stock options that have an exercise price that is less than the fair market value of the REIT Shares, either at the time of issuance or at the time of exercise, and (y) the General Partner contributes all proceeds from such issuance to the Partnership. Without limiting For example, in the foregoing, if event the General Partner issues REIT Shares of any Class for a cash purchase price and contributes all of the net proceeds of such issuance to the Partnership as required hereunderPartnership, the General Partner shall be issued a number of additional Partnership Units having the same Class designation as the issued REIT Shares equal to the product of (A) the number of such REIT Shares of that Class issued by the General Partner Partner, the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator of which is 100%, and the denominator of which is the Conversion Factor for that Class of Partnership Units in effect on the date of such contribution.

Upon Issuance of Additional Securities. Upon the issuance by the The General Partner of shall not issue any Additional Securities (including pursuant to the General Partner’s distribution reinvestment plan) other than to all holders of REIT Shares, unless (A) the General Partner shall contribute any net proceeds from cause the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through Partnership to issue to the General Partner, to the Partnership in return for, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights rights, all such that their the economic interests are substantially similar to those of the Additional Securities, and (B) the General Partner contributes the net proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly through the General Partner, to the Partnership (without limiting the foregoing, for example, the Partnership shall issue Limited Partnership Interests consisting of: (1) Class A Units to the General Partner in connection with the issuance of Class A REIT Shares; (2) Class P Units to the General Partner in connection with the issuance of Class P REIT Shares; (3) Class T Units to the General Partner in connection with the issuance of Class T REIT Shares; and (4) Class W Units to the General Partner in connection with the issuance of Class W REIT Shares); provided, however, that the General Partner is allowed to issue Additional Securities in connection with an acquisition of assets that would not a property to be owned held directly or indirectly by the PartnershipGeneral Partner, but if and only if, such direct acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests of the General Partner and the Partnership; provided further, that Partnership by a majority of the General Partner is allowed to use net proceeds from Independent Directors (as defined in the issuance and sale Articles of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase planIncorporation). Without limiting the foregoing, the General Partner is expressly authorized to issue Additional Securities for less than fair market value, and to cause the Partnership to issue to the General Partner corresponding Partnership Interests, so long as (x) the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership, including without limitation, the issuance of REIT Shares and corresponding Partnership Units pursuant to an employee share purchase plan providing for employee purchases of REIT Shares at a discount from fair market value or employee stock options that have an exercise price that is less than the fair market value of the REIT Shares, either at the time of issuance or at the time of exercise, and (y) the General Partner contributes all proceeds from such issuance to the Partnership. Without limiting For example, in the foregoing, if event the General Partner issues REIT Shares of any Class for a cash purchase price and contributes all of the net proceeds of such issuance to the Partnership as required hereunder, the General Partner shall be issued a number of additional Partnership Common Units having the same Class class designation as the issued REIT Shares equal to the product of (A) the number of such REIT Shares of that Class class issued by the General Partner Partner, the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator of which is 100%, and the denominator of which is the Conversion Factor in effect on the date of such contribution.

Upon Issuance of Additional Securities. Upon the issuance by the The General Partner of shall not issue any Additional Securities additional REIT Shares (including other than REIT Shares issued in connection with an exchange pursuant to Section 8.05 hereof) or rights, options, warrants or convertible or exchangeable securities containing the General Partner’s distribution reinvestment planright to subscribe for or purchase REIT Shares (collectively, "Additional Securities") other than to all holders of REIT Shares, unless (A) the General Partner shall contribute any net proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through the General Partner, to cause the Partnership in return for, as to issue to the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights rights, all such that their the economic interests are substantially similar to those of the Additional Securities, and (B) the General Partner contributes the proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities to the Partnership; provided, however, that the General Partner is allowed to issue Additional Securities in connection with an acquisition of assets that would not a property to be owned held directly or indirectly by the PartnershipGeneral Partner, but if and only if, such direct acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests of the General Partner and the Partnership; provided further, that Partnership by a majority of the General Partner is allowed to use net proceeds from Independent Trustees (as defined in the issuance Company's Amended and sale Restated Declaration of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase planTrust). Without limiting the foregoing, the General Partner is expressly authorized to issue Additional Securities for less than fair market value, and to cause the Partnership to issue to the General Partner corresponding Partnership Interests, so long as (x) the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership, including without limitation, the issuance of REIT Shares and corresponding Partnership Units pursuant to an employee share purchase plan providing for employee purchases of REIT Shares at a discount from fair market value or employee stock options that have an exercise price that is less than the fair market value of the REIT Shares, either at the time of issuance or at the time of exercise, and (y) the General Partner contributes all proceeds from such issuance to the Partnership. Without limiting For example, in the foregoing, if event the General Partner issues REIT Shares of any Class for a cash purchase price and contributes all of the net proceeds of such issuance to the Partnership as required hereunder, the General Partner shall be issued a number of additional Partnership Units having the same Class designation as the issued REIT Shares equal to the product of (A) the number of such REIT Shares of that Class issued by the General Partner Partner, the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator of which is 100%, and the denominator of which is the Conversion Factor in effect on the date of such contribution.

Upon Issuance of Additional Securities. Upon the issuance by the The General Partner of shall not issue any Additional Securities additional REIT Shares (including other than REIT Shares issued in connection with an exchange pursuant to Section 8.05 hereof) or rights, options, warrants or convertible or exchangeable securities containing the General Partner’s distribution reinvestment planright to subscribe for or purchase REIT Shares (collectively, “Additional Securities”) other than to all holders of REIT Shares, unless (a) the General Partner shall contribute any cause the Partnership to issue to the General Partner, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights, all such that the economic interests are substantially similar to those of the Additional Securities, and (B) the General Partner contributes the net proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through the General Partner, to the Partnership in return for, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights such that their economic interests are substantially similar to those of the Additional SecuritiesPartnership; provided, however, that the General Partner is allowed to issue Additional Securities in connection with an acquisition of assets that would not a property to be owned held directly or indirectly by the Partnership, but if and only if, such acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests of the General Partner and the Partnership; provided further, that the General Partner is allowed to use net proceeds from the issuance and sale of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase planPartner. Without limiting the foregoing, the General Partner is expressly authorized to issue Additional Securities for less than fair market value, and to cause the Partnership to issue to the General Partner corresponding Partnership Interests, so long as (x) the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership, including without limitation, the issuance of REIT Shares and corresponding Partnership Units pursuant to an employee share purchase plan providing for employee purchases of REIT Shares at a discount from fair market value or employee stock options that have an exercise price that is less than the fair market value of the REIT Shares, either at the time of issuance or at the time of exercise, and (y) the General Partner contributes all proceeds from such issuance to the Partnership. Without limiting For example, in the foregoing, if event the General Partner issues REIT Shares of any Class for a cash purchase price and contributes all of the net proceeds of such issuance to the Partnership as required hereunder, the General Partner shall be issued a number of additional Partnership Units having the same Class designation as the issued REIT Shares equal to the product of (a) the number of such REIT Shares of that Class issued by the General Partner Partner, the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator of which is 100%, and the denominator of which is the Conversion Factor in effect on the date of such contribution.

Upon Issuance of Additional Securities. Upon the issuance by the General Partner of Parent REIT shall not issue any Additional Securities (including other than REIT Shares issued in connection with an exchange pursuant to Section 8.04 hereof or REIT Shares or other capital stock of or other interests in Parent REIT issued in connection with a taxable stock dividend as described in Section 4.02(a)(i)(2) hereof) or any transaction that would cause an adjustment to the General Partner’s distribution reinvestment plan) Conversion Factor or Rights other than to all holders of REIT Shares, Preferred Shares, Junior Shares or New Securities, as the case may be, unless (A) the General Partner shall contribute cause the Partnership to issue to the General Partner or Parent REIT (or any net direct or indirect wholly owned Subsidiary of the General Partner or Parent REIT) Partnership Units or Rights having designations, preferences and other rights, all such that the economic interests are substantially similar to those of the Additional Securities, and (B) Parent REIT (or any direct or indirect wholly owned Subsidiary of Parent REIT) contributes the proceeds from the issuance of such Additional Securities and from any exercise of rights Rights contained in such Additional Securities, directly and through the General Partner, Securities to the Partnership in return for, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights such Partnership; provided that their economic interests are substantially similar to those of the Additional Securities; provided, however, that the General Partner Parent REIT is allowed to issue Additional Securities in connection with an acquisition of assets that would not Property to be owned held directly or indirectly by the PartnershipParent REIT, but if and only if, such direct acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests by a majority of the General Partner and the Partnership; provided further, that the General Partner is allowed to use net proceeds from the issuance and sale of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase planIndependent Directors. Without limiting the foregoing, the General Partner Parent REIT is expressly authorized to issue Additional Securities for less than fair market value, and the General Partner is authorized to cause the Partnership to issue to the General Partner or Parent REIT (or any direct or indirect wholly owned Subsidiary of the General Partner) corresponding Partnership InterestsUnits, so long as (x) the General Partner concludes in good faith that such issuance is in the best interests of the General Partner Parent REIT and the Partnership and (y) Parent REIT (or any direct or indirect wholly owned Subsidiary of the Parent REIT) contributes all proceeds from such issuance to the Partnership, including without limitation, the issuance of REIT Shares and corresponding Partnership Units pursuant to a stock purchase plan providing for purchases of REIT Shares at a discount from fair market value or pursuant to stock awards, including stock options that have an exercise price that is less than the fair market value of the REIT Shares, either at the time of issuance or at the time of exercise, and restricted or other stock awards approved by the Board of Directors. Without limiting For example, in the foregoing, if the General Partner event Parent REIT issues REIT Shares of any Class for a cash purchase price and Parent REIT (or any direct or indirect wholly owned Subsidiary of Parent REIT) contributes all of the net proceeds of such issuance to the Partnership as required hereunder, the General Partner or Parent REIT (or any direct or indirect wholly owned Subsidiary of Parent REIT) shall be issued a number of additional Partnership Units having the same Class designation as the issued REIT Shares equal to the product of (A) the number of such REIT Shares of that Class issued by the General Partner Parent REIT, the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator of which is 100%, and the denominator of which is the Conversion Factor in effect on the date of such contribution.

Upon Issuance of Additional Securities. Upon the issuance by the The General Partner of shall not issue any Additional Securities additional REIT Shares (including other than (i) REIT Shares issued in connection with an exchange pursuant to Section 8.04, (ii) Class A REIT Shares issued upon a conversion in accordance with Section 5.2.6 of the General Partner’s distribution reinvestment planCharter, (iii) REIT Shares issued in a taxable share dividend as described in Section 4.02(a)(i)(2)), or (iv) Rights (collectively, “Additional Securities”) other than to all holders of REIT Shares, unless (A) the General Partner shall contribute cause the Partnership to issue to the General Partner (or any net direct or indirect wholly owned Subsidiary of the General Partner, including without limitation REIT Holdings) Partnership Units or Rights having designations, preferences and other rights, all such that the economic interests are substantially similar to those of the Additional Securities, and (B) the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner, including without limitation REIT Holdings) contributes the proceeds from the issuance of such Additional Securities and from any exercise of rights Rights contained in such Additional Securities, directly and through the General Partner, Securities to the Partnership in return for, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights such that their economic interests are substantially similar to those of the Additional SecuritiesPartnership; provided, however, that the General Partner is allowed to issue Additional Securities in connection with an acquisition of assets that would not Property to be owned held directly or indirectly by the PartnershipGeneral Partner, but if and only if, such direct acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests by a majority of the General Partner and the Partnership; provided further, that the General Partner is allowed to use net proceeds from the issuance and sale of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase planIndependent Directors. Without limiting the foregoing, the General Partner is expressly authorized to issue Additional Securities for less than fair market value, and the General Partner is authorized to cause the Partnership to issue to the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner) corresponding Partnership InterestsUnits, so long as (x) the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership and (y) the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner, including without limitation REIT Holdings) contributes all proceeds from such issuance to the Partnership, including without limitation, the issuance of REIT Shares and corresponding Partnership Units pursuant to a share purchase plan providing for purchases of REIT Shares at a discount from fair market value or pursuant to share awards, including share options that have an exercise price that is less than the fair market value of the REIT Shares, either at the time of issuance or at the time of exercise, and restricted or other share awards approved by the Board of Directors. Without limiting For example, in the foregoing, if event the General Partner issues REIT Shares of any Class for a cash purchase price and the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner, including without limitation REIT Holdings) contributes all of the net proceeds of such issuance to the Partnership as required hereunder, the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner, including without limitation REIT Holdings) shall be issued a number of additional Partnership Units having the same Class designation as the issued REIT Shares equal to the product of (A) the number of such REIT Shares of that Class issued by the General Partner Partner, the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator of which is 100%, and the denominator of which is the Conversion Factor in effect on the date of such contribution.

Upon Issuance of Additional Securities. Upon the issuance by the The General Partner of shall not issue any Additional Securities (including pursuant to the General Partner’s distribution reinvestment plan) other than to all holders of REIT Shares, unless (A) the General Partner shall contribute any cause the Partnership to issue to the General Partner, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights, all such that the economic interests are substantially similar to those of the Additional Securities, and (B) the General Partner contributes the net proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through the General Partner, to the Partnership in return for(without limiting the foregoing, as for example, the Partnership shall issue Limited Partnership Interests consisting of: (1) Class A Units to the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities in connection with the issuance of Class A REIT Shares; (2) Class T Units to the Partnership having designations, preferences General Partner in connection with the issuance of Class T REIT Shares; and other rights such that their economic interests are substantially similar (3) Class W Units to those the General Partner in connection with the issuance of the Additional SecuritiesClass W REIT Shares); provided, however, that the General Partner is allowed to issue Additional Securities in connection with an acquisition of assets that would not a property to be owned held directly or indirectly by the PartnershipGeneral Partner, but if and only if, such direct acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests of the General Partner and the Partnership; provided further, that Partnership by a majority of the General Partner is allowed to use net proceeds from Independent Directors (as defined in the issuance and sale Articles of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase planIncorporation). Without limiting the foregoing, the General Partner is expressly authorized to issue Additional Securities for less than fair market value, and to cause the Partnership to issue to the General Partner corresponding Partnership Interests, so long as (x) the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership, including without limitation, the issuance of REIT Shares and corresponding Partnership Units pursuant to an employee share purchase plan providing for employee purchases of REIT Shares at a discount from fair market value or employee stock options that have an exercise price that is less than the fair market value of the REIT Shares, either at the time of issuance or at the time of exercise, and (y) the General Partner contributes all proceeds from such issuance to the Partnership. Without limiting For example, in the foregoing, if event the General Partner issues REIT Shares of any Class for a cash purchase price and contributes all of the net proceeds of such issuance to the Partnership as required hereunder, the General Partner shall be issued a number of additional Partnership Common Units having the same Class class designation as the issued REIT Shares equal to the product of (A) the number of such REIT Shares of that Class class issued by the General Partner Partner, the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator of which is 100%, and the denominator of which is the Conversion Factor in effect on the date of such contribution.

Upon Issuance of Additional Securities. Upon the issuance by the The General Partner of shall not issue any Additional Securities additional REIT Shares (including other than REIT Shares issued in connection with an exchange pursuant to Section 8.4 hereof) or rights, options, warrants or convertible or exchangeable securities containing the General Partner’s distribution reinvestment planright to subscribe for or purchase REIT Shares (collectively, “Additional Securities”) other than to all holders of REIT Shares, unless (A) the General Partner shall contribute any cause the Partnership to issue to the General Partner, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights, all such that the economic interests are substantially similar to those of the Additional Securities, and (B) the General Partner contributes the net proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through the General Partner, to the Partnership in return for, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights such that their economic interests are substantially similar to those of the Additional SecuritiesPartnership; provided, however, that the General Partner is allowed to issue Additional Securities in connection with an acquisition of assets that would not a property to be owned held directly or indirectly by the PartnershipGeneral Partner, but if and only if, such direct acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests of the General Partner and the Partnership; provided further, that Partnership by a majority of the General Partner is allowed to use net proceeds from the issuance and sale of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase planIndependent Directors. Without limiting the foregoing, the General Partner is expressly authorized to issue Additional Securities for less than fair market value, and to cause the Partnership to issue to the General Partner corresponding Partnership Interests, so long as (x) the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership, including without limitation, the issuance of REIT Shares and corresponding Partnership Units pursuant to an employee share purchase plan providing for employee purchases of REIT Shares at a discount from fair market value or employee stock options that have an exercise price that is less than the fair market value of the REIT Shares, either at the time of issuance or at the time of exercise, and (y) the General Partner contributes all proceeds from such issuance to the Partnership. Without limiting For example, in the foregoing, if event the General Partner issues REIT Shares of any Class for a cash purchase price and contributes all of the net proceeds of such issuance to the Partnership as required hereunder, the General Partner shall be issued a number of additional Partnership Units having the same Class designation as the issued REIT Shares equal to the product of (A) the number of such REIT Shares of that Class issued by the General Partner Partner, the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator of which is 1.0, and the denominator of which is the Conversion Factor in effect on the date of such contribution.

Upon Issuance of Additional Securities. Upon the issuance by the The General Partner of shall not issue any Additional Securities (including other than REIT Shares issued in connection with an exchange pursuant to Section 8.04 hereof or REIT Shares or other interests in the General Partner’s distribution reinvestment planPartner issued in connection with a taxable share dividend as described in Section 4.02(a)(i)(2) hereof) or Rights other than to all holders of REIT Shares, Preferred Shares, Junior Shares, or New Securities, as the case may be, unless (A) the General Partner shall contribute cause the Partnership to issue to the General Partner (or any net direct or indirect wholly owned Subsidiary of the General Partner) Partnership Units or Rights having designations, preferences and other rights, all such that the economic interests are substantially similar to those of the Additional Securities, and (B) the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner) contributes the proceeds from the issuance of such Additional Securities and from any exercise of rights Rights contained in such Additional Securities, directly and through the General Partner, Securities to the Partnership in return for, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights such that their economic interests are substantially similar to those of the Additional SecuritiesPartnership; provided, however, that the General Partner is allowed to issue Additional Securities in connection with an acquisition of assets that would not Property to be owned held directly or indirectly by the PartnershipGeneral Partner, but if and only if, such direct acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests by a majority of the General Partner and the Partnership; provided further, that the General Partner is allowed to use net proceeds from the issuance and sale of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase planIndependent Trustees. Without limiting the foregoing, the General Partner is expressly authorized to issue Additional Securities for less than fair market value, and the General Partner is authorized to cause the Partnership to issue to the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner) corresponding Partnership InterestsUnits, so long as (x) the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership and (y) the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner) contributes all proceeds from such issuance to the Partnership, including without limitation, the issuance of REIT Shares and corresponding Partnership Units pursuant to a share purchase plan providing for purchases of REIT Shares at a discount from fair market value or pursuant to share awards, including share options that have an exercise price that is less than the fair market value of the REIT Shares, either at the time of issuance or at the time of exercise, and restricted or other share awards approved by the Board of Trustees. Without limiting For example, in the foregoing, if event the General Partner issues REIT Shares of any Class for a cash purchase price and the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner) contributes all of the net proceeds of such issuance to the Partnership as required hereunder, the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner) shall be issued a number of additional Partnership Units having the same Class designation as the issued REIT Shares equal to the product of (A) the number of such REIT Shares of that Class issued by the General Partner Partner, the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator of which is 100%, and the denominator of which is the Conversion Factor in effect on the date of such contribution.

