Common use of Issuance of Securities by the Parent Clause in Contracts

Issuance of Securities by the Parent. The Parent shall not issue any additional REIT Shares or New REIT Securities unless the Parent contributes directly or indirectly the cash proceeds or other consideration, if any, received from the issuance of such additional REIT Shares or New REIT Securities, as the case may be, and from the exercise of the rights contained in any such additional New REIT Securities, to the Partnership in exchange for (x) in the case of an issuance of Common REIT Shares, OP Units or (y) in the case of an issuance of Preferred REIT Shares, Junior REIT Shares or New REIT Securities, Partnership Units with designations, preferences and other rights, terms and provisions that are substantially the same as the designations, preferences and other rights, terms and provisions of such Preferred REIT Shares, Junior REIT Shares or New REIT Securities; provided, however, that notwithstanding the foregoing, the Parent may issue REIT Shares or New REIT Securities (a) pursuant to Section 4.05 or 8.06(b) hereof, (b) pursuant to a dividend or distribution (including any stock split) wholly or partly of REIT Shares or New REIT Securities to all of the holders of REIT Shares or New REIT Securities, as the case may be, (c) upon a conversion, redemption or exchange of Preferred REIT Shares or Junior REIT Shares, (e) upon a conversion, redemption, exchange or exercise of New REIT Securities, (f) pursuant to share grants or awards made pursuant to any equity incentive plan of the Parent, or (g) if the Parent determines that the best interests of the Parent would be served by contributing such cash proceeds or other consideration to another Subsidiary of the Parent. In the event of any issuance of additional REIT Shares or New REIT Securities by the Parent, and the direct or indirect contribution to the Partnership, by the Parent, of the cash proceeds or other consideration received from such issuance, if any, the Partnership shall pay the Parent’s expenses associated with such issuance, including any underwriting discounts or commissions (it being understood that if the proceeds actually received by the Parent are less than the gross proceeds of such issuance as a result of any underwriter’s discount or other expenses paid or incurred by the Parent in connection with such issuance, then the General Partner shall be deemed to have made a Capital Contribution to the Partnership in the amount of the gross proceeds of such issuance and the Partnership shall be deemed simultaneously to have reimbursed the General Partner pursuant to Section 7.04(b) for the amount of such underwriter’s discount or other expenses). Nothing in this Agreement shall prohibit the General Partner from issuing Partnership Units for less than fair market value if the General Partner concludes in good faith that such issuance is in the best interest of the Partnership.

Issuance of Securities by the Parent. The Parent shall not issue any additional REIT Shares, Contingent Conversion Shares, Preferred Shares, Junior Shares or New REIT Securities unless the Parent contributes directly or indirectly the cash proceeds or other consideration, if any, received from the issuance of such additional REIT Shares, Contingent Conversion Shares, Preferred Shares, Junior Shares or New REIT Securities, as the case may be, and from the exercise of the rights contained in any such additional New REIT Securities, to the Partnership in exchange for (x) in the case of an issuance of Common REIT Shares, OP Units or Partnership Units, (y) in the case of an issuance of Contingent Conversion Shares, Contingent Conversion Units or (z) in the case of an issuance of Preferred REIT Shares, Junior REIT Shares or New REIT Securities, Partnership Units with designations, preferences and other rights, terms and provisions that are substantially the same as the designations, preferences and other rights, terms and provisions of such Contingent Conversion Shares, Preferred REIT Shares, Junior REIT Shares or New REIT Securities; provided, however, that notwithstanding the foregoing, the Parent may issue REIT Shares, Contingent Conversion Shares, Preferred Shares, Junior Shares or New REIT Securities (a) pursuant to Section 4.05 4.5, 8.6.B, 16.4, 17.4, 18.4 or 8.06(b) 19.4 hereof, (b) pursuant to a dividend or distribution (including any stock split) wholly or partly of REIT Shares, Contingent Conversion Shares, Preferred Shares, Junior Shares or New REIT Securities to all of the holders of REIT Shares, Contingent Conversion Shares, Preferred Shares, Junior Shares or New REIT Securities, as the case may be, (c) upon a conversion, redemption or exchange of Preferred REIT Shares, (d) upon a conversion of Junior Shares or Junior into REIT Shares, (e) upon a conversion, redemption, exchange or exercise of New Contingent Conversion Shares into REIT SecuritiesShares, (f) upon a conversion, redemption, exchange or exercise of New Securities or (g) pursuant to share grants