Upon Issuance of Additional Securities. Upon the issuance by the General The Special Limited Partner of shall not issue any Additional Securities additional REIT Shares (including other than REIT Shares issued in connection with an exchange pursuant to the General Partner’s distribution reinvestment planSection 8.04 hereof or a taxable share dividend as described in Section 4.02(a)(i)(2) hereof) or Rights (collectively, “Additional Securities”) other than to all holders of REIT Shares, unless (A) the General Partner shall contribute cause the Partnership to issue to the Special Limited Partner (or any net direct or indirect wholly owned Subsidiary of the Special Limited Partner) Partnership Units or Rights having designations, preferences and other rights, all such that the economic interests are substantially similar to those of the Additional Securities, and (B) the Special Limited Partner (or any direct or indirect wholly owned Subsidiary of the Special Limited Partner) contributes the proceeds from the issuance of such Additional Securities and from any exercise of rights Rights contained in such Additional Securities, directly and through the General Partner, Securities to the Partnership in return for, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights such that their economic interests are substantially similar to those of the Additional SecuritiesPartnership; provided, however, that the General Special Limited Partner is allowed to issue Additional Securities in connection with an acquisition of assets that would not Property to be owned held directly or indirectly by the PartnershipSpecial Limited Partner (or any direct or indirect wholly owned Subsidiary of the Special Limited Partner), but if and only if, such direct acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests by a majority of the General Partner and the Partnership; provided further, that the General Partner is allowed to use net proceeds from the issuance and sale of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase planIndependent Directors. Without limiting the foregoing, the General Special Limited Partner is expressly authorized to issue Additional Securities for less than fair market value, and the General Partner is authorized to cause the Partnership to issue to the General Special Limited Partner (or any direct or indirect wholly owned Subsidiary of the Special Limited Partner) corresponding Partnership InterestsUnits, so long as (x) the Special Limited Partner and the General Partner concludes conclude in good faith that such issuance is in the best interests of the General Partnership and (y) the Special Limited Partner and (or any direct or indirect wholly owned Subsidiary of the Special Limited Partner) contributes all proceeds from such issuance to the Partnership, including without limitation, the issuance of REIT Shares and corresponding Partnership Units pursuant to a share purchase plan providing for purchases of REIT Shares at a discount from fair market value or pursuant to share awards, including share options that have an exercise price that is less than the fair market value of the REIT Shares, either at the time of issuance or at the time of exercise, and restricted or other share awards approved by the Board of Directors. Without limiting For example, in the foregoing, if event the General Special Limited Partner issues REIT Shares of any Class for a cash purchase price and the Special Limited Partner (or any direct or indirect wholly owned Subsidiary of the Special Limited Partner) contributes all of the net proceeds of such issuance to the Partnership as required hereunder, the General Special Limited Partner (or any direct or indirect wholly owned Subsidiary of the Special Limited Partner) shall be issued a number of additional Partnership Units having the same Class designation as the issued REIT Shares equal to the product of (A) the number of such REIT Shares of that Class issued by the General Partner Special Limited Partner, the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator of which is 100%, and the denominator of which is the Conversion Factor in effect on the date of such contribution.

Upon Issuance of Additional Securities. Upon the issuance by the The General Partner of shall not issue any Additional Securities (including pursuant to the General Partner’s distribution reinvestment plan) other than to all holders of REIT Shares, unless (A) the General Partner shall contribute any cause the Partnership to issue to the General Partner, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights, all such that the economic interests are substantially similar to those of the Additional Securities, and (B) the General Partner contributes the net proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through the General Partner, to the Partnership in return for, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights such that their economic interests are substantially similar to those of the Additional SecuritiesPartnership; provided, however, that the General Partner is allowed to issue Additional Securities in connection with an acquisition of assets that would not a property to be owned held directly or indirectly by the PartnershipGeneral Partner, but if and only if, such direct acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests of the General Partner and the PartnershipPartnership by a majority of the Independent Directors (as defined in the General Partner’s Articles of Incorporation); provided further, that the General Partner is allowed to use net proceeds from the issuance and sale of such Additional Securities to repurchase redeem REIT Shares pursuant to a share repurchase planredemption program. Without limiting the foregoing, the General Partner is expressly authorized to issue Additional Securities for less than fair market value, and to cause the Partnership to issue to the General Partner corresponding Partnership Interests, so long as (x) the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership, including without limitation, the issuance of REIT Shares and corresponding Partnership Units pursuant to an employee share purchase plan providing for employee purchases of REIT Shares at a discount from fair market value or employee stock options that have an exercise price that is less than the fair market value of the REIT Shares, either at the time of issuance or at the time of exercise, and (y) the General Partner contributes all proceeds from such issuance to the Partnership. Without For example, and without limiting the foregoing, if in the event the General Partner issues REIT Shares of any Class for a cash purchase price and contributes all of the net proceeds of such issuance to the Partnership as required hereunder, the General Partner shall be issued a number of additional Partnership Units having the same Class designation as the issued REIT Shares equal to the such number of such REIT Shares of that Class issued by the General Partner Partner, the net proceeds of which were so contributed.

Upon Issuance of Additional Securities. Upon the issuance by the The General Partner of shall not issue any Additional Securities (including pursuant to the General Partner’s distribution reinvestment plan) other than to all holders of REIT Shares, unless (A) the General Partner shall contribute any net cause the Partnership to issue to the General Partner, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights, all such that the economic interests are substantially similar to those of the Additional Securities, and (B) the General Partner contributes the proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through the General Partner, to the Partnership in return for(without limiting the foregoing, as for example, the Partnership shall issue Limited Partnership Interests consisting of Class A Units to the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities in connection with the issuance of the Partnership having designations, preferences and other rights such that their economic interests are substantially similar to those of the Additional SecuritiesClass A REIT Shares); provided, however, that the General Partner is allowed to issue Additional Securities and use the proceeds from such issuance (“Asset Acquisition Contributions”) in connection with an acquisition of assets a General Partner Property and any Asset Acquisition Contributions are not required to be contributed to the Partnership. As indicated above, the Partners agree that would not for Federal income tax purposes, General Partner Property (and all associated items of income, gain, loss and deduction) will be treated as being owned directly or indirectly by the PartnershipPartnership and, but if and only ifas such, such acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests of the General Partner and agrees to transfer to the Partnership; provided further, that Partnership any amounts it receives from the operation and/or disposition of General Partner is allowed to use net proceeds from Property (“General Partner Property Amounts”) and all General Partner Property Amounts shall then be paid by the issuance and sale Partnership in accordance with Section 5.2(b) of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase planthis Agreement. Without limiting the foregoing, the General Partner is expressly authorized to issue Additional Securities for less than fair market value, and to cause the Partnership to issue to the General Partner corresponding Partnership Interests, so long as (x) the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership, including without limitation, the issuance of REIT Shares and corresponding Partnership Units pursuant to an employee share purchase plan providing for employee purchases of REIT Shares at a discount from fair market value or employee stock options that have an exercise price that is less than the fair market value of the REIT Shares, either at the time of issuance or at the time of exercise, and (y) the General Partner contributes all proceeds from such issuance to the Partnership. Without limiting For example, in the foregoing, if event the General Partner issues REIT Shares of any Class for a cash purchase price and contributes all of the net proceeds of such issuance to the Partnership as required hereunderPartnership, the General Partner shall be issued a number of additional Partnership Units having the same Class designation as the issued REIT Shares equal to the product of (A) the number of such REIT Shares of that Class issued by the General Partner Partner, the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator of which is 100%, and the denominator of which is the Conversion Factor for that Class of Partnership Units in effect on the date of such contribution.

Upon Issuance of Additional Securities. Upon the issuance by the General Partner of any Additional Securities (including pursuant to the General Partner’s 's distribution reinvestment plan) other than to all holders of REIT Shares, the General Partner shall contribute any net proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through the General Partner, to the Partnership in return for, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights such that their economic interests are substantially similar to those of the Additional Securities; provided, however, that the General Partner is allowed to issue Additional Securities in connection with an acquisition of assets that would not be owned directly or indirectly by the Partnership, but if and only if, such acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests of the General Partner and the Partnership; provided further, that the General Partner is allowed to use net proceeds from the issuance and sale of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase plan. Without limiting the foregoing, the General Partner is expressly authorized to issue Additional Securities for less than fair market value, and to cause the Partnership to issue to the General Partner corresponding Partnership Interests, so long as the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership. Without limiting the foregoing, if the General Partner issues REIT Shares of any Class for a cash purchase price and contributes all of the net proceeds of such issuance to the Partnership as required hereunder, the General Partner shall be issued a number of additional Partnership Units having the same Class designation as the issued REIT Shares equal to the number of such REIT Shares of that Class issued by the General Partner the proceeds of which were so contributed.

Upon Issuance of Additional Securities. Upon the issuance by the The General Partner of shall not issue any Additional Securities additional REIT Shares or Rights (including other than (A) REIT Shares and Rights issued in connection with an exchange pursuant to Section 8.04, (B) Class A REIT Shares and Rights issued upon a conversion in accordance with Section 5.2.6 of the General Partner’s distribution reinvestment planCharter, (C) REIT Shares and Rights issued in a taxable share dividend as described in Section 4.02(a)(i)(2), or (D) REIT Shares and Rights issued pursuant to a Separation Issuance) (collectively, “Additional Securities”) other than to all holders of REIT Shares, unless (x) the General Partner shall contribute cause the Partnership to issue to the General Partner (or any net direct or indirect wholly owned Subsidiary of the General Partner, including without limitation REIT Holdings) Partnership Units or Rights having designations, preferences and other rights, all such that the economic interests are substantially similar to those of the Additional Securities (provided that this clause (x) shall not apply in the case of any issuance of Additional Securities that occurs following the record date for the Distribution and prior to the Distribution Effective Time (except to the extent any proceeds from such issuance are contributed to the Partnership)), and (y) the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner, including without limitation REIT Holdings) contributes the proceeds from the issuance of such Additional Securities and from any exercise of rights Rights contained in such Additional Securities, directly and through the General Partner, Securities to the Partnership in return for, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights such that their economic interests are substantially similar to those of the Additional SecuritiesPartnership; provided, however, that the General Partner is allowed to issue Additional Securities in connection with an acquisition of assets that would not Property to be owned held directly or indirectly by the PartnershipGeneral Partner, but if and only if, such direct acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests by a majority of the General Partner and the Partnership; provided further, that the General Partner is allowed to use net proceeds from the issuance and sale of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase planIndependent Directors. Without limiting the foregoing, the General Partner is expressly authorized to issue Additional Securities for less than fair market value, and the General Partner is authorized to cause the Partnership to issue to the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner) corresponding Partnership InterestsUnits, so long as (x) the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership and (y) the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner, including without limitation REIT Holdings) contributes all proceeds from such issuance to the Partnership, including without limitation, the issuance of REIT Shares and corresponding Partnership Units pursuant to a share purchase plan providing for purchases of REIT Shares at a discount from fair market value or pursuant to share awards, including share options that have an exercise price that is less than the fair market value of the REIT Shares, either at the time of issuance or at the time of exercise, and restricted or other share awards approved by the Board of Directors. Without limiting For example, in the foregoing, if event the General Partner issues REIT Shares of any Class for a cash purchase price and the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner, including without limitation REIT Holdings) contributes all of the net proceeds of such issuance to the Partnership as required hereunder, the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner, including without limitation REIT Holdings) shall be issued a number of additional Partnership Units having the same Class designation as the issued REIT Shares equal to the product of (A) the number of such REIT Shares of that Class issued by the General Partner Partner, the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator of which is 100%, and the denominator of which is the Conversion Factor in effect on the date of such contribution.

Upon Issuance of Additional Securities. Upon the issuance by the General Partner of The Company shall not issue any Additional Securities additional REIT Shares (including other than REIT Shares issued in connection with an exchange pursuant to Section 8.04 hereof) or rights, options, warrants or convertible or exchangeable securities containing the General Partner’s distribution reinvestment planright to subscribe for or purchase REIT Shares (collectively, “Additional Securities”) other than to all holders of REIT Shares, unless (A) the General Partner shall contribute any net proceeds from cause the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through the General Partner, Partnership to issue to the Partnership in return for, as the General Partner may designate, Company Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights rights, all such that their the economic interests are substantially similar to those of the Additional Securities; provided, however, that and (B) the General Partner is allowed to issue Additional Securities in connection with an acquisition of assets that would not be owned directly or indirectly by Company contributes the Partnership, but if and only if, such acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests of the General Partner and the Partnership; provided further, that the General Partner is allowed to use net proceeds from the issuance and sale of such Additional Securities and from any exercise of rights contained in such Additional Securities to repurchase REIT Shares pursuant to a share repurchase planthe Partnership. Without limiting the foregoing, the General Partner Company is expressly authorized to issue Additional Securities for less than fair market value, and and, upon such issuance the General Partner is expressly authorized to cause the Partnership to issue to the General Partner Company corresponding Partnership Interests, so long as (x) the General Partner concludes in good faith that such issuance is in the best interests of the General Partner Company and the Partnership and (y) the Company contributes all proceeds from such issuance to the Partnership, including without limitation, the issuance of REIT Shares and corresponding Partnership Units pursuant to a share purchase plan providing for purchases of REIT Shares at a discount from fair market value or employee stock options that have an exercise price that is less than the fair market value of the REIT Shares, either at the time of issuance or at the time of exercise. Without limiting For example, in the foregoing, if event the General Partner Company issues REIT Shares of any Class for a cash purchase price and contributes all of the net proceeds of such issuance to the Partnership as required hereunder, the General Partner Company shall be issued a number of additional Partnership Units having the same Class designation as the issued REIT Shares equal to the product of (A) the number of such REIT Shares of that Class issued by the General Partner Company, the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator of which is 1.0, and the denominator of which is the Conversion Factor in effect on the date of such contribution.

Upon Issuance of Additional Securities. Upon the issuance by the General REIT Limited Partner of any Additional Securities (including pursuant to the General REIT Limited Partner’s distribution reinvestment plan) other than to all holders of REIT Shares, the General REIT Limited Partner shall contribute any net proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through the General REIT Limited Partner, to the Partnership in return for, as the General REIT Limited Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights such that their economic interests are substantially similar to those of the Additional Securities; provided, however, that the General REIT Limited Partner is allowed to use net proceeds from the issuance and sale of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase plan; and provided further that the REIT Limited Partner is allowed to issue Additional Securities in connection with an acquisition of assets that would not be owned directly or indirectly by the Partnership, but if and only if, such direct acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests of the General REIT Limited Partner and the Partnership; provided further, that the General Partner is allowed to use net proceeds from the issuance and sale of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase plan. Without limiting the foregoing, the General REIT Limited Partner is expressly authorized to issue Additional Securities for less than fair market value, and to cause the Partnership to issue to the General REIT Limited Partner corresponding Partnership Interests, so long as the General Partner concludes in good faith that such issuance is in the best interests of the General REIT Limited Partner and the Partnership, including without limitation, the issuance of REIT Shares and corresponding Partnership Units pursuant to an employee share purchase plan providing for employee purchases of REIT Shares at a discount from fair market value or employee stock options that have an exercise price that is less than the fair market value of the REIT Shares, either at the time of issuance or at the time of exercise. Without limiting the foregoing, if the General REIT Limited Partner issues REIT Shares of any Class for a cash purchase price and contributes all of the net proceeds of such issuance to the Partnership as required hereunder, the General REIT Limited Partner shall be issued a number of additional Partnership Units having the same Class designation as the issued REIT Shares equal to the number of such REIT Shares of that Class issued by the General REIT Limited Partner the proceeds of which were so contributed.

Upon Issuance of Additional Securities. Upon After the issuance by Effective Date, the General Partner of Company shall not issue any Additional Securities additional REIT Shares (including other than REIT Shares issued in connection with a redemption pursuant to Section 7.4 hereof) or rights, options, warrants or convertible or exchangeable securities containing the General Partner’s distribution reinvestment planright to subscribe for or purchase REIT Shares (collectively, “Additional Securities”) other than to all holders of REIT Shares, unless (A) the General Partner shall contribute any net proceeds from cause the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through the General Partner, Partnership to issue to the Partnership in return for, as the General Partner may designateCompany or its Affiliates, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights rights, all such that their the economic interests are substantially similar to those of the Additional Securities; provided, howeverand (B) the Company contributes, that the General Partner is allowed to issue Additional Securities in connection with an acquisition of assets that would not be owned directly or indirectly by through one or more Affiliates, the Partnership, but if and only if, such acquisition and issuance of Additional Securities have been approved and determined to be in proceeds or not opposed to the best interests of the General Partner and the Partnership; provided further, that the General Partner is allowed to use net proceeds other property received from the issuance and sale of such Additional Securities and from any exercise of rights contained in such Additional Securities to repurchase REIT Shares pursuant to a share repurchase planthe Partnership. Without limiting the foregoing, the General Partner is expressly authorized to Company may issue Additional Securities for less than fair market value, and as a result the General Partner is expressly authorized to cause the Partnership to issue to the General Partner Company or its Affiliates corresponding Partnership Interests, so long as (x) the General Partner Company concludes in good faith that such issuance is in the best interests of the General Partner Company and the Partnership, and (y) the Company, directly or through one or more Affiliates, contributes all proceeds or other property received from such issuance to the Partnership. Without limiting the foregoingFor example, if the General Partner Company issues REIT Common Shares of any Class for a cash purchase price and contributes contributes, directly or through one or more Affiliates, all of the net proceeds of such issuance to the Partnership as required hereunder, the General Partner Company or its Affiliates shall be issued a number of additional Common Partnership Units having the same Class designation as the issued REIT Shares equal to the product of (A) the number of such REIT Common Shares of that Class issued by the General Partner Company, the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator of which is 100%, and the denominator of which is the Conversion Factor in effect on the date of such contribution.

Upon Issuance of Additional Securities. Upon the issuance by the The General Partner of shall not issue any Additional Securities (including pursuant to the General Partner’s distribution reinvestment plan) other than to all holders of REIT Shares, unless (A) the General Partner shall contribute any net cause the Partnership to issue to the General Partner, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights, all such that the economic interests are substantially similar to those of the Additional Securities, and (B) the General Partner contributes the proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through the General Partner, to the Partnership in return for(without limiting the foregoing, as for example, if the General Partner may designateissues Class D REIT Shares, Partnership Interests or rights, options, warrants or convertible or exchangeable securities then the General Partner shall contribute the proceeds of the Partnership having designations, preferences and other rights such that their economic interests are substantially similar to those issuance of the Additional SecuritiesClass D REIT Shares to the Partnership and shall cause the Partnership to issue Class D Units to the General Partner); provided, however, that the General Partner is allowed to issue Additional Securities in connection with an acquisition of assets that would not a property to be owned held directly or indirectly by the PartnershipGeneral Partner, but if and only if, such direct acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests of the General Partner and the Partnership; provided further, that the General Partner is allowed to use net proceeds from the issuance and sale of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase plan. Without limiting the foregoing, the General Partner is expressly authorized to issue Additional Securities for less than fair market value, and to cause the Partnership to issue to the General Partner corresponding Partnership Interests, so long as (x) the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership, including without limitation, the issuance of REIT Shares and corresponding Partnership Units pursuant to an employee share purchase plan providing for employee purchases of REIT Shares at a discount from fair market value or employee stock options that have an exercise price that is less than the fair market value of the REIT Shares, either at the time of issuance or at the time of exercise, and (y) the General Partner contributes all proceeds from such issuance to the Partnership. Without limiting For example, in the foregoing, if event the General Partner issues Class D REIT Shares of any Class for a cash purchase price and contributes all of the net proceeds of such issuance to the Partnership as required hereunder, the General Partner shall be issued a number of additional Partnership Class D Units having the same Class designation as the issued REIT Shares equal to the product of (A) the number of such Class D REIT Shares of that Class issued by the General Partner Partner, the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator of which is 100%, and the denominator of which is the Conversion Factor for Class D Units in effect on the date of such contribution.

Upon Issuance of Additional Securities. Upon the issuance by the The General Partner of shall not issue any Additional Securities (including pursuant to the General Partner’s distribution reinvestment plan) other than to all holders of REIT Shares, unless (A) the General Partner shall contribute any net cause the Partnership to issue to the General Partner, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights, all such that the economic interests are substantially similar to those of the Additional Securities, and (B) the General Partner contributes the proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through the General Partner, to the Partnership in return for(without limiting the foregoing, as for example, the Partnership shall issue Partnership Interests consisting of Class A Units to the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities in connection with the issuance of the Partnership having designations, preferences and other rights such that their economic interests are substantially similar to those of the Additional SecuritiesClass A REIT Shares); provided, however, that the General Partner is allowed to issue Additional Securities in connection with an acquisition of assets that would not a property to be owned held directly or indirectly by the PartnershipGeneral Partner, but if and only if, such direct acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests of the General Partner and the Partnership; provided further, that the General Partner is allowed to use net proceeds from the issuance and sale of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase plan. Without limiting the foregoing, the General Partner is expressly authorized to issue Additional Securities for less than fair market value, and to cause the Partnership to issue to the General Partner corresponding Partnership Interests, so long as (x) the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership. Without limiting , including without limitation, the foregoingissuance of REIT Shares and corresponding Partnership Units pursuant to an employee share purchase plan providing for employee purchases of REIT Shares at a discount from fair market value or employee stock options that have an exercise price that is less than the fair market value of the REIT Shares, if either at the time of issuance or at the time of exercise, and (y) the General Partner issues REIT Shares of any Class for a cash purchase price and contributes all of the net proceeds of from such issuance to the Partnership as required hereunder, the General Partner shall be issued a number of additional Partnership Units having the same Class designation as the issued REIT Shares equal to the number of such REIT Shares of that Class issued by the General Partner the proceeds of which were so contributedPartnership.

Upon Issuance of Additional Securities. Upon the issuance by the The General Partner of shall not issue any Additional Securities additional REIT Shares (including other than REIT Shares issued in connection with an exchange pursuant to Section 8.05 hereof) or rights, options, warrants or convertible or exchangeable securities containing the General Partner’s distribution reinvestment planright to subscribe for or purchase REIT Shares (collectively, “Additional Securities”) other than to all holders of REIT Shares, unless (a) the General Partner shall contribute any net proceeds from cause the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through Partnership to issue to the General Partner, to the Partnership in return for, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights rights, all such that their the economic interests are substantially similar to those of the Additional Securities, and (B) the General Partner contributes the proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through the General Partner, to the Partnership; provided, however, that the General Partner is allowed to issue Additional Securities in connection with an acquisition of assets that would not a property to be owned held directly or indirectly by the PartnershipGeneral Partner, but if and only if, such direct acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests of the General Partner and the Partnership; provided further, that Partnership by a majority of the Independent Directors (as defined in the General Partner is allowed to use net proceeds from the issuance Partner’s Amended and sale Restated Articles of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase planIncorporation). Without limiting the foregoing, the General Partner is expressly authorized to issue Additional Securities for less than fair market value, and to cause the Partnership to issue to the General Partner corresponding Partnership Interests, so long as (x) the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership, including without limitation, the issuance of REIT Shares and corresponding Partnership Units pursuant to an employee share purchase plan providing for employee purchases of REIT Shares at a discount from fair market value or employee stock options that have an exercise price that is less than the fair market value of the REIT Shares, either at the time of issuance or at the time of exercise, and (y) the General Partner contributes all proceeds from such issuance to the Partnership. Without limiting For example, in the foregoing, if event the General Partner issues REIT Shares of any Class for a cash purchase price and contributes all of the net proceeds of such issuance to the Partnership as required hereunder, the General Partner shall be issued a number of additional Partnership Units having the same Class designation as the issued REIT Shares equal to the product of (a) the number of such REIT Shares of that Class issued by the General Partner Partner, the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator of which is 100%, and the denominator of which is the Conversion Factor in effect on the date of such contribution.

Upon Issuance of Additional Securities. Upon After the issuance by Offering, the General Partner of Company shall not issue any Additional Securities additional REIT Shares (including other than REIT Shares issued in connection with a redemption pursuant to Section 7.4 hereof) or rights, options, warrants or convertible or exchangeable securities containing the General Partner’s distribution reinvestment planright to subscribe for or purchase REIT Shares (collectively, “Additional Securities”) other than to all holders of REIT Shares, unless (A) the General Partner shall contribute any net proceeds from cause the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through the General Partner, Partnership to issue to the Partnership in return for, as the General Partner may designateCompany or its Affiliates, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights rights, all such that their the economic interests are substantially similar to those of the Additional Securities; provided, howeverand (B) the Company contributes, that the General Partner is allowed to issue Additional Securities in connection with an acquisition of assets that would not be owned directly or indirectly by through one or more Affiliates, the Partnership, but if and only if, such acquisition and issuance of Additional Securities have been approved and determined to be in proceeds or not opposed to the best interests of the General Partner and the Partnership; provided further, that the General Partner is allowed to use net proceeds other property received from the issuance and sale of such Additional Securities and from any exercise of rights contained in such Additional Securities to repurchase REIT Shares the Partnership. For the avoidance of doubt, the Company may in any event issue Additional Securities pursuant to a share repurchase planthe Plan. Without limiting the foregoing, the General Partner is expressly authorized to Company may issue Additional Securities for less than fair market value, and as a result the General Partner is expressly authorized to cause the Partnership to issue to the General Partner Company or its Affiliates corresponding Partnership Interests, so long as (x) the General Partner Company concludes in good faith that such issuance is in the best interests of the General Partner Company and the Partnership, and (y) the Company, directly or through one or more Affiliates, contributes all proceeds or other property received from such issuance to the Partnership. Without limiting the foregoingFor example, if the General Partner Company issues REIT Common Shares of any Class for a cash purchase price and contributes contributes, directly or through one or more Affiliates, all of the net proceeds of such issuance to the Partnership as required hereunder, the General Partner Company or its Affiliates shall be issued a number of additional Common Partnership Units having the same Class designation as the issued REIT Shares equal to the product of (A) the number of such REIT Common Shares of that Class issued by the General Partner Company, the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator of which is 100%, and the denominator of which is the Conversion Factor in effect on the date of such contribution.

Upon Issuance of Additional Securities. Upon the issuance by the General Partner of any Additional Securities (including pursuant to the General Partner’s distribution reinvestment plan) other than to all holders of REIT Shares, the General Partner shall contribute any net proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through the General Partner, to the Partnership in return for, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights such that their economic interests are substantially similar to those of the Additional Securities; provided, however, that the General Partner is allowed to issue Additional Securities in connection with an acquisition of assets that would not be owned directly or indirectly by the Partnership, but if and only if, such acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests of the General Partner and the Partnership; provided further, that the General Partner is allowed to use net proceeds from the issuance and sale of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase plan. Without limiting the foregoing, the General Partner is expressly authorized to issue Additional Securities for less than fair market value, and to cause the Partnership to issue to the General Partner corresponding Partnership Interests, so long as the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership. Without limiting the foregoing, if the General Partner issues REIT Shares of any Class for a cash purchase price and contributes all of the net proceeds of such issuance to the Partnership as required hereunder, the General Partner shall be issued a number of additional Partnership Units having the same Class designation as the issued REIT Shares equal to the number of such REIT Shares of that Class issued by the General Partner the proceeds of which were so contributed. Notwithstanding the foregoing, all Partnership Units issued in connection with the General Partner’s issuance of undesignated shares of common stock before the date hereof shall be designated Class F Units.

Upon Issuance of Additional Securities. Upon the issuance by the General Partner of EFC shall not issue any Additional Securities (including as hereinafter defined) (other than EFC Shares issued in connection with an exchange pursuant to Section 11.1 hereof or EFC Shares issued in connection with a distribution as described in Section 4.2(a)(i)(2) hereof) or engage in any transaction that would cause an adjustment to the General Partner’s distribution reinvestment planConversion Factor (as hereinafter defined) or Rights (as hereinafter defined) other than to all holders of REIT Sharesshares of Common Stock (as hereinafter defined), shares of Preferred Stock (as hereinafter defined) or New Securities (as hereinafter defined), as the General Partner case may be, unless (A) the Board shall contribute cause the Company to issue to EFC (or any net proceeds direct or indirect wholly owned Subsidiary of EFC) Units or Rights having designations, preferences and other rights, all such that the economic interests are substantially similar to those of the Additional Securities, and (B) EFC (or any direct or indirect wholly owned Subsidiary of EFC) contributes the proceeds, if any, from the issuance of such Additional Securities and from any exercise of rights Rights contained in such Additional Securities, directly and through the General Partner, Securities to the Partnership in return for, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights such that their economic interests are substantially similar to those of the Additional SecuritiesCompany; provided, however, that the General Partner EFC is allowed to issue Additional Securities in connection with an acquisition of assets that would not property to be owned held directly or indirectly by the PartnershipEFC, but if and only if, such direct acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests by a majority of the General Partner and the Partnership; provided further, that the General Partner is allowed to use net proceeds from the issuance and sale of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase planIndependent Directors (as hereinafter defined). Without limiting the foregoing, the General Partner EFC is expressly authorized to issue Additional Securities for less than fair market value, and the Board is authorized to cause the Partnership Company to issue to the General Partner EFC (or any direct or indirect wholly owned Subsidiary of EFC) corresponding Partnership InterestsUnits, so long as (x) the General Partner Board concludes in good faith that such issuance is in the best interests of the General Partner Company and the Partnership. Without limiting the foregoing(y) EFC (or any direct or indirect wholly owned Subsidiary of EFC) contributes all proceeds, if any, from such issuance to the General Partner Company, including without limitation, the issuance of shares of Common Stock and corresponding Units pursuant to (1) a share purchase or distribution reinvestment plan providing for purchases of shares of Common Stock at a discount from fair market value, (2) share awards and options that have an exercise price that is less than the fair market value of the shares of Common Stock, either at the time of issuance or at the time of exercise, and restricted or other share awards approved by the EFC Board of Directors (as hereinafter defined), or (3) the payment of the incentive fee pursuant to the Management Agreement (as hereinafter defined). For example, in the event EFC issues REIT Shares shares of any Class Common Stock for a cash purchase price and EFC (or any direct or indirect wholly owned Subsidiary of EFC) contributes all of the net proceeds of such issuance to the Partnership Company as required hereunder, the General Partner EFC (or any direct or indirect wholly owned Subsidiary of EFC) shall be issued a number of additional Partnership Units having the same Class designation as the issued REIT Shares equal to the product of (A) the number of such REIT Shares shares of that Class Common Stock issued by the General Partner EFC, the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator of which is 100%, and the denominator of which is the Conversion Factor in effect on the date of such contribution.

Upon Issuance of Additional Securities. Upon the issuance by the General Partner of Xenia REIT shall not issue any Additional Securities (including other than REIT Shares issued in connection with an exchange pursuant to Section 8.04 hereof or REIT Shares or other capital stock of or other interests in Xenia REIT issued in connection with a taxable stock dividend as described in Section 4.02(a)(i)(2) hereof) or any transaction that would cause an adjustment to the General Partner’s distribution reinvestment plan) Conversion Factor or Rights other than to all holders of REIT Shares, Preferred Shares, Junior Shares or New Securities, as the case may be, unless (A) the General Partner shall contribute cause the Partnership to issue to the General Partner or Xenia REIT (or any net direct or indirect wholly owned Subsidiary of the General Partner or Xenia REIT) Partnership Units or Rights having designations, preferences and other rights, all such that the economic interests are substantially similar to those of the Additional Securities, and (B) Xenia REIT, directly or through the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner or another direct or indirect wholly owned Subsidiary of Xenia REIT) contributes the proceeds from the issuance of such Additional Securities and from any exercise of rights Rights contained in such Additional Securities, directly and through the General Partner, Securities to the Partnership in return for, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights such that their economic interests are substantially similar to those of the Additional SecuritiesPartnership; provided, however, that the General Partner Xenia REIT is allowed to issue Additional Securities in connection with an acquisition of assets that would not Property to be owned held directly or indirectly by the PartnershipXenia REIT, but if and only if, such direct acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests by a majority of the General Partner and the Partnership; provided further, that the General Partner is allowed to use net proceeds from the issuance and sale of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase planIndependent Directors. Without limiting the foregoing, the General Partner Xenia REIT is expressly authorized to issue Additional Securities for less than fair market value, and the General Partner is authorized to cause the Partnership to issue to the General Partner or Xenia REIT (or any direct or indirect wholly owned Subsidiary of the General Partner or Xenia REIT) corresponding Partnership InterestsUnits, so long as (x) the General Partner concludes in good faith that such issuance is in the best interests of Xenia REIT and the Partnership and (y) Xenia REIT, directly or through the General Partner and the Partnership. Without limiting the foregoing, if (or any direct or indirect wholly owned Subsidiary of the General Partner or another direct or indirect wholly owned Subsidiary of Xenia REIT) contributes all proceeds from such issuance to the Partnership, including without limitation, the issuance of REIT Shares and corresponding Partnership Units pursuant to a stock purchase plan providing for purchases of REIT Shares at a discount from fair market value or pursuant to stock awards, including stock options that have an exercise price that is less than the fair market value of the REIT Shares, either at the time of issuance or at the time of exercise, and restricted or other stock awards approved by the Board of Directors. For example, in the event Xenia REIT issues REIT Shares of any Class for a cash purchase price and Xenia REIT, directly or through the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner or another direct or indirect wholly owned Subsidiary of Xenia REIT) contributes all of the net proceeds of such issuance to the Partnership as required hereunder, the General Partner or Xenia REIT (or any direct or indirect wholly owned Subsidiary of the General Partner or Xenia REIT) shall be issued a number of additional Partnership Units having the same Class designation as the issued REIT Shares equal to the product of (A) the number of such REIT Shares of that Class issued by the General Partner Xenia REIT, the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator of which is 100%, and the denominator of which is the Conversion Factor in effect on the date of such contribution.

Upon Issuance of Additional Securities. Upon the issuance by the The General Partner of shall not issue any Additional Securities additional REIT Shares (including other than REIT Shares issued in connection with an exchange pursuant to Section 8.05 hereof) or rights, options, warrants or convertible or exchangeable securities containing the General Partner’s distribution reinvestment planright to subscribe for or purchase REIT Shares (collectively, "Additional Securities") other than to all holders of REIT Shares, unless (A) the General Partner shall contribute any net proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through the General Partner, to cause the Partnership in return for, as to issue to the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights rights, all such that their the economic interests are substantially similar to those of the Additional Securities, and (B) the General Partner contributes the proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities to the Partnership; provided, however, that the General Partner is allowed to issue Additional Securities in connection with an acquisition of assets that would not a property to be owned held directly or indirectly by the PartnershipGeneral Partner, but if and only if, such direct acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests of the General Partner and the Partnership; provided further, that Partnership by a majority of the General Partner is allowed to use net proceeds from the issuance and sale of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase planIndependent Trustees. Without limiting the foregoing, the General Partner is expressly authorized to issue Additional Securities for less than fair market value, and to cause the Partnership to issue to the General Partner corresponding Partnership Interests, so long as (x) the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership and (y) the General Partner contributes all proceeds from such issuance to the Partnership, including without limitation, the issuance of REIT Shares and corresponding Partnership Units pursuant to a share purchase plan providing for purchases of REIT Shares at a discount from fair market value or employee stock options that have an exercise price that is less than the fair market value of the REIT Shares, either at the time of issuance or at the time of exercise. Without limiting For example, in the foregoing, if event the General Partner issues REIT Shares of any Class for a cash purchase price and contributes all of the net proceeds of such issuance to the Partnership as required hereunder, the General Partner shall be issued a number of additional Partnership Units having the same Class designation as the issued REIT Shares equal to the product of (A) the number of such REIT Shares of that Class issued by the General Partner Partner, the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator of which is 100%, and the denominator of which is the Conversion Factor in effect on the date of such contribution.

Upon Issuance of Additional Securities. Upon the issuance by the General Partner Sole Member of any Additional Securities (including pursuant to the General PartnerSole Member’s distribution reinvestment plan) other than to all holders of REIT Shares, the General Partner Sole Member shall contribute any net proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and or through the General Partner, to the Partnership in return for, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights such that their economic interests are substantially similar to those of the Additional Securities; provided, however, that the General Partner is allowed to issue Additional Securities in connection with an acquisition of assets that would not be owned directly or indirectly by the Partnership, but if and only if, such acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests of the General Partner and the Partnership; provided provided, further, that the General Partner Sole Member is allowed to use net proceeds from the issuance and sale of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase plan. Without limiting the foregoing, the General Partner Sole Member is expressly authorized to issue Additional Securities for less than fair market value, and to cause the Partnership to issue to the General Partner corresponding Partnership Interests, so long as the General Partner Sole Member concludes in good faith that such issuance is in the best interests of the General Partner Sole Member and the Partnership. Without limiting the foregoing, if the General Partner Sole Member issues REIT Shares of any Class for a cash purchase price and contributes all of the net proceeds of such issuance to the Partnership as required hereunder, the General Partner Sole Member shall be issued a number of additional Partnership Units having the same Class designation as the issued REIT Shares equal to the number of such REIT Shares of that Class issued by the General Partner Sole Member the proceeds of which were so contributed.