or awards made pursuant to any equity incentive plan of the Parent, or Parent (g) if the Parent determines that the best interests of the Parent would be served by contributing such cash proceeds or other consideration to another Subsidiary of including the Parent’s 2004 Long Term Incentive Compensation Plan) . In the event of any issuance of additional REIT Shares, Contingent Conversion Shares, Preferred Shares, Junior Shares or New REIT Securities by the Parent, and the direct or indirect contribution to the Partnership, by the Parent, of the cash proceeds or other consideration received from such issuance, if any, the Partnership shall pay the Parent’s expenses associated with such issuance, including any underwriting discounts or commissions (it being understood that if the proceeds actually received payment of some or all of such expenses may be made by the Parent are less than the gross proceeds on behalf of such issuance as a result of any underwriter’s discount or other expenses paid or incurred by the Parent in connection with such issuance, then the General Partner shall be deemed to have made a Capital Contribution to the Partnership in the amount out of the gross proceeds of such issuance and prior to the Partnership shall be deemed simultaneously to have reimbursed the General Partner pursuant to Section 7.04(b) for the amount direct or indirect contribution of such underwriter’s discount or other expenses). Nothing in this Agreement shall prohibit proceeds by the General Partner from issuing Partnership Units for less than fair market value if the General Partner concludes in good faith that such issuance is in the best interest of Parent to the Partnership).

Issuance of Securities by the Parent. The Parent shall not issue any additional REIT Shares, Preferred Shares, Junior Shares or New REIT Securities unless the Parent contributes directly or indirectly the cash proceeds or other consideration, if any, received from the issuance of such additional REIT Shares, Preferred Shares, Junior Shares or New REIT Securities, as the case may be, and from the exercise of the rights contained in any such additional New REIT Securities, to the Partnership in exchange for (x) in the case of an issuance of Common REIT Shares, OP Partnership Units or (y) in the case of an issuance of Preferred REIT Shares, Junior REIT Shares or New REIT Securities, Partnership Units with designations, preferences and other rights, terms and provisions that are substantially the same as the designations, preferences and other rights, terms and provisions of such Preferred REIT Shares, Junior REIT Shares or New REIT Securities; provided, however, that notwithstanding the foregoing, the Parent may issue REIT Shares, Preferred Shares, Junior Shares or New REIT Securities (a) pursuant to Section 4.05 4.5 or 8.06(b) 8.6.B hereof, (b) pursuant to a dividend or distribution (including any stock split) wholly or partly of REIT Shares, Preferred Shares, Junior Shares or New REIT Securities to all of the holders of REIT Shares, Preferred Shares, Junior Shares or New REIT Securities, as the case may be, (c) upon a conversion, redemption or exchange of Preferred REIT Shares, (d) upon a conversion of Junior Shares or Junior into REIT Shares, (e) upon a conversion, redemption, exchange or exercise of New REIT Securities, (f) pursuant to share grants or awards made pursuant to any equity incentive plan of the Parent (including the Parent, 's 2004 Long Term Incentive Compensation Plan) or (g) if the Parent determines that the best interests of the Parent would be served by contributing such cash proceeds or other consideration to another Subsidiary of the Parent. In the event of any issuance of additional REIT Shares, Preferred Shares, Junior Shares or New REIT Securities by the Parent, and the direct or indirect contribution to the Partnership, by the Parent, of the cash proceeds or other consideration received from such issuance, if any, the Partnership shall pay the Parent’s 's expenses associated with such issuance, including any underwriting discounts or commissions (it being understood that if the proceeds actually received payment of some or all of such expenses may be made by the Parent are less than the gross proceeds on behalf of such issuance as a result of any underwriter’s discount or other expenses paid or incurred by the Parent in connection with such issuance, then the General Partner shall be deemed to have made a Capital Contribution to the Partnership in the amount out of the gross proceeds of such issuance and prior to the Partnership shall be deemed simultaneously to have reimbursed the General Partner pursuant to Section 7.04(b) for the amount direct or indirect contribution of such underwriter’s discount or other expenses). Nothing in this Agreement shall prohibit proceeds by the General Partner from issuing Partnership Units for less than fair market value if the General Partner concludes in good faith that such issuance is in the best interest of Parent to the Partnership).