Upon Issuance of Additional Securities. Upon the issuance by the General Partner of Reven REIT shall not issue any Additional Securities (including other than REIT Shares issued in connection with an exchange pursuant to Section 8.04 hereof or REIT Shares or other capital stock of or other interests in Reven REIT issued in connection with a taxable stock dividend as described in Section 4.02(a)(i)(2) hereof) or enter into any transaction that would cause an adjustment to the General Partner’s distribution reinvestment plan) Conversion Factor or Rights other than to all holders of REIT Shares, Preferred Shares, Junior Shares or New Securities, as the case may be, unless (A) the General Partner shall contribute cause the Partnership to issue to the General Partner or Reven REIT (or any net direct or indirect wholly owned Subsidiary of the General Partner or Reven REIT) Partnership Units or Rights having designations, preferences and other rights, all such that the economic interests are substantially similar to those of the Additional Securities, and (B) Reven REIT, directly or through the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner or another direct or indirect wholly owned Subsidiary of Reven REIT) contributes the proceeds from the issuance of such Additional Securities and from any exercise of rights Rights contained in such Additional Securities, directly and through the General Partner, Securities to the Partnership in return for, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights such that their economic interests are substantially similar to those of the Additional SecuritiesPartnership; provided, however, that the General Partner Reven REIT is allowed to issue Additional Securities in connection with an acquisition of assets that would not Property to be owned held directly or indirectly by the PartnershipReven REIT, but if and only if, such direct acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests by a majority of the General Partner and the Partnership; provided further, that the General Partner is allowed to use net proceeds from the issuance and sale of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase planIndependent Directors. Without limiting the foregoing, the General Partner Reven REIT is expressly authorized to issue Additional Securities for less than fair market value, and the General Partner is authorized to cause the Partnership to issue to the General Partner or Reven REIT (or any direct or indirect wholly owned Subsidiary of the General Partner or Reven REIT) corresponding Partnership InterestsUnits, so long as (x) the General Partner concludes in good faith that such issuance is in the best interests of Reven REIT and the Partnership and (y) Reven REIT, directly or through the General Partner and the Partnership. Without limiting the foregoing, if (or any direct or indirect wholly owned Subsidiary of the General Partner or another direct or indirect wholly owned Subsidiary of Reven REIT) contributes all proceeds from such issuance to the Partnership, including without limitation, the issuance of REIT Shares and corresponding Partnership Units pursuant to a stock purchase plan providing for purchases of REIT Shares at a discount from fair market value or pursuant to stock awards, including stock options that have an exercise price that is less than the fair market value of the REIT Shares, either at the time of issuance or at the time of exercise, and restricted or other stock awards approved by the Board of Directors. For example, in the event Reven REIT issues REIT Shares of any Class for a cash purchase price and Reven REIT, directly or through the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner or another direct or indirect wholly owned Subsidiary of Reven REIT) contributes all of the net proceeds of such issuance to the Partnership as required hereunder, the General Partner or Reven REIT (or any direct or indirect wholly owned Subsidiary of the General Partner or Reven REIT) shall be issued a number of additional Partnership Units having the same Class designation as the issued REIT Shares equal to the product of (A) the number of such REIT Shares of that Class issued by the General Partner Reven REIT, the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator of which is 100%, and the denominator of which is the Conversion Factor in effect on the date of such contribution.

Upon Issuance of Additional Securities. Upon the issuance by the The General Partner of shall not issue any Additional Securities additional REIT Shares (including other than REIT Shares issued in connection with a redemption pursuant to Section 8.05 hereof) or rights, options, warrants or convertible or exchangeable securities containing the General Partner’s distribution reinvestment planright to subscribe for or purchase REIT Shares (collectively, "Additional Securities") other than to all holders of REIT Shares, unless (A) the General Partner shall contribute any cause the Partnership to issue to the General Partner, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights, all such that the economic interests are substantially similar to those of the Additional Securities, and (B) the General Partner contributes the net proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through the General Partner, to the Partnership in return for, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights such that their economic interests are substantially similar to those of the Additional SecuritiesPartnership; provided, however, that the General Partner is allowed to issue Additional Securities in connection with an acquisition of assets that would not a property to be owned held directly or indirectly by the Partnership, but if and only if, such acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests of the General Partner and the Partnership; provided further, that the General Partner is allowed to use net proceeds from the issuance and sale of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase planPartner. Without limiting the foregoing, the General Partner is expressly authorized to issue Additional Securities for less than fair market value, and to cause the Partnership to issue to the General Partner corresponding Partnership Interests, so long as (x) the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership, including without limitation, the issuance of REIT Shares and corresponding Partnership Units pursuant to an employee share purchase plan providing for employee purchases of REIT Shares at a discount from fair market value or employee stock options that have an exercise price that is less than the fair market value of the REIT Shares, either at the time of issuance or at the time of exercise, and (y) the General Partner contributes all proceeds from such issuance to the Partnership. Without limiting For example, in the foregoing, if event the General Partner issues REIT Shares of any Class for a cash purchase price and contributes all of the net proceeds of such issuance to the Partnership as required hereunder, the General Partner shall be issued a number of additional Partnership Units having the same Class designation as the issued REIT Shares equal to the product of (A) the number of such REIT Shares of that Class issued by the General Partner Partner, the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator of which is 100%, and the denominator of which is the Conversion Factor in effect on the date of such contribution.

Upon Issuance of Additional Securities. Upon the issuance by the General Partner of The Company -------------------------------------- shall not issue any Additional Securities additional Company Shares (including other than Company Shares issued in connection with a redemption pursuant to Section 8.05 hereof) or rights, options, warrants or convertible or exchangeable securities containing the General Partner’s distribution reinvestment planright to subscribe for or purchase Company Shares (collectively, "Additional Securities") other than to all holders of REIT Company Shares, unless (A) the General Partner shall contribute any net proceeds from cause the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through the General Partner, Partnership to issue to the Partnership in return for, as the General Partner may designate, Company Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights rights, all such that their the economic interests are substantially similar to those of the Additional Securities, and (B) the Company contributes the proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities to the Partnership; provided, however, that the General Partner -------- ------- Company is allowed to issue Additional Securities in connection with an acquisition of assets that would not a property to be owned held directly or indirectly by the PartnershipCompany, but if and only if, such direct acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests of the General Partner Company and the Partnership; provided further, that Partnership by a majority of the General Partner is allowed to use net proceeds from the issuance and sale of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase planIndependent Directors. Without limiting the foregoing, the General Partner Company is expressly authorized to issue Additional Securities for less than fair market value, and to cause the Partnership to issue to the General Partner Company corresponding Partnership Interests, including without limitation, the issuance of Company Shares and corresponding Partnership Units pursuant to an employee stock purchase plan providing for employee purchases of Company Shares at a discount from fair market value or employee stock options that have an exercise price that is less than the fair market value of the Company Shares, either at the time of issuance or at the time of exercise, so long as (x) the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership, and (y) the Company contributes all proceeds from such issuance to the Partnership. Without limiting For example, in the foregoing, if event the General Partner Company issues REIT Company Shares of any Class for a cash purchase price and contributes all of the net proceeds of such issuance to the Partnership as required hereunder, the General Partner Company shall be issued a number of additional Partnership Units having the same Class designation as the issued REIT Shares equal to the product of (A) the number of such REIT Company Shares of that Class issued by the General Partner Company, the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator of which is 100%, and the denominator of which is the Conversion Factor in effect on the date of such contribution.

Upon Issuance of Additional Securities. Upon the issuance by the The General Partner of shall -------------------------------------- not issue any Additional Securities additional REIT Shares (including other than REIT Shares issued in connection with an exchange made pursuant to Section 8.05 hereof) or rights, options, warrants or convertible or exchangeable securities containing the General Partner’s distribution reinvestment planright to subscribe for or purchase REIT Shares (collectively, "Additional Securities") other than to all holders of REIT Shares, unless (A) the General Partner shall contribute any net proceeds from ------ cause the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through Partnership to issue to the General Partner, to the Partnership in return for, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights such that their the economic interests are substantially similar to those of the Additional Securities, and (B) the General Partner contributes the proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through the General Partner, to the Partnership; provided, however, that the General Partner is -------- ------- allowed to issue Additional Securities in connection with an acquisition of assets that would not a property to be owned held directly or indirectly by the PartnershipGeneral Partner, but if and only if, such direct acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests of the General Partner and the Partnership; provided further, that Partnership by a majority of the General Partner is allowed to use net proceeds from the issuance and sale of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase planIndependent Directors. Without limiting the foregoing, the General Partner is expressly authorized to issue Additional Securities for less than fair market value, and to cause the Partnership to issue to the General Partner corresponding Partnership Interests, so long as (1) the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership. Without limiting , including without limitation, the foregoingissuance of REIT Shares and corresponding Partnership Units pursuant to an employee share purchase plan providing for employee purchases of REIT Shares at a discount from fair market value or employee stock options that have an exercise price that is less than the fair market value of the REIT Shares, if either at the time of issuance or at the time of exercise, and (2) the General Partner issues REIT Shares of any Class for a cash purchase price and contributes all of the net proceeds of from such issuance to the Partnership as required hereunder, the General Partner shall be issued a number of additional Partnership Units having the same Class designation as the issued REIT Shares equal to the number of such REIT Shares of that Class issued by the General Partner the proceeds of which were so contributedPartnership.

Upon Issuance of Additional Securities. Upon the issuance by the The General Partner of shall not issue any Additional Securities additional REIT Shares (including other than REIT Shares issued in connection with an exchange pursuant to the General Partner’s distribution reinvestment planSection 8.04 hereof or a taxable share dividend as described in Section 4.02(a)(i)(2) hereof) or Rights (collectively, “Additional Securities”) other than to all holders of REIT Shares, unless (A) the General Partner shall contribute cause the Partnership to issue to the General Partner (or any net direct or indirect wholly owned Subsidiary of the General Partner) Partnership Units or Rights having designations, preferences and other rights, all such that the economic interests are substantially similar to those of the Additional Securities, and (B) the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner) contributes the proceeds from the issuance of such Additional Securities and from any exercise of rights Rights contained in such Additional Securities, directly and through the General Partner, Securities to the Partnership in return for, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights such that their economic interests are substantially similar to those of the Additional Securities; provided, however, that the General Partner is allowed to issue Additional Securities in connection with an acquisition of assets that would not be owned directly or indirectly by the Partnership, but if and only if, such acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests of the General Partner and the Partnership; provided further, that the General Partner is allowed to use net proceeds from the issuance and sale of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase plan. Without limiting the foregoing, the General Partner is expressly authorized to issue Additional Securities for less than fair market value, and the General Partner is authorized to cause the Partnership to issue to the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner) corresponding Partnership InterestsUnits, so long as (x) the General Partner concludes in good faith that such issuance is in the best interests of the Partnership and (y) the General Partner and (or any direct or indirect wholly owned Subsidiary of the General Partner) contributes all proceeds from such issuance to the Partnership, including without limitation, the issuance of REIT Shares and corresponding Partnership Units pursuant to a share purchase plan providing for purchases of REIT Shares at a discount from fair market value or pursuant to awards issued in accordance with the terms of any Equity Plan, including options that have an exercise price that is less than the fair market value of the REIT Shares, either at the time of issuance or at the time of exercise, and restricted or other share awards approved by the Board of Directors. Without limiting For example, in the foregoing, if event the General Partner issues REIT Shares of any Class for a cash purchase price and the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner) contributes all of the net proceeds of such issuance to the Partnership as required hereunder, the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner) shall be issued a number of additional Partnership Units having the same Class designation as the issued REIT Shares equal to the product of (A) the number of such REIT Shares of that Class issued by the General Partner Partner, the proceeds of which were so contributed, divided by (B) the Conversion Factor in effect on the date of such contribution.

Upon Issuance of Additional Securities. Upon the issuance by the The General Partner of shall not issue any Additional Securities additional REIT Shares (including other than REIT Shares issued in connection with an exchange pursuant to the General Partner’s distribution reinvestment planSection 8.04 hereof or a taxable share dividend as described in Section 4.02(a)(i)(2) hereof) or Rights (collectively, “Additional Securities”) other than to all holders of REIT Shares, unless (A) the General Partner shall contribute cause the Partnership to issue to the General Partner (or any net direct or indirect wholly owned Subsidiary of the General Partner) Partnership Units or Rights having designations, preferences and other rights, all such that the economic interests are substantially similar to those of the Additional Securities, and (B) the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner) contributes the proceeds from the issuance of such Additional Securities and from any exercise of rights Rights contained in such Additional Securities, directly and through the General Partner, Securities to the Partnership in return for, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights such that their economic interests are substantially similar to those of the Additional SecuritiesPartnership; provided, however, that the General Partner is allowed to issue Additional Securities in connection with an acquisition of assets that would not Property to be owned held directly or indirectly by the PartnershipGeneral Partner, but if and only if, such direct acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests by a majority of the General Partner and the Partnership; provided further, that the General Partner is allowed to use net proceeds from the issuance and sale of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase planIndependent Trustees. Without limiting the foregoing, the General Partner is expressly authorized to issue Additional Securities for less than fair market value, and the General Partner is authorized to cause the Partnership to issue to the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner) corresponding Partnership InterestsUnits, so long as (x) the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership and (y) the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner) contributes all proceeds from such issuance to the Partnership, including without limitation, the issuance of REIT Shares and corresponding Partnership Units pursuant to a share purchase plan providing for purchases of REIT Shares at a discount from fair market value or pursuant to share awards, including share options that have an exercise price that is less than the fair market value of the REIT Shares, either at the time of issuance or at the time of exercise, and restricted or other share awards approved by the Board of Trustees. Without limiting For example, in the foregoing, if event the General Partner issues REIT Shares of any Class for a cash purchase price and the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner) contributes all of the net proceeds of such issuance to the Partnership as required hereunder, the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner) shall be issued a number of additional Partnership Units having the same Class designation as the issued REIT Shares equal to the product of (A) the number of such REIT Shares of that Class issued by the General Partner Partner, the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator of which is 100%, and the denominator of which is the Conversion Factor in effect on the date of such contribution.

Upon Issuance of Additional Securities. Upon the issuance by the General Partner of The Company -------------------------------------- shall not issue any Additional Securities additional REIT Shares (including other than REIT Shares issued in connection with a redemption pursuant to Section 8.05 hereof) or rights, options, warrants or convertible or exchangeable securities containing the General Partner’s distribution reinvestment planright to subscribe for or purchase REIT Shares (collectively, "Additional Securities") other than to all holders of REIT Shares, unless (A) the General Partner shall contribute any net proceeds from cause the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through Partnership to issue to the General Partner and the REIT Limited Partner, to the Partnership in return for, as the General Partner Company may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights rights, all such that their the economic interests are substantially similar to those of the Additional Securities, and (B) the Company contributes the proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, through the General Partner and the REIT Limited Partner to the Partnership; provided, however, that the General Partner Company is allowed to issue Additional Securities in connection with an acquisition of assets that would not a property to be owned held directly or indirectly by the PartnershipCompany, but if and only if, such direct acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests of the General Partner Company and the Partnership; provided further, that Partnership by a majority of the General Partner is allowed to use net proceeds from the issuance and sale of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase planIndependent Directors. Without limiting the foregoing, the General Partner Company is expressly authorized to issue Additional Securities for less than fair market value, and to cause the Partnership to issue to the General Partner corresponding Partnership Interests, so long as (x) the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership. Without limiting , including without limitation, the foregoingissuance of REIT Shares and corresponding Partnership Units pursuant to an employee stock purchase plan providing for employee purchases of REIT Shares at a discount from fair market value or employee stock options that have an exercise price that is less than the fair market value of the REIT Shares, if either at the time of issuance or at the time of exercise, and (y) the Company contributes all proceeds from such issuance, through the General Partner and the REIT Limited Partner, to the Partnership. For example, in the event the Company issues REIT Shares of any Class for a cash purchase price and contributes all of the net proceeds of such issuance issuance, through the General Partner and the REIT Limited Partner, to the Partnership as required hereunder, the General Partner and the REIT Limited Partner, as the Company may so designate, shall be issued a number of additional Partnership Units having the same Class designation as the issued REIT Shares equal to the product of (A) the number of such REIT Shares of that Class issued by the General Partner Company, the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator of which is 100%, and the denominator of which is the Conversion Factor in effect on the date of such contribution.

Upon Issuance of Additional Securities. Upon the issuance by the The General Partner of shall not issue any Additional Securities (including other than REIT Shares issued in connection with an exchange pursuant to Section 8.04 hereof or REIT Shares or other capital stock of or other interests in the General Partner’s distribution reinvestment planPartner issued in connection with a taxable stock dividend as described in Section 4.02(a)(i)(2) hereof) or any transaction that would cause an adjustment to the Conversion Factor or Rights other than to all holders of REIT Shares, Preferred Shares, Junior Shares or New Securities, as the case may be, unless (A) the General Partner shall contribute cause the Partnership to issue to the General Partner (or any net direct or indirect wholly owned Subsidiary of the General Partner) Partnership Units or Rights having designations, preferences and other rights, all such that the economic interests are substantially similar to those of the Additional Securities, and (B) the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner) contributes the proceeds from the issuance of such Additional Securities and from any exercise of rights Rights contained in such Additional Securities, directly and through the General Partner, Securities to the Partnership in return for, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights such that their economic interests are substantially similar to those of the Additional SecuritiesPartnership; provided, however, that the General Partner is allowed to issue Additional Securities in connection with an acquisition of assets that would not Property to be owned held directly or indirectly by the PartnershipGeneral Partner, but if and only if, the General Partner concludes in good faith that such direct acquisition and issuance of Additional Securities have been approved and determined to be is in or not opposed to the best interests of the General Partner and the Partnership; provided further, that the General Partner is allowed to use net proceeds from the issuance and sale of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase plan. Without limiting the foregoing, the General Partner is expressly authorized to issue Additional Securities for less than fair market value, and the General Partner is authorized to cause the Partnership to issue to the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner) corresponding Partnership InterestsUnits, so long as (x) the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership and (y) the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner) contributes all proceeds from such issuance to the Partnership, including without limitation, the issuance of REIT Shares and corresponding Partnership Units pursuant to a share purchase plan providing for purchases of REIT Shares at a discount from fair market value or pursuant to share awards, including share options that have an exercise price that is less than the fair market value of the REIT Shares, either at the time of issuance or at the time of exercise, and restricted or other share awards approved by the Board of Directors. Without limiting For example, in the foregoing, if event the General Partner issues REIT Shares of any Class for a cash purchase price and the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner) contributes all of the net proceeds of such issuance to the Partnership as required hereunder, the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner) shall be issued a number of additional Partnership Units having the same Class designation as the issued REIT Shares equal to the product of (A) the number of such REIT Shares of that Class issued by the General Partner Partner, the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator of which is 100%, and the denominator of which is the Conversion Factor in effect on the date of such contribution.

Upon Issuance of Additional Securities. Upon the issuance by the The General Partner of shall not issue any Additional Securities (including pursuant to the General Partner’s distribution reinvestment plan) other than to all holders of REIT Shares, unless (A) the General Partner shall contribute any net proceeds from cause the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through Partnership to issue to the General Partner, to the Partnership in return for, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights rights, all such that their the economic interests are substantially similar to those of the Additional Securities, and (B) the General Partner contributes the proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through the General Partner, to the Partnership; provided, however, that the General Partner is allowed to issue Additional Securities and use the proceeds from such issuance (“Asset Acquisition Contributions”) in connection with an acquisition of assets a General Partner Property and any Asset Acquisition Contributions are not required to be contributed to the Partnership. As indicated above, the Partners agree that would not for Federal income tax purposes, General Partner Property (and all associated items of income, gain, loss and deduction) will be treated as being owned directly or indirectly by the PartnershipPartnership and, but if and only ifas such, such acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests of the General Partner and agrees to transfer to the Partnership; provided further, that Partnership any amounts it receives from the operation and/or disposition of General Partner is allowed to use net proceeds from Property (“General Partner Property Amounts”) and all General Partner Property Amounts shall then be paid by the issuance and sale Partnership in accordance with Section 5.2(b) of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase planthis Agreement. Without limiting the foregoing, the General Partner is expressly authorized to issue Additional Securities for less than fair market value, and to cause the Partnership to issue to the General Partner corresponding Partnership Interests, so long as (x) the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership, including without limitation, the issuance of REIT Shares and corresponding Partnership Units pursuant to an employee share purchase plan providing for employee purchases of REIT Shares at a discount from fair market value or employee stock options that have an exercise price that is less than the fair market value of the REIT Shares, either at the time of issuance or at the time of exercise, and (y) the General Partner contributes all proceeds from such issuance to the Partnership. Without limiting For example, in the foregoing, if event the General Partner issues REIT Shares of any Class for a cash purchase price and contributes all of the net proceeds of such issuance to the Partnership as required hereunderPartnership, the General Partner shall be issued a number of additional Partnership Units having the same Class designation as the issued REIT Shares equal to the product of (A) the number of such REIT Shares of that Class issued by the General Partner Partner, the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator of which is 100%, and the denominator of which is the Conversion Factor in effect on the date of such contribution.

Upon Issuance of Additional Securities. Upon the issuance by the The General Partner of shall not issue any Additional Securities additional REIT Shares (including other than REIT Shares issued in connection with an exchange pursuant to the General Partner’s distribution reinvestment planSection 8.04 hereof or a taxable share dividend as described in Section 4.02(a)(i)(2) hereof) or Rights (collectively, “Additional Securities”) other than to all holders of REIT Shares, unless (A) the General Partner shall contribute cause the Partnership to issue to the General Partner (or any net direct or indirect wholly owned Subsidiary of the General Partner) Partnership Units or Rights having designations, preferences and other rights, all such that the economic interests are substantially similar to those of the Additional Securities, and (B) the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner) contributes the proceeds from the issuance of such Additional Securities and from any exercise of rights Rights contained in such Additional Securities, directly and through the General Partner, Securities to the Partnership in return for, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights such that their economic interests are substantially similar to those of the Additional SecuritiesPartnership; provided, however, that the General Partner is allowed to issue Additional Securities in connection with an acquisition of assets that would not Property to be owned held directly or indirectly by the PartnershipGeneral Partner, but if and only if, such direct acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests by a majority of the General Partner and the Partnership; provided further, that the General Partner is allowed to use net proceeds from the issuance and sale of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase planIndependent Directors. Without limiting the foregoing, the General Partner is expressly authorized to issue Additional Securities for less than fair market value, and the General Partner is authorized to cause the Partnership to issue to the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner) corresponding Partnership InterestsUnits, so long as (x) the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership and (y) the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner) contributes all proceeds from such issuance to the Partnership, including without limitation, the issuance of REIT Shares and corresponding Partnership Units pursuant to a share purchase plan providing for purchases of REIT Shares at a discount from fair market value or pursuant to share awards, including share options that have an exercise price that is less than the fair market value of the REIT Shares, either at the time of issuance or at the time of exercise, and restricted or other share awards approved by the Board of Trustees. Without limiting For example, in the foregoing, if event the General Partner issues REIT Shares of any Class for a cash purchase price and the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner) contributes all of the net proceeds of such issuance to the Partnership as required hereunder, the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner) shall be issued a number of additional Partnership Units having the same Class designation as the issued REIT Shares equal to the product of (A) the number of such REIT Shares of that Class issued by the General Partner Partner, the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator of which is 100%, and the denominator of which is the Conversion Factor in effect on the date of such contribution.

Upon Issuance of Additional Securities. Upon the issuance by the The General Partner of shall not issue any Additional Securities additional REIT Shares (including other than REIT Shares issued in connection with an exchange pursuant to Section 8.5 hereof) or rights, options, warrants or convertible or exchangeable securities containing the General Partner’s distribution reinvestment plan) right to subscribe for or purchase REIT Shares (collectively, "Additional Securities" other than to all holders of REIT Shares, unless (A) the General Partner shall contribute any cause the Partnership to issue to the General Partner, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights, all such that the economic interests are substantially similar to those of the Additional Securities, and (B) the General Partner contributes the net proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through the General Partner, to the Partnership in return for, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights such that their economic interests are substantially similar to those of the Additional SecuritiesPartnership; provided, however, that the General Partner is allowed to issue Additional Securities in connection with an acquisition of assets that would not a property to be owned held directly or indirectly by the PartnershipGeneral Partner, but if and only if, such direct acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests of the General Partner and the Partnership; provided further, that Partnership by a majority of the Independent Directors (as defined in the General Partner is allowed to use net proceeds from the issuance and sale Partner's Articles of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase planIncorporation). Without limiting the foregoing, the General Partner is expressly authorized to issue Additional Securities for less than fair market value, and to cause the Partnership to issue to the General Partner corresponding Partnership Interests, so long as (x) the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership, including without limitation, the issuance of REIT Shares and corresponding Partnership Units pursuant to an employee share purchase plan providing for employee purchases of REIT Shares at a discount from fair market value or employee stock options that have an exercise price that is less than the fair market value of the REIT Shares, either at the time of issuance or at the time of exercise, and (y) the General Partner contributes all proceeds from such issuance to the Partnership. Without limiting For example, in the foregoing, if event the General Partner issues REIT Shares of any Class for a cash purchase price and contributes all of the net proceeds of such issuance to the Partnership as required hereunder, the General Partner shall be issued a number of additional Partnership Units having the same Class designation as the issued REIT Shares equal to the product of (A) the number of such REIT Shares of that Class issued by the General Partner Partner, the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator of which is 100%, and the denominator of which is the Conversion Factor in effect on the date of such contribution.

Upon Issuance of Additional Securities. Upon the issuance by the The General Partner of shall not issue any Additional Securities additional REIT Shares (including other than REIT Shares issued in connection with an exchange pursuant to the General Partner’s distribution reinvestment planSection 8.04 or a taxable share dividend as described in Section 4.02(a)(i)(2)) or Rights (collectively, “Additional Securities”) other than to all holders of REIT Shares, unless (A) the General Partner shall contribute cause the Partnership to issue to the General Partner (or any net direct or indirect wholly owned Subsidiary of the General Partner) Partnership Units or Rights having designations, preferences and other rights, all such that the economic interests are substantially similar to those of the Additional Securities, and (B) the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner) contributes the proceeds from the issuance of such Additional Securities and from any exercise of rights Rights contained in such Additional Securities, directly and through the General Partner, Securities to the Partnership in return for, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights such that their economic interests are substantially similar to those of the Additional SecuritiesPartnership; provided, however, that the General Partner is allowed to issue Additional Securities in connection with an acquisition of assets that would not Property to be owned held directly or indirectly by the PartnershipGeneral Partner, but if and only if, such direct acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests by a majority of the General Partner and the Partnership; provided further, that the General Partner is allowed to use net proceeds from the issuance and sale of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase planIndependent Directors. Without limiting the foregoing, the General Partner is expressly authorized to issue Additional Securities for less than fair market value, and the General Partner is authorized to cause the Partnership to issue to the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner) corresponding Partnership InterestsUnits, so long as (x) the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership and (y) the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner) contributes all proceeds from such issuance to the Partnership, including without limitation, the issuance of REIT Shares and corresponding Partnership Units pursuant to a share purchase plan providing for purchases of REIT Shares at a discount from fair market value or pursuant to share awards, including share options that have an exercise price that is less than the fair market value of the REIT Shares, either at the time of issuance or at the time of exercise, and restricted or other share awards approved by the Board of Directors. Without limiting For example, in the foregoing, if event the General Partner issues REIT Shares of any Class for a cash purchase price and the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner) contributes all of the net proceeds of such issuance to the Partnership as required hereunder, the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner) shall be issued a number of additional Partnership Units having the same Class designation as the issued REIT Shares equal to the product of (A) the number of such REIT Shares of that Class issued by the General Partner Partner, the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator of which is 100%, and the denominator of which is the Conversion Factor in effect on the date of such contribution.

Upon Issuance of Additional Securities. Upon the issuance by the The General Partner of shall not issue any Additional Securities (including other than REIT Shares issued in connection with an exchange pursuant to Section 8.4 hereof or REIT Shares or other capital stock of or other interests in the General Partner’s distribution reinvestment planPartner issued in connection with a taxable stock dividend as described in Section 4.2(a)(i)(2) hereof) or Rights other than to all holders of REIT Shares, Preferred Shares, Junior Shares, or New Securities, as the case may be, unless (A) the General Partner shall contribute cause the Partnership to issue to the General Partner (or any net direct or indirect wholly owned Subsidiary of the General Partner) Partnership Units or Rights having designations, preferences and other rights, all such that the economic interests are substantially similar to those of the Additional Securities, and (B) the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner) contributes the proceeds from the issuance of such Additional Securities and from any exercise of rights Rights contained in such Additional Securities, directly and through the General Partner, Securities to the Partnership in return for, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights such that their economic interests are substantially similar to those of the Additional SecuritiesPartnership; provided, however, that the General Partner is allowed to issue Additional Securities in connection with an acquisition of assets that would not Property to be owned held directly or indirectly by the PartnershipGeneral Partner, but if and only if, such direct acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests by a majority of the General Partner and the Partnership; provided further, that the General Partner is allowed to use net proceeds from the issuance and sale of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase planIndependent Directors. Without limiting the foregoing, the General Partner is expressly authorized to issue Additional Securities for less than fair market value, and the General Partner is authorized to cause the Partnership to issue to the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner) corresponding Partnership InterestsUnits, so long as (x) the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership and (y) the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner) contributes all proceeds from such issuance to the Partnership, including without limitation, the issuance of REIT Shares and corresponding Partnership Units pursuant to a stock purchase plan providing for purchases of REIT Shares at a discount from fair market value or pursuant to stock awards, including stock options that have an exercise price that is less than the fair market value of the REIT Shares, either at the time of issuance or at the time of exercise, and restricted or other stock awards approved by the Board of Directors. Without limiting For example, in the foregoing, if event the General Partner issues REIT Shares of any Class for a cash purchase price and the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner) contributes all of the net proceeds of such issuance to the Partnership as required hereunder, the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner) shall be issued a number of additional Partnership Units having the same Class designation as the issued REIT Shares equal to the product of (A) the number of such REIT Shares of that Class issued by the General Partner Partner, the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator of which is 100%, and the denominator of which is the Conversion Factor in effect on the date of such contribution.

Upon Issuance of Additional Securities. Upon the issuance by the General Partner of The Company shall not issue any Additional Securities additional REIT Shares (including other than REIT Shares issued in connection with an exchange pursuant to Section 8.04 hereof) or rights, options, warrants or convertible or exchangeable securities containing the General Partner’s distribution reinvestment planright to subscribe for or purchase REIT Shares (collectively, “Additional Securities”) other than to all holders of REIT Shares, unless (A) the General Partner shall contribute any net proceeds from cause the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through the General Partner, Partnership to issue to the Partnership in return for, as the General Partner may designate, Company Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights rights, all such that their the economic interests are substantially similar to those of the Additional Securities, and (B) the Company contributes the proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities to the Partnership; provided, however, that the General Partner Company is allowed to issue Additional Securities in connection with an acquisition of assets that would not a property to be owned held directly or indirectly by the PartnershipCompany, but if and only if, such direct acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests of the General Partner Company and the Partnership; provided further, that Partnership by a majority of the General Partner is allowed to use net proceeds from the issuance and sale of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase planIndependent Directors. Without limiting the foregoing, the General Partner Company is expressly authorized to issue Additional Securities for less than fair market value, and to cause the Partnership to issue to the General Partner Company corresponding Partnership Interests, so long as (x) the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership and (y) the Company contributes all proceeds from such issuance to the Partnership, including without limitation, the issuance of REIT Shares and corresponding Partnership Units pursuant to a share purchase plan providing for purchases of REIT Shares at a discount from fair market value or employee stock options that have an exercise price that is less than the fair market value of the REIT Shares, either at the time of issuance or at the time of exercise, or restricted or other stock awards. Without limiting For example, in the foregoing, if event the General Partner Company issues REIT Shares of any Class for a cash purchase price and the Company contributes all of the net proceeds of such issuance to the Partnership as required hereunder, the General Partner Company shall be issued a number of additional Partnership Units having the same Class designation as the issued REIT Shares equal to the product of (A) the number of such REIT Shares of that Class issued by the General Partner Company, the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator of which is 100%, and the denominator of which is the Conversion Factor in effect on the date of such contribution.

Upon Issuance of Additional Securities. Upon the issuance by the The General Partner of shall not issue any Additional Securities additional REIT Shares (including other than REIT Shares issued in connection with an exchange pursuant to Section 8.05 hereof) or rights, options, warrants or convertible or exchangeable securities containing the General Partner’s distribution reinvestment planright to subscribe for or purchase REIT Shares (collectively, "Additional Securities") other than to all holders of REIT Shares, unless (A) the General Partner shall contribute any net proceeds from cause the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through Partnership to issue to the General Partner, to the Partnership in return for, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights rights, all such that their the economic interests are substantially similar to those of the Additional Securities, and (B) the General Partner contributes the proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through the General Partner, to the Partnership; provided, however, that the General Partner is allowed to issue Additional Securities in connection with an acquisition of assets that would not a property to be owned held directly or indirectly by the PartnershipGeneral Partner, but if and only if, such direct acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests of the General Partner and the Partnership; provided further, that Partnership by a majority of the Independent Directors (as defined in the General Partner is allowed to use net proceeds from the issuance Partner's Amended and sale Restated Articles of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase planIncorporation). Without limiting the foregoing, the General Partner is expressly authorized to issue Additional Securities for less than fair market value, and to cause the Partnership to issue to the General Partner corresponding Partnership Interests, so long as (x) the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership, including without limitation, the issuance of REIT Shares and corresponding Partnership Units pursuant to an employee share purchase plan providing for employee purchases of REIT Shares at a discount from fair market value or employee stock options that have an exercise price that is less than the fair market value of the REIT Shares, either at the time of issuance or at the time of exercise, and (y) the General Partner contributes all proceeds from such issuance to the Partnership. Without limiting For example, in the foregoing, if event the General Partner issues REIT Shares of any Class for a cash purchase price and contributes all of the net proceeds of such issuance to the Partnership as required hereunder, the General Partner shall be issued a number of additional Partnership Units having the same Class designation as the issued REIT Shares equal to the product of (A) the number of such REIT Shares of that Class issued by the General Partner Partner, the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator of which is 100%, and the denominator of which is the Conversion Factor in effect on the date of such contribution.

Upon Issuance of Additional Securities. Upon the issuance by the General Partner of The Company shall not issue any Additional Securities additional REIT Shares (including other than REIT Shares issued in connection with a redemption pursuant to Section 8.04 hereof) or rights, options, warrants or convertible or exchangeable securities containing the General Partner’s distribution reinvestment planright to subscribe for or purchase REIT Shares (collectively, “Additional Securities”) other than to all holders of REIT Shares, unless (A) the General Partner shall contribute any net proceeds from cause the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through the General Partner, Partnership to issue to the Partnership in return for, as the General Partner may designate, Company Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights rights, all such that their the economic interests are substantially similar to those of the Additional Securities; provided, however, that and (B) the General Partner is allowed to issue Additional Securities in connection with an acquisition of assets that would not be owned directly or indirectly by Company contributes the Partnership, but if and only if, such acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests of the General Partner and the Partnership; provided further, that the General Partner is allowed to use net proceeds from the issuance and sale of such Additional Securities and from any exercise of rights contained in such Additional Securities to repurchase REIT Shares pursuant to a share repurchase planthe Partnership. Without limiting the foregoing, the General Partner Company is expressly authorized to issue Additional Securities for less than fair market value, and and, upon such issuance, the General Partner is expressly authorized to cause the Partnership to issue to the General Partner Company corresponding Partnership Interests, so long as (x) the General Partner concludes in good faith that such issuance is in the best interests of the Company, the General Partner and the Partnership and (y) the Company contributes all proceeds from such issuance to the Partnership, including without limitation, the issuance of REIT Shares and corresponding Partnership Units pursuant to a share purchase plan providing for purchases of REIT Shares at a discount from fair market value or employee stock options that have an exercise price that is less than the fair market value of the REIT Shares, either at the time of issuance or at the time of exercise. Without limiting For example, in the foregoing, if event the General Partner Company issues REIT Shares of any Class for a cash purchase price and contributes all of the net proceeds of such issuance to the Partnership as required hereunder, the General Partner shall be issued a number of additional Partnership Units having the same Class designation as the issued REIT Shares equal to the product of (A) the number of such REIT Shares of that Class issued by the General Partner Company, the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator of which is 100%, and the denominator of which is the Conversion Factor in effect on the date of such contribution.