Issuance of Securities by the Parent. The Parent shall not issue any additional REIT Shares or New REIT Securities unless the Parent contributes directly or indirectly the cash proceeds or other consideration, if any, received from the issuance of such additional REIT Shares or New REIT Securities, as the case may be, and from the exercise of the rights contained in any such additional New REIT Securities, to the Partnership in exchange for (x) in the case of an issuance of Common REIT Shares, OP Units or (y) in the case of an issuance of Preferred REIT Shares, Junior REIT Shares or New REIT Securities, Partnership Units with designations, preferences and other rights, terms and provisions that are substantially the same as the designations, preferences and other rights, terms and provisions of such Preferred REIT Shares, Junior REIT Shares or New REIT Securities; provided, however, that notwithstanding the foregoing, the Parent may issue REIT Shares or New REIT Securities (a) pursuant to Section 4.05 or 8.06(b) hereof, (b) pursuant to a dividend or distribution (including any stock split) wholly or partly of REIT Shares or New REIT Securities to all of the holders of REIT Shares or New REIT Securities, as the case may be, (c) upon a conversion, redemption or exchange of Preferred REIT Shares or Junior REIT Shares, (e) upon a conversion, redemption, exchange or exercise of New REIT Securities, (f) pursuant to share grants of REIT Shares or New REIT Securities, options to purchase REIT Shares or New REIT Securities or other awards made pursuant to any equity incentive plan Equity Incentive Plan of the Parent, or (g) if the Parent determines that the best interests of the Parent would be served by contributing such cash proceeds or other consideration to another Subsidiary of the Parent. In the event of any issuance of additional REIT Shares or New REIT Securities by the Parent, and the direct or indirect contribution to the Partnership, by the Parent, of the cash proceeds or other consideration received from such issuance, if any, the Partnership shall pay the Parent’s expenses associated with such issuance, including any underwriting discounts or commissions (it being understood that if the proceeds actually received by the Parent are less than the gross proceeds of such issuance as a result of any underwriter’s discount or other expenses paid or incurred by the Parent in connection with such issuance, then the General Partner shall be deemed to have made a Capital Contribution to the Partnership in the amount of the gross proceeds of such issuance and the Partnership shall be deemed simultaneously to have reimbursed the General Partner pursuant to Section 7.04(b) for the amount of such underwriter’s discount or other expenses). Nothing in this Agreement shall prohibit the General Partner from issuing Partnership Units for less than fair market value if the General Partner concludes in good faith that such issuance is in the best interest of the Partnership.

Issuance of Securities by the Parent. The Parent shall not issue any additional REIT Shares, Contingent Conversion Shares, Preferred Shares, Junior Shares or New REIT Securities unless the Parent contributes directly or indirectly the cash proceeds or other consideration, if any, received from the issuance of such additional REIT Shares, Contingent Conversion Shares, Preferred Shares, Junior Shares or New REIT Securities, as the case may be, and from the exercise of the rights contained in any such additional New REIT Securities, to the Partnership in exchange for (x) in the case of an issuance of Common REIT Shares, OP Units or Partnership Units, (y) in the case of an issuance of Contingent Conversion Shares, Contingent Conversion Units or (z) in the case of an issuance of Preferred REIT Shares, Junior REIT Shares or New REIT Securities, Partnership Units with designations, preferences and other rights, terms and provisions that are substantially the same as the designations, preferences and other rights, terms and provisions of such Contingent Conversion Shares, Preferred REIT Shares, Junior REIT Shares or New REIT Securities; provided, however, that notwithstanding the foregoing, the Parent may issue REIT Shares, Contingent Conversion Shares, Preferred Shares, Junior Shares or New REIT Securities (a) pursuant to Section 4.05 4.5, 8.6.B, 16.4 or 8.06(b) 17.4 hereof, (b) pursuant to a dividend or distribution (including any stock split) wholly or partly of REIT Shares, Contingent Conversion Shares, Preferred Shares, Junior Shares or New REIT Securities to all of the holders of REIT Shares, Contingent Conversion Shares, Preferred Shares, Junior Shares or New REIT Securities, as the case may be, (c) upon a conversion, redemption or exchange of Preferred REIT Shares, (d) upon a conversion of Junior Shares or Junior into REIT Shares, (e) upon a conversion, redemption, exchange or exercise of New Contingent Conversion Shares into REIT SecuritiesShares, (f) upon a conversion, redemption, exchange or exercise of New Securities or (g) pursuant to share grants or awards made pursuant to any equity incentive plan of the Parent, or Parent (g) if the Parent determines that the best interests of the Parent would be served by contributing such cash proceeds or other consideration to another Subsidiary of including the Parent’s 2004 Long Term Incentive Compensation Plan) . In the event of any issuance of additional REIT Shares, Contingent Conversion Shares, Preferred Shares, Junior Shares or New REIT Securities by the Parent, and the direct or indirect contribution to the Partnership, by the Parent, of the cash proceeds or other consideration received from such issuance, if any, the Partnership shall pay the Parent’s expenses associated with such issuance, including any underwriting discounts or commissions (it being understood that if the proceeds actually received payment of some or all of such expenses may be made by the Parent are less than the gross proceeds on behalf of such issuance as a result of any underwriter’s discount or other expenses paid or incurred by the Parent in connection with such issuance, then the General Partner shall be deemed to have made a Capital Contribution to the Partnership in the amount out of the gross proceeds of such issuance and prior to the Partnership shall be deemed simultaneously to have reimbursed the General Partner pursuant to Section 7.04(b) for the amount direct or indirect contribution of such underwriter’s discount or other expenses). Nothing in this Agreement shall prohibit proceeds by the General Partner from issuing Partnership Units for less than fair market value if the General Partner concludes in good faith that such issuance is in the best interest of Parent to the Partnership).

Issuance of Securities by the Parent. The Parent shall not issue any additional REIT Shares, Preferred Shares or New REIT Securities unless the Parent contributes directly or indirectly the cash proceeds or other consideration, if any, consideration received from the issuance of such additional REIT Shares, Preferred Shares or New REIT Securities, Securities (as the case may be), and from the exercise of the rights contained in any such additional New REIT Securities, to the Partnership Company in exchange for (x) in the case of an issuance of Common REIT Shares, OP Units Common Units, or (y) in the case of an issuance of Preferred REIT Shares, Junior REIT Shares or New REIT Securities, Partnership Units with designations, preferences and other rights, terms and provisions that are substantially the same as the designations, preferences and