Upon Issuance of Additional Securities. Upon the issuance by the The General Partner of shall not issue any Additional Securities (including pursuant to the General Partner’s distribution reinvestment plan) other than to all holders of REIT Shares, unless (A) the General Partner shall contribute any net cause the Partnership to issue to the General Partner, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights, all such that the economic interests are substantially similar to those of the Additional Securities, and (B) the General Partner contributes the proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through the General Partner, to the Partnership in return for(without limiting the foregoing, as for example, if the General Partner may designateissues Class D REIT Shares, Partnership Interests or rights, options, warrants or convertible or exchangeable securities then the General Partner shall contribute the proceeds of the Partnership having designations, preferences and other rights such that their economic interests are substantially similar to those issuance of the Additional SecuritiesClass D REIT Shares to the Partnership and shall cause the Partnership to issue Class D Units to the General Partner); provided, however, that the General Partner is allowed to issue Additional Securities in connection with an acquisition of assets that would not a property to be owned held directly or indirectly by the PartnershipGeneral Partner, but if and only if, such direct acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests of the General Partner and the Partnership; provided further, that the General Partner is allowed to use net proceeds from the issuance and sale of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase plan. Without limiting the foregoing, the General Partner is expressly authorized to issue Additional Securities for less than fair market value, and to cause the Partnership to issue to the General Partner corresponding Partnership Interests, so long as (x) the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership, including without limitation, the issuance of REIT Shares and ​ ​ corresponding Partnership Units pursuant to an employee share purchase plan providing for employee purchases of REIT Shares at a discount from fair market value or employee stock options that have an exercise price that is less than the fair market value of the REIT Shares, either at the time of issuance or at the time of exercise, and (y) the General Partner contributes all proceeds from such issuance to the Partnership. Without limiting For example, in the foregoing, if event the General Partner issues Class D REIT Shares of any Class for a cash purchase price and contributes all of the net proceeds of such issuance to the Partnership as required hereunder, the General Partner shall be issued a number of additional Partnership Class D Units having the same Class designation as the issued REIT Shares equal to the product of (A) the number of such Class D REIT Shares of that Class issued by the General Partner Partner, the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator of which is 100%, and the denominator of which is the Conversion Factor for Class D Units in effect on the date of such contribution.

Upon Issuance of Additional Securities. Upon the issuance by the General REIT Limited Partner of any Additional Securities (including pursuant to the General REIT Limited Partner’s distribution reinvestment plan) other than to all holders of REIT Shares, the General REIT Limited Partner shall contribute any net proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through the General REIT Limited Partner, to the Partnership in return for, as the General REIT Limited Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights such that their economic interests are substantially similar to those of the Additional Securities; provided, however, that the General Partner is allowed to issue Additional Securities in connection with an acquisition of assets that would not be owned directly or indirectly by the Partnership, but if and only if, such acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests of the General Partner and the Partnership; provided further, that the General REIT Limited Partner is allowed to use net proceeds from the issuance and sale of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase plan; and provided further that the REIT Limited Partner is allowed to issue Additional Securities in connection with an acquisition or operation of assets that would not be owned directly or indirectly by the Partnership, but if and only if, such direct acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests of the REIT Limited Partner and the Partnership. For purposes of this Section 4.3(a)(iii), the acquisition and operation by the REIT Limited Partner of an indirect leasehold interest in a DST Property pursuant to a Master Lease Agreement (or a substantially similar agreement), including the contribution of net proceeds from the REIT Limited Partner to a wholly owned subsidiary holding a direct or indirect leasehold interest in a DST Property to allow such subsidiary to satisfy its operating obligations, shall be deemed to have been approved and in the best interests of the REIT Limited Partner and the Partnership. Without limiting the foregoing, the General REIT Limited Partner is expressly authorized to issue Additional Securities for less than fair market value, and to cause the Partnership to issue to the General REIT Limited Partner corresponding Partnership Interests, so long as the General Partner concludes in good faith that such issuance is in the best interests of the General REIT Limited Partner and the Partnership, including without limitation, the issuance of REIT Shares and corresponding Partnership Units pursuant to an employee share purchase plan providing for employee purchases of REIT Shares at a discount from fair market value or employee stock options that have an exercise price that is less than the fair market value of the REIT Shares, either at the time of issuance or at the time of exercise. Without limiting the foregoing, if the General REIT Limited Partner issues REIT Shares of any Class for a cash purchase price and contributes all of the net proceeds of such issuance to the Partnership as required hereunder, the General REIT Limited Partner shall be issued a number of additional Partnership Units having the same Class designation as the issued REIT Shares equal to the number of such REIT Shares of that Class issued by the General REIT Limited Partner the proceeds of which were so contributed.

Upon Issuance of Additional Securities. Upon the issuance by the The General Partner of shall not issue any Additional Securities (including pursuant to the General Partner’s distribution reinvestment plan) other than to all holders of REIT Shares, unless (A) the General Partner shall contribute any net cause the Partnership to issue to the General Partner, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights, all such that the economic interests are substantially similar to those of the Additional Securities, and (B) the General Partner contributes the proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through the General Partner, to the Partnership in return for(without limiting the foregoing, as for example, the Partnership shall issue Partnership Interests consisting of Class I Units to the General Partner may designatein connection with the issuance of Class I REIT Shares, shall issue Partnership Interests or rights, options, warrants or convertible or exchangeable securities consisting of Class T Units to the General Partner in connection with the issuance of Class T REIT Shares and shall issue Partnership having designations, preferences and other rights such that their economic interests are substantially similar Interests consisting of Class W Units to those the General Partner in connection with the issuance of the Additional SecuritiesClass W REIT Shares); provided, however, that the General Partner is allowed to issue Additional Securities in connection with an acquisition of assets that would not a property to be owned held directly or indirectly by the PartnershipGeneral Partner, but if and only if, such direct acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests of the General Partner and the Partnership; provided further, that the General Partner is allowed to use net proceeds from the issuance and sale of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase plan. Without limiting the foregoing, the General Partner is expressly authorized ​ to issue Additional Securities for less than fair market value, and to cause the Partnership to issue to the General Partner corresponding Partnership Interests, so long as (x) the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership. Without limiting , including without limitation, the foregoingissuance of REIT Shares and corresponding Partnership Units pursuant to an employee share purchase plan providing for employee purchases of REIT Shares at a discount from fair market value or employee stock options that have an exercise price that is less than the fair market value of the REIT Shares, if either at the time of issuance or at the time of exercise, and (y) the General Partner issues REIT Shares of any Class for a cash purchase price and contributes all of the net proceeds of from such issuance to the Partnership as required hereunder, the General Partner shall be issued a number of additional Partnership Units having the same Class designation as the issued REIT Shares equal to the number of such REIT Shares of that Class issued by the General Partner the proceeds of which were so contributedPartnership.

Upon Issuance of Additional Securities. Upon the issuance by the The General Partner of shall not issue any Additional Securities (including pursuant to the General Partner’s distribution reinvestment plan) other than to all holders of REIT Shares, unless (A) the General Partner shall contribute any net cause the Partnership to issue to the General Partner, as the General Partner may designate, Partnership Interests or rights, options, 18 warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights, all such that the economic interests are substantially similar to those of the Additional Securities, and (B) the General Partner contributes the proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through the General Partner, to the Partnership in return for(without limiting the foregoing, as for example, if the General Partner may designateissues Class D REIT Shares, Partnership Interests or rights, options, warrants or convertible or exchangeable securities then the General Partner shall contribute the proceeds of the Partnership having designations, preferences and other rights such that their economic interests are substantially similar to those issuance of the Additional SecuritiesClass D REIT Shares to the Partnership and shall cause the Partnership to issue Class D Units to the General Partner); provided, however, that the General Partner is allowed to issue Additional Securities in connection with an acquisition of assets that would not a property to be owned held directly or indirectly by the PartnershipGeneral Partner, but if and only if, such direct acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests of the General Partner and the Partnership; provided further, that the General Partner is allowed to use net proceeds from the issuance and sale of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase plan. Without limiting the foregoing, the General Partner is expressly authorized to issue Additional Securities for less than fair market value, and to cause the Partnership to issue to the General Partner corresponding Partnership Interests, so long as (x) the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership, including without limitation, the issuance of REIT Shares and corresponding Partnership Units pursuant to an employee share purchase plan providing for employee purchases of REIT Shares at a discount from fair market value or employee stock options that have an exercise price that is less than the fair market value of the REIT Shares, either at the time of issuance or at the time of exercise, and (y) the General Partner contributes all proceeds from such issuance to the Partnership. Without limiting For example, in the foregoing, if event the General Partner issues Class D REIT Shares of any Class for a cash purchase price and contributes all of the net proceeds of such issuance to the Partnership as required hereunder, the General Partner shall be issued a number of additional Partnership Class D Units having the same Class designation as the issued REIT Shares equal to the product of (A) the number of such Class D REIT Shares of that Class issued by the General Partner Partner, the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator of which is 100%, and the denominator of which is the Conversion Factor for Class D Units in effect on the date of such contribution.

Upon Issuance of Additional Securities. Upon the issuance by the General Partner of The Company shall not issue any Additional Securities additional Common Shares (including other than Common Shares issued in connection with an exchange pursuant to Section 8.04 hereof) or rights, options, warrants or convertible or exchangeable securities containing the General Partner’s distribution reinvestment planright to subscribe for or purchase Common Shares (collectively, “Additional Securities”) other than to all holders of REIT Common Shares, unless (A) the General Partner shall contribute any net proceeds from cause the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through the General Partner, Partnership to issue to the Partnership in return for, as the General Partner may designate, Company Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights rights, all such that their the economic interests are substantially similar to those of the Additional Securities, and (B) the Company contributes the proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities to the Partnership; provided, however, that the General Partner Company is allowed to issue Additional Securities in connection with an acquisition of assets that would not a property to be owned held directly or indirectly by the PartnershipCompany, but if and only if, such direct acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests of the General Partner Company and the Partnership; provided further, that Partnership by a majority of the General Partner is allowed to use net proceeds from the issuance and sale of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase planIndependent Directors. Without limiting the foregoing, the General Partner Company is expressly authorized to issue Additional Securities for less than fair market value, and to cause the Partnership to issue to the General Partner Company corresponding Partnership Interests, so long as (x) the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership and (y) the Company contributes all proceeds from such issuance to the Partnership, including without limitation, the issuance of Common Shares and corresponding Partnership Units pursuant to a share purchase plan providing for purchases of Common Shares at a discount from fair market value or employee stock options that have an exercise price that is less than the fair market value of the Common Shares, either at the time of issuance or at the time of exercise, or restricted or other stock awards. Without limiting For example, in the foregoing, if event the General Partner Company issues REIT Common Shares of any Class for a cash purchase price and the Company contributes all of the net proceeds of such issuance to the Partnership as required hereunder, the General Partner Company shall be issued a number of additional Partnership Units having the same Class designation as the issued REIT Shares equal to the product of (A) the number of such REIT Common Shares of that Class issued by the General Partner Company, the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator of which is 100%, and the denominator of which is the Conversion Factor in effect on the date of such contribution.

Upon Issuance of Additional Securities. Upon the issuance by the The General Partner of shall not issue any Additional Securities (including pursuant to the General Partner’s distribution reinvestment plan) other than to all holders of REIT Shares, unless (A) the General Partner shall contribute any cause the Partnership to issue to the General Partner (in its capacity as a Limited Partner), as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights, all such that the economic interests are substantially similar to those of the Additional Securities, and (B) the General Partner (in its capacity as a Limited Partner) contributes the net proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through the General Partner, to the Partnership in return for, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights such that their economic interests are substantially similar to those of the Additional SecuritiesPartnership; provided, however, that the General Partner is allowed to issue Additional Securities in connection with an acquisition of assets that would not a property to be owned held directly or indirectly by the PartnershipGeneral Partner, but if and only if, such direct acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests of the General Partner and the Partnership; provided furtherPartnership by a majority of the independent trustees of the General Partner, that in which instance the General Partner is allowed to use net proceeds from the issuance and sale of such Additional Securities to repurchase redeem REIT Shares pursuant to a share repurchase planredemption program. Without limiting the foregoing, the General Partner is expressly authorized to issue Additional Securities for less than fair market value, and to cause the Partnership to issue to the General Partner (in its capacity as a Limited Partner) corresponding Partnership Interests, so long as (x) the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership, including without limitation, the issuance of REIT Shares and corresponding Partnership Units pursuant to an employee share purchase plan providing for employee purchases of REIT Shares at a discount from fair market value or employee stock options that have an exercise price that is less than the fair market value of the REIT Shares, either at the time of issuance or at the time of exercise, and (y) the General Partner (in its capacity as a Limited Partner) contributes all proceeds from such issuance to the Partnership. Without For example, and without limiting the foregoing, if in the event the General Partner issues REIT Shares of any Class class for a cash purchase price and contributes all of the net proceeds of such issuance to the Partnership as required hereunder, the General Partner (in its capacity as a Limited Partner) shall be issued a number of additional Partnership Units having the same Class class designation as the issued REIT Shares equal to the such number of such REIT Shares of that Class issued by the General Partner Partner, the net proceeds of which were so contributed.

Upon Issuance of Additional Securities. Upon the issuance by the General Partner of The Company shall not issue any Additional Securities additional REIT Shares (including other than REIT Shares issued in connection with an exchange pursuant to Section 8.04 hereof) or rights, options, warrants or convertible or exchangeable securities containing the General Partner’s distribution reinvestment planright to subscribe for or purchase REIT Shares (collectively, “Additional Securities”) other than to all holders of REIT Shares, unless (A) the General Partner shall contribute any net proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through the General Partner, to cause the Partnership in return for, as to issue to the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights rights, all such that their the economic interests are substantially similar to those of the Additional Securities, and (B) the General Partner contributes the proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities to the Partnership; provided, however, that the General Partner Company is allowed to issue Additional Securities in connection with an acquisition of assets that would not a property to be owned held directly or indirectly by the Partnership, but if and only if, such acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests of the General Partner and the Partnership; provided further, that the General Partner is allowed to use net proceeds from the issuance and sale of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase planPartner. Without limiting the foregoing, the General Partner Company is expressly authorized to issue Additional Securities for less than fair market value, and the General Partner is authorized to cause the Partnership to issue to the General Partner corresponding Partnership Interests, so long as (x) the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership. Without limiting , including without limitation, the foregoingissuance of REIT Shares and corresponding Partnership Units pursuant to a share purchase plan providing for purchases of REIT Shares at a discount from fair market value or employee stock options that have an exercise price that is less than the fair market value of the REIT Shares, if either at the time of issuance or at the time of exercise, or restricted or other stock awards, and (y) the General Partner contributes all proceeds from such issuance to the Partnership. For example, in the event the Company issues REIT Shares of any Class for a cash purchase price and the General Partner contributes all of the net proceeds of such issuance to the Partnership as required hereunder, the General Partner shall be issued a number of additional Partnership Units having the same Class designation as the issued REIT Shares equal to the product of (A) the number of such REIT Shares of that Class issued by the General Partner issued, the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator of which is 100%, and the denominator of which is the Conversion Factor in effect on the date of such contribution.

Upon Issuance of Additional Securities. Upon After the issuance by Offering, -------------------------------------- the General Partner of Company shall not issue any Additional Securities additional REIT Shares (including other than REIT Shares issued in connection with an exchange pursuant to Section 8.05 hereof) or rights, options, warrants or convertible or exchangeable securities containing the General Partner’s distribution reinvestment planright to subscribe for or purchase REIT Shares (collectively, "Additional Securities") other than to all holders of REIT Shares, unless (A) the General Partner shall contribute any net cause the Partnership to issue to the General Partner and the Company, as the Company may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights, all such that the economic interests are substantially similar to those of the Additional Securities, and (B) the Company contributes the proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through the General Partner, to the Partnership in return for, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights such that their economic interests are substantially similar to those of the Additional SecuritiesPartnership; provided, -------- however, that the General Partner Company is allowed to issue Additional Securities in connection ------- without complying with an acquisition the provisions of assets that would not be owned directly or indirectly by the Partnership, but (A) and (B) above if and only if, such acquisition and issuance of Additional Securities have has been approved and determined to be in or not opposed to the best interests of the General Partner Company and the Partnership; provided further, that Partnership by a majority of the General Partner is allowed to use net proceeds from Independent Trustees (as defined in the issuance Company's Amended and sale Restated Declaration of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase planTrust). Without limiting the foregoing, the General Partner Company is expressly authorized to issue Additional Securities for less than fair market value, and to cause the Partnership to issue to the General Partner and the Company corresponding Partnership Interests, so long as (x) the General Partner concludes in good faith that such issuance is in the best interests of the General Partner Partner, the Company and the Partnership. Without limiting , including without limitation, the foregoingissuance of REIT Shares and corresponding Partnership Units pursuant to an employee share purchase plan providing for employee purchases of REIT Shares at a discount from fair market value or employee stock options that have an exercise price that is less than the fair market value of the REIT Shares, if either at the time of issuance or at the time of exercise, and (y) the Company contributes all proceeds from such issuance, directly or through the General Partner Partner, to the Partnership. For example, in the event the Company issues REIT Shares of any Class for a cash purchase price and contributes all of the net proceeds of such issuance to the Partnership as required hereunderPartnership, directly and through the General Partner, the General Partner and the Company, as the Company may so designate, shall be issued a number of additional Partnership Units having the same Class designation as the issued REIT Shares equal to the product of (A) the number of such REIT Shares of that Class issued by the General Partner Company, the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator of which is 100%, and the denominator of which is the Conversion Factor in effect on the date of such contribution.

Upon Issuance of Additional Securities. Upon the issuance by the General Partner of Xenia REIT shall not issue any Additional Securities (including other than REIT Shares issued in connection with an exchange pursuant to Section 8.04 hereof or REIT Shares or other capital stock of or other interests in Xenia REIT issued in connection with a taxable stock dividend as described in Section 4.02(a)(i)(2) hereof) or any transaction that would cause an adjustment to the General Partner’s distribution reinvestment plan) Conversion Factor or Rights other than to all holders of REIT Shares, Preferred Shares, Junior Shares or New Securities, as the case may be, unless (A) the General Partner shall contribute cause the Partnership to issue to the General Partner or Xenia REIT (or any net direct or indirect wholly owned Subsidiary of the General Partner or Xenia REIT) Partnership Units or Rights having designations, preferences and other rights, all such that the economic interests are substantially similar to those of the Additional Securities, and (B) Xenia REIT, directly or through the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner or another direct or indirect wholly owned Subsidiary of Xenia REIT) contributes the proceeds from the issuance of such Additional Securities and from any exercise of rights Rights contained in such Additional Securities, directly and through the General Partner, Securities to the Partnership in return for, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights such that their economic interests are substantially similar to those of the Additional SecuritiesPartnership; provided, however, that the General Partner Xenia REIT is allowed to issue Additional Securities in connection with an acquisition of assets that would not Property to be owned held directly or indirectly by the PartnershipXenia REIT, but if and only if, such direct acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests by a majority of the General Partner and the Partnership; provided further, that the General Partner is allowed to use net proceeds from the issuance and sale of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase planIndependent Directors. Without limiting the foregoing, the General Partner Xenia REIT is expressly authorized to issue Additional Securities for less than fair market value, and the General Partner is authorized to cause the Partnership to issue to the General Partner or Xenia REIT (or any direct or indirect wholly owned Subsidiary of the General Partner or Xenia REIT) corresponding Partnership InterestsUnits, so long as (x) the General Partner concludes in good faith that such issuance is in the best interests of Xenia REIT and the Partnership and (y) Xenia REIT, directly or through the General Partner and the Partnership. Without limiting the foregoing, if (or any direct or indirect wholly owned Subsidiary of the General Partner or another direct or indirect wholly owned Subsidiary of Xenia REIT) contributes all proceeds from such issuance to the Partnership, including without limitation, the issuance of REIT Shares and corresponding Partnership Units pursuant to a stock purchase plan providing for purchases of REIT Shares at a discount from fair market value or pursuant to stock awards, including stock options that have an exercise price that is less than the fair market value of CH\2141662.3 the REIT Shares, either at the time of issuance or at the time of exercise, and restricted or other stock awards approved by the Board of Directors. For example, in the event Xenia REIT issues REIT Shares of any Class for a cash purchase price and Xenia REIT, directly or through the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner or another direct or indirect wholly owned Subsidiary of Xenia REIT) contributes all of the net proceeds of such issuance to the Partnership as required hereunder, the General Partner or Xenia REIT (or any direct or indirect wholly owned Subsidiary of the General Partner or Xenia REIT) shall be issued a number of additional Partnership Units having the same Class designation as the issued REIT Shares equal to the product of (A) the number of such REIT Shares of that Class issued by the General Partner Xenia REIT, the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator of which is 100%, and the denominator of which is the Conversion Factor in effect on the date of such contribution.