other rights, terms and provisions of such Preferred REIT Shares, Junior REIT Shares or New REIT SecuritiesEquivalent Units; provided, however, that notwithstanding the foregoing, the Parent may issue REIT Shares, Preferred Shares or New REIT Securities (a) pursuant to Section 4.05 4.4 or 8.06(b) Section 15.1.B hereof, (b) pursuant to a dividend or distribution (including any stock split) wholly or partly of REIT Shares, Preferred Shares or New REIT Securities to all of the holders of REIT Shares, Preferred Shares or New REIT Securities, Securities (as the case may be), (c) upon a conversion, redemption or exchange of Preferred REIT Shares or Junior REIT Shares, (ed) upon a conversion, redemption, exchange or exercise of New REIT Securities, (f) pursuant to share grants or awards made pursuant to any equity incentive plan of the Parent, or (ge) if the Parent determines that the best interests in connection with an acquisition of the Parent would be served by contributing such cash proceeds Units or a property or other consideration asset to another Subsidiary of be owned, directly or indirectly, by the Parent. In the event of any issuance of additional REIT Shares, Preferred Shares or New REIT Securities by the Parent, and the direct or indirect contribution to the PartnershipCompany, by the Parent, of the cash proceeds or other consideration received from such issuance, if any, the Partnership Company shall pay (or reimburse the Parent for) the Parent’s expenses associated with such issuance, including any underwriting discounts or commissions (it being understood and attorneys’ fees. In the event that if the Parent issues any additional REIT Shares, Capital Shares or New Securities and contributes the cash proceeds actually or other consideration received from the issuance thereof to the Company, the Company is authorized to issue a number of Common Units or Equivalent Units to the Parent equal to the number of REIT Shares, Capital Shares or New Securities so issued, divided by the Parent are less than the gross proceeds of such issuance as a result Adjustment Factor then in effect, in accordance with this Section 4.3.E without any further act, or Consent of any underwriter’s discount Member or any other expenses paid or incurred by the Parent in connection with such issuance, then the General Partner shall be deemed to have made a Capital Contribution to the Partnership in the amount of the gross proceeds of such issuance and the Partnership shall be deemed simultaneously to have reimbursed the General Partner pursuant to Section 7.04(b) for the amount of such underwriter’s discount or other expenses). Nothing in this Agreement shall prohibit the General Partner from issuing Partnership Units for less than fair market value if the General Partner concludes in good faith that such issuance is in the best interest of the PartnershipPersons.

Issuance of Securities by the Parent. The Parent shall not issue any additional REIT Shares, Preferred Shares, Junior Shares or New REIT Securities unless the Parent contributes directly or indirectly the cash proceeds or other consideration, if any, received from the issuance of such additional REIT Shares, Preferred Shares, Junior Shares or New REIT Securities, as the case may be, and from the exercise of the rights contained in any such additional New REIT Securities, to the Partnership in exchange for (x) in the case of an issuance of Common REIT Shares, OP Partnership Units or (y) in the case of an issuance of Preferred REIT Shares, Junior REIT Shares or New REIT Securities, Partnership Units with designations, preferences and other rights, terms and provisions that are substantially the same as the designations, preferences and other rights, terms and provisions of such Preferred REIT Shares, Junior REIT Shares or New REIT Securities; provided, however, that notwithstanding the foregoing, the Parent may issue REIT Shares, Preferred Shares, Junior Shares or New REIT Securities (a) pursuant to Section 4.05 4.5 or 8.06(b) 8.6.B hereof, (b) pursuant to a dividend or distribution (including any stock split) wholly or partly of REIT Shares, Preferred Shares, Junior Shares or New REIT Securities to all of the holders of REIT Shares, Preferred Shares, Junior Shares or New REIT Securities, as the case may be, (c) upon a conversion, redemption or exchange of Preferred REIT Shares, (d) upon a conversion of Junior Shares or Junior into REIT Shares, (e) upon a conversion, redemption, exchange or exercise of New REIT Securities, (f) pursuant to share grants or awards made pursuant to any equity incentive plan of the Parent (including