Upon Issuance of Additional Securities. Upon the issuance by the The General Partner of shall not issue any Additional Securities (including other than REIT Shares issued in connection with an exchange pursuant to Section 8.04 hereof or REIT Shares or other capital stock of or other interests in the General Partner’s distribution reinvestment planPartner issued in connection with a taxable stock dividend as described in Section 4.02(a)(i)(2) hereof) or Rights other than to all holders of REIT Shares, Preferred Shares, Junior Shares or New Securities, as the case may be, unless (A) the General Partner shall contribute cause the Partnership to issue to the General Partner (or any net direct or indirect wholly owned Subsidiary of the General Partner) Partnership Units or Rights having designations, preferences and other rights, all such that the economic interests are substantially similar to those of the Additional Securities, and (B) the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner) contributes the proceeds from the issuance of such Additional Securities and from any exercise of rights Rights contained in such Additional Securities, directly and through the General Partner, Securities to the Partnership in return for, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights such that their economic interests are substantially similar to those of the Additional SecuritiesPartnership; provided, however, that the General Partner is allowed to issue Additional Securities in connection with an acquisition of assets that would not Property to be owned held directly or indirectly by the PartnershipGeneral Partner, but if and only if, such direct acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests by a majority of the General Partner and the Partnership; provided further, that the General Partner is allowed to use net proceeds from the issuance and sale of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase planIndependent Directors. Without limiting the foregoing, the General Partner is expressly authorized to issue Additional Securities for less than fair market value, and the General Partner is authorized to cause the Partnership to issue to the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner) corresponding Partnership InterestsUnits, so long as (x) the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership. Without limiting the foregoing, if Partnership and (y) the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner) contributes all proceeds from such issuance to the Partnership, including without limitation, the issuance of REIT Shares and corresponding Partnership Units pursuant to a stock purchase plan providing for purchases of REIT Shares at a discount from fair market value or pursuant to stock awards, including stock options that have an exercise price that is less than the fair market value of the REIT Shares, either at the time of issuance or at the time of exercise, and restricted or other stock awards approved by the Board of Directors. For example, in the event Priam REIT issues REIT Shares of any Class for a cash purchase price and the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner) contributes all of the net proceeds of such issuance to the Partnership as required hereunder, the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner) shall be issued a number of additional Partnership Units having the same Class designation as the issued REIT Shares equal to the product of (A) the number of such REIT Shares of that Class issued by the General Partner Priam REIT, the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator of which is 100%, and the denominator of which is the Conversion Factor in effect on the date of such contribution.

Upon Issuance of Additional Securities. Upon the issuance by the The General Partner of shall not issue any Additional Securities additional REIT Shares (including other than REIT Shares issued in connection with an exchange pursuant to Section 8.04 hereof) or rights, options, warrants or convertible or exchangeable securities containing the General Partner’s distribution reinvestment planright to subscribe for or purchase REIT Shares (collectively, "Additional Securities") other than to all holders of REIT Shares, unless (A) the General Partner shall contribute any net proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through the General Partner, to cause the Partnership in return for, as to issue to the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights rights, all such that their the economic interests are substantially similar to those of the Additional Securities; provided, however, that and (B) the General Partner is allowed to issue Additional Securities in connection with an acquisition of assets that would not be owned directly or indirectly by contributes the Partnership, but if and only if, such acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests of the General Partner and the Partnership; provided further, that the General Partner is allowed to use net proceeds from the issuance and sale of such Additional Securities and from any exercise of rights contained in such Additional Securities to repurchase REIT Shares pursuant to a share repurchase planthe Partnership. Without limiting the foregoing, the General Partner is expressly authorized to issue Additional Securities for less than fair market value, and and, upon such issuance the General Partner is expressly authorized to cause the Partnership to issue to the General Partner corresponding Partnership Interests, so long as (x) the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership and (y) the General Partner contributes all proceeds from such issuance to the Partnership, including without limitation, the issuance of REIT Shares and corresponding Partnership Units pursuant to a share purchase plan providing for purchases of REIT Shares at a discount from fair market value or employee stock options that have an exercise price that is less than the fair market value of the REIT Shares, either at the time of issuance or at the time of exercise. Without limiting For example, in the foregoing, if event the General Partner issues REIT Shares of any Class for a cash purchase price and contributes all of the net proceeds of such issuance to the Partnership as required hereunder, the General Partner shall be issued a number of additional Partnership Units having the same Class designation as the issued REIT Shares equal to the product of (A) the number of such REIT Shares of that Class issued by the General Partner Partner, the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator of which is 1.0, and the denominator of which is the Conversion Factor in effect on the date of such contribution.

Upon Issuance of Additional Securities. Upon the issuance by the The General Partner of shall not issue any Additional Securities additional REIT Shares (including other than REIT Shares issued in connection with an exchange pursuant to Section 8.5 hereof) or rights, options, warrants or convertible or exchangeable securities containing the General Partner’s distribution reinvestment plan) right to subscribe for or purchase REIT Shares (collectively, “Additional Securities” other than to all holders of REIT Shares, unless (A) the General Partner shall contribute any cause the Partnership to issue to the General Partner, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights, all such that the economic interests are substantially similar to those of the Additional Securities, and (B) the General Partner contributes the net proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through the General Partner, to the Partnership in return for, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights such that their economic interests are substantially similar to those of the Additional SecuritiesPartnership; provided, however, that the General Partner is allowed to issue Additional Securities in connection with an acquisition of assets that would not a property to be owned held directly or indirectly by the PartnershipGeneral Partner, but if and only if, such direct acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests of the General Partner and the Partnership; provided further, that Partnership by a majority of the Independent Directors (as defined in the General Partner is allowed to use net proceeds from the issuance and sale Partner’s Articles of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase planIncorporation). Without limiting the foregoing, the General Partner is expressly authorized to issue Additional Securities for less than fair market value, and to cause the Partnership to issue to the General Partner corresponding Partnership Interests, so long as (x) the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership, including without limitation, the issuance of REIT Shares and corresponding Partnership Units pursuant to an employee share purchase plan providing for employee purchases of REIT Shares at a discount from fair market value or employee stock options that have an exercise price that is less than the fair market value of the REIT Shares, either at the time of issuance or at the time of exercise, and (y) the General Partner contributes all proceeds from such issuance to the Partnership. Without limiting For example, in the foregoing, if event the General Partner issues REIT Shares of any Class for a cash purchase price and contributes all of the net proceeds of such issuance to the Partnership as required hereunder, the General Partner shall be issued a number of additional Partnership Units having the same Class designation as the issued REIT Shares equal to the product of (A) the number of such REIT Shares of that Class issued by the General Partner Partner, the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator of which is 100%, and the denominator of which is the Conversion Factor in effect on the date of such contribution.

Upon Issuance of Additional Securities. Upon the issuance by the General Partner of any Additional Securities (including pursuant to the General Partner’s distribution dividend reinvestment plan) other than to all holders of REIT Shares, the General Partner shall contribute any net proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through the General Partner or indirectly through the Initial Limited Partner, to the Partnership in return for, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights such that their economic interests are substantially similar to those of the Additional Securities; provided, however, that the General Partner is allowed to issue Additional Securities in connection with an acquisition of assets that would not be owned directly or indirectly by the Partnership, but if and only if, such acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests of the General Partner and the Partnership; provided further, that the General Partner is allowed to use net proceeds from the issuance and sale of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase planShare Redemption Program or tender offer. Without limiting the foregoing, the General Partner is expressly authorized to issue Additional Securities for less than fair market value, and to cause the Partnership to issue to the General Partner or Initial Limited Partner corresponding Partnership Interests, so long as the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership. Without limiting the foregoing, if the General Partner issues REIT Shares of any Class for a cash purchase price and contributes all of the net proceeds of such issuance to the Partnership either directly or through the Initial Limited Partner as required hereunder, the General Partner or the Initial Limited Partner, as the case may be, shall be issued a number of additional Partnership Units having the same Class designation as the issued REIT Shares equal to the number of such REIT Shares of that Class issued by the General Partner the proceeds of which were so contributed.

Upon Issuance of Additional Securities. Upon the issuance by the The General Partner of shall not issue any Additional Securities additional REIT Shares (including other than REIT Shares issued in connection with an exchange pursuant to Section 8.5 hereof) or rights, options, warrants or convertible or exchangeable securities containing the General Partner’s distribution reinvestment planright to subscribe for or purchase REIT Shares (collectively, “Additional Securities”) other than to all holders of REIT Shares, unless (A) the General Partner shall contribute any cause the Partnership to issue to the General Partner, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights, all such that the economic interests are substantially similar to those of the Additional Securities, and (B) the General Partner contributes the net proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through the General Partner, to the Partnership in return for, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights such that their economic interests are substantially similar to those of the Additional SecuritiesPartnership; provided, however, that the General Partner is allowed to issue Additional Securities in connection with an acquisition of assets that would not a property to be owned held directly or indirectly by the PartnershipGeneral Partner, but if and only if, such direct acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests of the General Partner and the Partnership; provided further, that Partnership by a majority of the Independent Directors (as defined in the General Partner is allowed to use net proceeds from the issuance and sale of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase planPartner's Charter). Without limiting the foregoing, the General Partner is expressly authorized to issue Additional Securities for less than fair market value, and to cause the Partnership to issue to the General Partner corresponding Partnership Interests, so long as (x) the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership, including without limitation, the issuance of REIT Shares and corresponding Partnership Units pursuant to an employee share purchase plan providing for employee purchases of REIT Shares at a discount from fair market value or employee stock options that have an exercise price that is less than the fair market value of the REIT Shares, either at the time of issuance or at the time of exercise, and (y) the General Partner contributes all proceeds from such issuance to the Partnership. Without limiting For example, in the foregoing, if event the General Partner issues REIT Shares of any Class for a cash purchase price and contributes all of the net proceeds of such issuance to the Partnership as required hereunder, the General Partner shall be issued a number of additional Partnership Units having the same Class designation as the issued REIT Shares equal to the product of (A) the number of such REIT Shares of that Class issued by the General Partner Partner, the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator of which is 100%, and the denominator of which is the Exchange Factor in effect on the date of such contribution.

Upon Issuance of Additional Securities. Upon the issuance by the The General Partner of shall not issue any Additional Securities (including other than REIT Shares issued in connection with an exchange pursuant to Section 8.04 hereof or REIT Shares or other capital stock of or other interests in the General Partner’s distribution reinvestment planPartner issued in connection with a taxable stock dividend as described in Section 4.02(a)(i)(2) hereof) other than to all holders of REIT Shares, Preferred Shares, Junior Shares or New Securities, as the case may be, unless (A) the General Partner shall contribute cause the Partnership to issue to the General Partner (or any net direct or indirect wholly-owned Subsidiary of the General Partner) Partnership Units having designations, preferences and other rights, all such that the economic interests are substantially similar to those of the Additional Securities, and (B) the General Partner (or any direct or indirect wholly-owned Subsidiary of the General Partner) contributes the proceeds from the issuance of such Additional Securities and from any exercise of the rights contained in such Additional Securities, directly and through the General Partner, Securities to the Partnership in return forPartnership. Notwithstanding the foregoing, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights such that their economic interests are substantially similar to those of the Additional Securities; provided, however, that the General Partner is allowed to issue Additional Securities in connection with an acquisition of assets that would not Property to be owned held directly or indirectly by the PartnershipGeneral Partner, but if and only if, such direct acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests by a majority of the General Partner and the Partnership; provided further, that the General Partner is allowed to use net proceeds from the issuance and sale of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase planIndependent Directors. Without limiting the foregoing, the General Partner is expressly authorized to issue Additional Securities for less than fair market value, and the General Partner is authorized to cause the Partnership to issue to the General Partner (or any direct or indirect wholly-owned Subsidiary of the General Partner) corresponding Partnership InterestsUnits, so long as (x) the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership and (y) the General Partner (or any direct or indirect wholly-owned Subsidiary of the General Partner) contributes all proceeds from such issuance to the Partnership, including without limitation, the issuance of REIT Shares and corresponding Partnership Units pursuant to a stock purchase plan providing for purchases of REIT Shares at a discount from fair market value or pursuant to stock awards, including stock options that have an exercise price that is less than the fair market value of the REIT Shares, either at the time of issuance or at the time of exercise, and restricted or other stock awards approved by the Board of Directors. Without limiting For example, in the foregoing, if event the General Partner issues REIT Shares of any Class for a cash purchase price and the General Partner (or any direct or indirect wholly-owned Subsidiary of the General Partner) contributes all of the net proceeds of such issuance to the Partnership as required hereunder, the General Partner (or any direct or indirect wholly-owned Subsidiary of the General Partner) shall be issued a number of additional Partnership Units having the same Class designation as the issued REIT Shares equal to the product of (A) the number of such REIT Shares of that Class issued by the General Partner Partner, the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator of which is 100%, and the denominator of which is the Conversion Factor in effect on the date of such contribution.

Upon Issuance of Additional Securities. Upon the issuance by the The General Partner of shall not issue any Additional Securities (including pursuant to the General Partner’s distribution reinvestment plan) other than to all holders of REIT Shares, unless (A) the General Partner shall contribute any net cause the Partnership to issue to the General Partner, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights, all such that the economic interests are substantially similar to those of the Additional Securities, and (B) the General Partner contributes the proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through the General Partner, to the Partnership in return for(without limiting the foregoing, as for example, the Partnership shall issue Limited Partnership Interests consisting of Class A Units to the General Partner may designate, in connection with the issuance of Class A REIT Shares and shall issue Limited Partnership Interests or rights, options, warrants or convertible or exchangeable securities consisting of Class T Units to the Partnership having designations, preferences and other rights such that their economic interests are substantially similar to those General Partner in connection with the issuance of the Additional SecuritiesClass T REIT Shares); provided, however, that the General Partner is allowed to issue Additional Securities and use the proceeds from such issuance (“Asset Acquisition Contributions”) in connection with an acquisition of assets a General Partner Property and any Asset Acquisition Contributions are not required to be contributed to the Partnership. As indicated above, the Partners agree that would not for Federal income tax purposes, General Partner Property (and all associated items of income, gain, loss and deduction) will be treated as being owned directly or indirectly by the PartnershipPartnership and, but if and only ifas such, such acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests of the General Partner and agrees to transfer to the Partnership; provided further, that Partnership any amounts it receives from the operation and/or disposition of General Partner is allowed to use net proceeds from Property (“General Partner Property Amounts”) and all General Partner Property Amounts shall then be paid by the issuance and sale Partnership in accordance with Section 5.2(b) of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase planthis Agreement. Without limiting the foregoing, the General Partner is expressly authorized to issue Additional Securities for less than fair market value, and to cause the Partnership to issue to the General Partner corresponding Partnership Interests, so long as (x) the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership. Without limiting , including without limitation, the foregoingissuance of REIT Shares and corresponding Partnership Units pursuant to an employee share purchase plan providing for employee purchases of REIT Shares at a discount from fair market value or employee stock options that have an exercise price that is less than the fair market value of the REIT Shares, if either at the time of issuance or at the time of exercise, and (y) the General Partner issues REIT Shares of any Class for a cash purchase price and contributes all of the net proceeds of from such issuance to the Partnership as required hereunder, the General Partner shall be issued a number of additional Partnership Units having the same Class designation as the issued REIT Shares equal to the number of such REIT Shares of that Class issued by the General Partner the proceeds of which were so contributedPartnership.

Upon Issuance of Additional Securities. Upon the issuance by the The General Partner of shall not issue any Additional Securities (including other than REIT Shares issued in connection with an exchange pursuant to Section 8.04 hereof or REIT Shares or other capital stock of or other interests in the General Partner’s distribution reinvestment planPartner issued in connection with a taxable stock dividend as described in Section 4.02(a)(i)(2) hereof) or Rights other than to all holders of REIT Shares, Preferred Shares, Junior Shares, or New Securities, as the case may be, unless (A) the General Partner shall contribute cause the Partnership to issue to the General Partner (or any net proceeds from the issuance direct or indirect wholly owned Subsidiary of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through the General Partner, to the ) Partnership in return for, as the General Partner may designate, Partnership Interests Units or rights, options, warrants or convertible or exchangeable securities of the Partnership Rights having designations, preferences and other rights rights, all such that their the economic interests are substantially similar to those of the Additional Securities, and (B) the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner) contributes the proceeds from the 10 issuance of such Additional Securities and from any exercise of Rights contained in such Additional Securities to the Partnership; provided, however, that the General Partner is allowed to issue Additional Securities in connection with an acquisition of assets that would not Property to be owned held directly or indirectly by the PartnershipGeneral Partner, but if and only if, such direct acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests by a majority of the General Partner and the Partnership; provided further, that the General Partner is allowed to use net proceeds from the issuance and sale of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase planIndependent Directors. Without limiting the foregoing, the General Partner is expressly authorized to issue Additional Securities for less than fair market value, and the General Partner is authorized to cause the Partnership to issue to the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner) corresponding Partnership InterestsUnits, so long as (x) the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership and (y) the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner) contributes all proceeds from such issuance to the Partnership, including without limitation, the issuance of REIT Shares and corresponding Partnership Units pursuant to a stock purchase plan providing for purchases of REIT Shares at a discount from fair market value or pursuant to stock awards, including stock options that have an exercise price that is less than the fair market value of the REIT Shares, either at the time of issuance or at the time of exercise, and restricted or other stock awards approved by the Board of Directors. Without limiting For example, in the foregoing, if event the General Partner issues REIT Shares of any Class for a cash purchase price and the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner) contributes all of the net proceeds of such issuance to the Partnership as required hereunder, the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner) shall be issued a number of additional Partnership Units having the same Class designation as the issued REIT Shares equal to the product of (A) the number of such REIT Shares of that Class issued by the General Partner Partner, the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator of which is 100%, and the denominator of which is the Conversion Factor in effect on the date of such contribution.

Upon Issuance of Additional Securities. Upon the issuance by the The General Partner of shall not issue any Additional Securities (including pursuant to the General Partner’s distribution reinvestment plan) other than to all holders of REIT Shares, unless (A) the General Partner shall contribute any net proceeds from cause the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through Partnership to issue to the General Partner, to the Partnership in return for, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights rights, all such that their the economic interests are substantially similar to those of the Additional Securities, and (B) the General Partner contributes the net proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly through the General Partner, to the Partnership (without limiting the foregoing, for example, the Partnership shall issue Limited Partnership Interests consisting of Class A Units to the General Partner in connection with the issuance of Class A REIT Shares and shall issue Limited Partnership Interests consisting of Class T Units to the General Partner in connection with the issuance of Class T REIT Shares); provided, however, that the General Partner is allowed to issue Additional Securities in connection with an acquisition of assets that would not a property to be owned held directly or indirectly by the PartnershipGeneral Partner, but if and only if, such direct acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests of the General Partner and the Partnership; provided further, that Partnership by a majority of the Independent Directors (as defined in the General Partner is allowed to use net proceeds from the issuance and sale Partner’s Articles of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase planIncorporation). Without limiting the foregoing, the General Partner is expressly authorized to issue Additional Securities for less than fair market value, and to cause the Partnership to issue to the General Partner corresponding Partnership Interests, so long as (x) the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership, including without limitation, the issuance of REIT Shares and corresponding Partnership Units pursuant to an employee share purchase plan providing for employee purchases of REIT Shares at a discount from fair market value or employee stock options that have an exercise price that is less than the fair market value of the REIT Shares, either at the time of issuance or at the time of exercise, and (y) the General Partner contributes all proceeds from such issuance to the Partnership. Without limiting For example, in the foregoing, if event the General Partner issues REIT Shares of any Class class for a cash purchase price and contributes all of the net proceeds of such issuance to the Partnership as required hereunderPartnership, the General Partner shall be issued a number of additional Partnership Units having the same Class class designation as the issued REIT Shares equal to the product of (A) the number of such REIT Shares of that Class class issued by the General Partner Partner, the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator of which is 100%, and the denominator of which is the Conversion Factor for that class of Partnership Units in effect on the date of such contribution.

Upon Issuance of Additional Securities. Upon the issuance by the General Partner of The Company shall not -------------------------------------- issue any Additional Securities additional REIT Shares (including other than REIT Shares issued in connection with an exchange pursuant to Section 8.05 hereof) or rights, options, warrants or convertible or exchangeable securities containing the General Partner’s distribution reinvestment planright to subscribe for or purchase REIT Shares (collectively, "Additional Securities") other than to all holders of REIT Shares, unless (A) the General Partner shall contribute any net cause the Partnership to issue to the General Partner and the Company, as the Company may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights, all such that the economic interests are substantially similar to those of the Additional Securities, and (B) the Company contributes the proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through the General Partner, to the Partnership in return for, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights such that their economic interests are substantially similar to those of the Additional SecuritiesPartnership; provided, however, that the General Partner Company is allowed to -------- ------- issue Additional Securities in connection with an acquisition of assets that would not a property to be owned held directly or indirectly by the PartnershipCompany, but if and only if, such direct acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests of the General Partner Company and the Partnership; provided further, that Partnership by a majority of the General Partner is allowed to use net proceeds from the issuance and sale Board of Trustees except as such Additional Securities to repurchase REIT Shares pursuant approval has been delegated to a share repurchase plancommittee of the Board of Trustees. Without limiting the foregoing, the General Partner Company is expressly authorized to issue Additional Securities for less than fair market value, and to cause the Partnership to issue to the General Partner and the Company corresponding Partnership Interests, so long as (x) the General Partner concludes in good faith that such issuance is in the best interests of the General Partner Partner, the Company and the Partnership. Without limiting , including without limitation, the foregoingissuance of REIT Shares and corresponding Partnership Units pursuant to an employee share purchase plan providing for employee purchases of REIT Shares at a discount from fair market value or employee stock options that have an exercise price that is less than the fair market value of the REIT Shares, if either at the time of issuance or at the time of exercise, and (y) the Company contributes all proceeds from such issuance, directly or through the General Partner Partner, to the Partnership. For example, in the event the Company issues REIT Shares of any Class for a cash purchase price and contributes all of the net proceeds of such issuance issuance, directly and through the General Partner, to the Partnership as required hereunder, the General Partner and the Company, as the Company may so designate, shall be issued a number of additional Partnership Units having the same Class designation as the issued REIT Shares equal to the product of (A) the number of such REIT Shares of that Class issued by the General Partner Company, the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator of which is 100%, and the denominator of which is the Conversion Factor in effect on the date of such contribution.

Upon Issuance of Additional Securities. Upon the issuance by the The General Partner of shall not issue any Additional Securities additional REIT Shares (including other than (i) REIT Shares issued in connection with an exchange pursuant to Section 8.04, (ii) REIT Common Shares issued upon a conversion in accordance with Section 5.4 of the General Partner’s distribution reinvestment planCharter, (iii) REIT Shares issued in a taxable share dividend as described in Section 4.02(a)(i)(2)), or (iv) Rights (collectively, “Additional Securities”) other than to all holders of REIT Shares, unless (A) the General Partner shall contribute cause the Partnership to issue to the General Partner (or any net direct or indirect wholly owned Subsidiary of the General Partner, including without limitation REIT Holdings) Partnership Units or Rights having designations, preferences and other rights, all such that the economic interests are substantially similar to those of the Additional Securities, and (B) the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner, including without limitation REIT Holdings) contributes the proceeds from the issuance of such Additional Securities and from any exercise of rights Rights contained in such Additional Securities, directly and through the General Partner, Securities to the Partnership in return for, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights such that their economic interests are substantially similar to those of the Additional SecuritiesPartnership; provided, however, that the General Partner is allowed to issue Additional Securities in connection with an acquisition of assets that would not Property to be owned held directly or indirectly by the PartnershipGeneral Partner, but if and only if, such direct acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests by a majority of the General Partner and the Partnership; provided further, that the General Partner is allowed to use net proceeds from the issuance and sale of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase planIndependent Directors. Without limiting the foregoing, the General Partner is expressly authorized to issue Additional Securities for less than fair market value, and the General Partner is authorized to cause the Partnership to issue to the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner) corresponding Partnership InterestsUnits, so long as (x) the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership and (y) the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner, including without limitation REIT Holdings) contributes all proceeds from such issuance to the Partnership, including without limitation, the issuance of REIT Shares and corresponding Partnership Units pursuant to a share purchase plan providing for purchases of REIT Shares at a discount from fair market value or pursuant to share awards, including share options that have an exercise price that is less than the fair market value of the REIT Shares, either at the time of issuance or at the time of exercise, and restricted or other share awards approved by the Board of Directors. Without limiting For example, in the foregoing, if event the General Partner issues REIT Shares of any Class for a cash purchase price and the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner, including without limitation REIT Holdings) contributes all of the net proceeds of such issuance to the Partnership as required hereunder, the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner, including without limitation REIT Holdings) shall be issued a number of additional Partnership Units having the same Class designation as the issued REIT Shares equal to the product of (A) the number of such REIT Shares of that Class issued by the General Partner Partner, the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator of which is 100%, and the denominator of which is the Conversion Factor in effect on the date of such contribution.

Upon Issuance of Additional Securities. Upon the issuance by the The General Partner of shall not issue any Additional Securities (including pursuant to the General Partner’s distribution reinvestment plan) other than to all holders of REIT Shares, unless (A) the General Partner shall contribute any cause the Partnership to issue to the General Partner, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights, all such that the economic interests are substantially similar to those of the Additional Securities, and (B) the General Partner contributes the net proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through the General Partner, to the Partnership in return for, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights such that their economic interests are substantially similar to those of the Additional SecuritiesPartnership; provided, however, that the General Partner is allowed to issue Additional Securities in connection with an acquisition of assets that would not a property to be owned held directly or indirectly by the PartnershipGeneral Partner, but if and only if, such direct acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests of the General Partner and the Partnership; provided further, that Partnership by a majority of the board of directors of the General Partner is allowed to use net proceeds from the issuance and sale of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase planPartner. Without limiting the foregoing, the General Partner is expressly authorized to issue Additional Securities for less than fair market value, and to cause the Partnership to issue to the General Partner corresponding Partnership Interests, so long as (x) the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership, including without limitation, the issuance of REIT Shares and corresponding Partnership Units pursuant to an employee share purchase plan providing for employee purchases of REIT Shares at a discount from fair market value or employee stock options that have an exercise price that is less than the fair market value of the REIT Shares, either at the time of issuance or at the time of exercise, and (y) the General Partner contributes all proceeds from such issuance to the Partnership. Without limiting For example, in the foregoing, if event the General Partner issues REIT Shares of any Class for a cash purchase price and contributes all of the net proceeds of such issuance to the Partnership as required hereunder, the General Partner shall be issued a number of additional Partnership Units having the same Class designation as the issued REIT Shares equal to the product of (A) the number of such REIT Shares of that Class issued by the General Partner Partner, the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator of which is 100%, and the denominator of which is the Conversion Factor in effect on the date of such contribution.

Upon Issuance of Additional Securities. Upon the issuance by the General Partner of The Company shall not issue any Additional Securities additional REIT Shares (including other than REIT Shares issued in connection with an exchange pursuant to Section 8.04 hereof) or rights, options, warrants or convertible or exchangeable securities containing the General Partner’s distribution reinvestment planright to subscribe for or purchase REIT Shares (collectively, "Additional Securities") other than to all holders of REIT Shares, unless (A) the General Partner shall contribute any net proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through the General Partner, to cause the Partnership in return for, as to issue to the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights rights, all such that their the economic interests are substantially similar to those of the Additional Securities, and (B) the General Partner contributes the proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities to the Partnership; provided, however, that the General Partner Company is allowed to issue Additional Securities in connection with an acquisition of assets that would not a property to be owned held directly or indirectly by the PartnershipCompany, but if and only if, such direct acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests of the General Partner Company and the Partnership; provided further, that Partnership by a majority of the General Partner is allowed to use net proceeds from the issuance and sale of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase planIndependent Directors. Without limiting the foregoing, the General Partner Company is expressly authorized to issue Additional Securities for less than fair market value, and the General Partner is authorized to cause the Partnership to issue to the General Partner corresponding Partnership Interests, so long as (x) the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership. Without limiting the foregoing, if Partnership and (y) the General Partner contributes all proceeds from such issuance to the Partnership, including without limitation, the issuance of REIT Shares and corresponding Partnership Units pursuant to a share purchase plan providing for purchases of REIT Shares at a discount from fair market value or pursuant to stock awards, including stock options that have an exercise price that is less than the fair market value of the REIT Shares, either at the time of issuance or at the time of exercise, and restricted or other stock awards approved by the Board of Directors. For example, in the event the Company issues REIT Shares of any Class for a cash purchase price and the General Partner contributes all of the net proceeds of such issuance to the Partnership as required hereunder, the General Partner shall be issued a number of additional Partnership Units having the same Class designation as the issued REIT Shares equal to the product of (A) the number of such REIT Shares of that Class issued by the General Partner Company, the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator of which is 100%, and the denominator of which is the Conversion Factor in effect on the date of such contribution.

Upon Issuance of Additional Securities. Upon the issuance by the The General Partner of shall not issue any Additional Securities (including pursuant to the General Partner’s distribution reinvestment plan) other than to all holders of REIT Shares, unless (A) the General Partner shall contribute any cause the Partnership to issue to the General Partner, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights, all such that the economic interests are substantially similar to those of the Additional Securities, and (B) the General Partner contributes the net proceeds from the issuance of such Additional Securities and from any exercise of rights contained in such Additional Securities, directly and through the General Partner, to the Partnership in return for, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights such that their economic interests are substantially similar to those of the Additional SecuritiesPartnership; provided, however, that the General Partner is allowed to issue Additional Securities in connection with an acquisition of assets that would not a property to be owned held directly or indirectly by the PartnershipGeneral Partner, but if and only if, such direct acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests of the General Partner and the Partnership; provided further, that Partnership by a majority of the Independent Directors (as defined in the General Partner is allowed to use net proceeds from the issuance and sale Partner's Articles of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase planIncorporation). Without limiting the foregoing, the General Partner is expressly authorized to issue Additional Securities for less than fair market value, and to cause the Partnership to issue to the General Partner corresponding Partnership Interests, so long as (x) the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership, including without limitation, the issuance of REIT Shares and corresponding Partnership Units pursuant to an employee share purchase plan providing for employee purchases of REIT Shares at a discount from fair market value or employee stock options that have an exercise price that is less than the fair market value of the REIT Shares, either at the time of issuance or at the time of exercise, and (y) the General Partner contributes all proceeds from such issuance to the Partnership. Without limiting For example, in the foregoing, if event the General Partner issues REIT Shares of any Class for a cash purchase price and contributes all of the net proceeds of such issuance to the Partnership as required hereunder, the General Partner shall be issued a number of additional Partnership Units having the same Class designation as the issued REIT Shares equal to the product of (A) the number of such REIT Shares of that Class issued by the General Partner Partner, the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator of which is one hundred percent (100%), and the denominator of which is the Conversion Factor in effect on the date of such contribution.

Upon Issuance of Additional Securities. Upon the issuance by the The General Partner of shall not issue any Additional Securities additional REIT Shares (including other than REIT Shares issued in connection with an exchange pursuant to the General Partner’s distribution reinvestment planSection 8.04 hereof or a taxable share dividend as described in Section 4.02(a)(1)(B) hereof) or Rights (collectively, “Additional Securities”) other than to all holders of REIT Shares, unless (A) the General Partner shall contribute cause the Partnership to issue to the General Partner (or any net direct or indirect wholly owned Subsidiary of the General Partner) Partnership Units or Rights having designations, preferences and other rights, all such that the economic interests are substantially similar to those of the Additional Securities, and (B) the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner) contributes the proceeds from the issuance of such Additional Securities and from any exercise of rights Rights contained in such Additional Securities, directly and through the General Partner, Securities to the Partnership in return for, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights such that their economic interests are substantially similar to those of the Additional SecuritiesPartnership; provided, however, that the General Partner is allowed to issue Additional Securities in connection with an acquisition of assets that would not Property to be owned held directly or indirectly by the PartnershipGeneral Partner, but if and only if, such direct acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests by a majority of the General Partner and the Partnership; provided further, that the General Partner is allowed to use net proceeds from the issuance and sale of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase planIndependent Directors. Without limiting the foregoing, the General Partner is expressly authorized to issue Additional Securities for less than fair market value, and the General Partner is authorized to cause the Partnership to issue to the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner) corresponding Partnership InterestsUnits, so long as (x) the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership and (y) the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner) contributes all proceeds from such issuance to the Partnership, including without limitation, the issuance of REIT Shares and corresponding Partnership Units pursuant to a share purchase plan providing for purchases of REIT Shares at a discount from fair market value or pursuant to share awards, including share options that have an exercise price that is less than the fair market value of the REIT Shares, either at the time of issuance or at the time of exercise, and restricted or other share awards approved by the Board of Directors. Without limiting For example, in the foregoing, if event the General Partner issues REIT Shares of any Class for a cash purchase price and the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner) contributes all of the net proceeds of such issuance to the Partnership as required hereunder, the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner) shall be issued a number of additional Partnership Units having the same Class designation as the issued REIT Shares equal to the product of (A) the number of such REIT Shares of that Class issued by the General Partner Partner, the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator of which is 100%, and the denominator of which is the Conversion Factor in effect on the date of such contribution.

Upon Issuance of Additional Securities. Upon the issuance by the The General Partner of shall not issue any Additional Securities (including other than REIT Shares issued in connection with an exchange pursuant to Section 8.04 hereof or REIT Shares or other capital stock of or other interests in the General Partner’s distribution reinvestment planPartner issued in connection with a taxable stock dividend as described in Section 4.02(a)(i)(2) hereof) or any transaction that would cause an adjustment to the Conversion Factor or Rights other than to all holders of REIT Shares, Preferred Shares, Junior Shares or New Securities, as the case may be, unless (A) the General Partner shall contribute cause the Partnership to issue to the General Partner (or any net direct or indirect wholly owned Subsidiary of the General Partner) Partnership Units or Rights having designations, preferences and other rights, all such that the economic interests are substantially similar to those of the Additional Securities, and (B) the General Partner, directly or through any direct or indirect wholly owned Subsidiary of the General Partner contributes the proceeds from the issuance of such Additional Securities and from any exercise of rights Rights contained in such Additional Securities, directly and through the General Partner, Securities to the Partnership in return for, as the General Partner may designate, Partnership Interests or rights, options, warrants or convertible or exchangeable securities of the Partnership having designations, preferences and other rights such that their economic interests are substantially similar to those of the Additional SecuritiesPartnership; provided, however, that the General Partner is allowed to issue Additional Securities in connection with an acquisition of assets that would not Property to be owned held directly or indirectly by the PartnershipGeneral Partner, but if and only if, such direct acquisition and issuance of Additional Securities have been approved and determined to be in or not opposed to the best interests by a majority of the General Partner and the Partnership; provided further, that the General Partner is allowed to use net proceeds from the issuance and sale of such Additional Securities to repurchase REIT Shares pursuant to a share repurchase planIndependent Directors. Without limiting the foregoing, the General Partner is expressly authorized to issue Additional Securities for less than fair market value, and the General Partner is authorized to cause the Partnership to issue to the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner) corresponding Partnership InterestsUnits, so long as (x) the General Partner concludes in good faith that such issuance is in the best interests of the General Partner and the Partnership and (y) the General Partner, directly or through any direct or indirect wholly owned Subsidiary of the General Partner contributes all proceeds from such issuance to the Partnership, including without limitation, the issuance of REIT Shares and corresponding Partnership Units pursuant to a stock purchase plan providing for purchases of REIT Shares at a discount from fair market value or pursuant to stock awards, including stock options that have an exercise price that is less than the fair market value of the REIT Shares, either at the time of issuance or at the time of exercise, and restricted or other stock awards approved by the Board of Directors. Without limiting For example, in the foregoing, if event the General Partner issues REIT Shares of any Class for a cash purchase price and the General Partner, directly or through any direct or indirect wholly owned Subsidiary of the General Partner contributes all of the net proceeds of such issuance to the Partnership as required hereunder, the General Partner (or any direct or indirect wholly owned Subsidiary of the General Partner) shall be issued a number of additional Partnership Units having the same Class designation as the issued REIT Shares equal to the product of (A) the number of such REIT Shares of that Class issued by the General Partner Partner, the proceeds of which were so contributed, multiplied by (B) a fraction, the numerator of which is 100%, and the denominator of which is the Conversion Factor in effect on the date of such contribution.