the Parent, ’s 2004 Long Term Incentive Compensation Plan) or (g) if the Parent determines that the best interests of the Parent would be served by contributing such cash proceeds or other consideration to another Subsidiary of the Parent. In the event of any issuance of additional REIT Shares, Preferred Shares, Junior Shares or New REIT Securities by the Parent, and the direct or indirect contribution to the Partnership, by the Parent, of the cash proceeds or other consideration received from such issuance, if any, the Partnership shall pay the Parent’s expenses associated with such issuance, including any underwriting discounts or commissions (it being understood that if the proceeds actually received payment of some or all of such expenses may be made by the Parent are less than the gross proceeds on behalf of such issuance as a result of any underwriter’s discount or other expenses paid or incurred by the Parent in connection with such issuance, then the General Partner shall be deemed to have made a Capital Contribution to the Partnership in the amount out of the gross proceeds of such issuance and prior to the Partnership shall be deemed simultaneously to have reimbursed the General Partner pursuant to Section 7.04(b) for the amount direct or indirect contribution of such underwriter’s discount or other expensesproceeds by the Parent to the Partnership). Nothing in this Agreement shall prohibit the General Partner from issuing Partnership Units for less than fair market value if the General Partner concludes in good faith that such issuance is in the best interest of the Partnership.Back to Contents

Issuance of Securities by the Parent. The Parent shall not issue any additional REIT Shares or New REIT Securities unless the Parent contributes directly or indirectly the cash proceeds or other consideration, if any, received from the issuance of such additional REIT Shares or New REIT Securities, as the case may be, and from the exercise of the rights contained in any such additional New REIT Securities, to the Partnership in exchange for (x) in the case of an issuance of Common REIT Shares, OP Units or (y) in the case of an issuance of Preferred REIT Shares, Junior REIT Shares or New REIT Securities, Partnership Units with designations, preferences and other rights, terms and provisions that are substantially the same as the designations, preferences and other rights, terms and provisions of such Preferred REIT Shares, Junior REIT Shares or New REIT Securities; provided, however, that notwithstanding the foregoing, the Parent may issue REIT Shares or New REIT Securities (a) pursuant to Section 4.05 or 8.06(b) hereof, (b) pursuant to a dividend or distribution (including any stock split) wholly or partly of REIT Shares or New REIT Securities to all of the holders of REIT Shares or New REIT Securities, as the case may be, (c) upon a conversion, redemption or exchange of Preferred REIT Shares or Junior REIT Shares, (e) upon a conversion, redemption, exchange or exercise of New REIT Securities, (f) pursuant to share grants of REIT Shares or New REIT Securities, options to purchase REIT Shares or New REIT Securities or other awards made pursuant to any equity incentive plan Equity Incentive Plan of the Parent, or (g) if the Parent determines that the best interests of the Parent would be served by contributing such cash proceeds or other consideration to another Subsidiary of the Parent. In the event of any issuance of additional REIT Shares or New REIT Securities by the Parent, and the direct or indirect contribution to the Partnership, by the Parent, of the cash proceeds or other consideration received from such issuance, if any, the Partnership shall pay the Parent’s expenses associated with such issuance, including any underwriting discounts or commissions (it being understood that if the proceeds actually received by the Parent are less than the gross proceeds of such issuance as a result of any underwriter’s discount or other expenses paid or incurred by the Parent in connection with such issuance, then the General Partner shall be deemed to have made a Capital Contribution to the Partnership in the amount of the gross proceeds of such issuance and the Partnership shall be deemed simultaneously to have reimbursed the General Partner pursuant to Section 7.04(b) for the amount of such underwriter’s discount or other expenses). Nothing in this Agreement shall prohibit the General Partner from issuing Partnership Units for less than fair market value if the General Partner concludes in good faith that such issuance is in the best interest of the Partnership.

Issuance of Securities by the Parent. The General Parent shall not issue any additional REIT Parent Shares, Preferred Shares, Junior Shares or New REIT Securities unless the Parent contributes directly or indirectly indirectly, including through HAC I and/or HAC II, the cash proceeds or other consideration, if any, received from the issuance of such additional REIT Parent Shares, Preferred Shares, Junior Shares or New REIT Securities, as the case may be, and from the exercise of the rights contained in any such additional New REIT Securities, to the Partnership in exchange for (x) in the case of an issuance of Common REIT Parent Shares, OP Partnership Units or (y) in the case of an issuance of Preferred REIT Shares, Junior REIT Shares or New REIT Securities, Partnership Units with designations, preferences and other rights, terms and provisions that are substantially the same as the designations, preferences and other rights, terms and provisions of such Preferred REIT Shares, Junior REIT Shares or New REIT Securities; provided, however, that notwithstanding the foregoing, the Parent may issue REIT Parent Shares, Preferred Shares, Junior Shares or New REIT Securities (a) pursuant to Section 4.05 or 8.06(b) hereof, (b) pursuant to a dividend or distribution (including any stock split) wholly or partly of REIT Parent Shares, Preferred Shares, Junior Shares or New REIT Securities to all of the holders of REIT Parent Shares, Preferred Shares, Junior Shares or New REIT Securities, as the case may be, (c) upon a conversion, redemption or exchange of Preferred REIT Shares, (d) upon a conversion of Junior Shares or Junior REIT into Parent Shares, (e) upon a conversion, redemption, exchange or exercise of New REIT SecuritiesSecurities or, (f) pursuant to share grants or awards made pursuant to any equity incentive plan of the Parent, or (g) if the Parent determines that the best interests of the Parent would be served by contributing such cash proceeds or other consideration to another Subsidiary Equity Incentive Plan of the Parent. In the event of any issuance of additional REIT Parent Shares, Preferred Shares, Junior Shares or New REIT Securities by the ParentGeneral Partner, and the direct or indirect contribution to the Partnership, by the Parent, of the cash proceeds or other consideration received from such issuance, if any, the Partnership shall pay the Parent’s expenses associated with such issuance, including any underwriting discounts or commissions (it being understood that if the proceeds actually received by the Parent are less than the gross proceeds of such issuance as a result of any underwriter’s discount or other expenses paid or incurred by the Parent in connection with such issuance, then the General Partner Parent shall be deemed to have made a direct or indirect Capital Contribution to the Partnership in the amount of the gross proceeds of such issuance and the Partnership shall be deemed simultaneously to have reimbursed the General Partner Parent pursuant to Section 7.04(b) for the amount of such underwriter’s discount or other expenses). Nothing in this Agreement shall prohibit the General Partner from issuing Partnership Units for less than fair market value if the General Partner concludes in good faith that such issuance is in the best interest of the PartnershipPartnership and the Parent’s stockholders, including without limitation any issuance of Partnership Interests corresponding to Parent Shares issued pursuant to any exercise of Tax Benefits Rights.

Issuance of Securities by the Parent. The Parent shall not issue any additional REIT Shares, Contingent Conversion Shares, Preferred Shares, Junior Shares or New REIT Securities unless the Parent contributes directly or indirectly the cash proceeds or other consideration, if any, received from the issuance of such additional REIT Shares, Contingent Conversion Shares, Preferred Shares, Junior Shares or New REIT Securities, as the case may be, and from the exercise of the rights contained in any such additional New REIT Securities, to the Partnership in exchange for (x) in the case of an issuance of Common REIT Shares, OP Units or Partnership Units, (y) in the case of an issuance of Contingent Conversion Shares, Contingent Conversion Units or (z) in the case of an issuance of Preferred REIT Shares, Junior REIT Shares or New REIT Securities, Partnership Units with designations, preferences and other rights, terms and provisions that are substantially the same as the designations, preferences and other rights, terms and provisions of such Contingent Conversion Shares, Preferred REIT Shares, Junior REIT Shares or New REIT Securities; provided, however, that notwithstanding the foregoing, the Parent may issue REIT Shares, Contingent Conversion Shares, Preferred Shares, Junior Shares or New REIT Securities (a) pursuant to Section 4.05 4.5, 8.6.B or 8.06(b) 16.4 hereof, (b) pursuant to a dividend or distribution (including any stock split) wholly or partly of REIT Shares, Contingent Conversion Shares, Preferred Shares, Junior Shares or New REIT Securities to all of the holders of REIT Shares, Contingent Conversion Shares, Preferred Shares, Junior Shares or New REIT Securities, as the case may be, (c) upon a conversion, redemption or exchange of Preferred REIT Shares, (d) upon a conversion of Junior Shares or Junior into REIT Shares, (e) upon a conversion, redemption, exchange or exercise of New Contingent Conversion Shares into REIT SecuritiesShares, (f) upon a conversion, redemption, exchange or exercise of New Securities or (g) pursuant to share grants or awards made pursuant to any equity incentive plan of the Parent, or Parent (g) if the Parent determines that the best interests of the Parent would be served by contributing such cash proceeds or other consideration to another Subsidiary of including the Parent’s 2004 Long Term Incentive Compensation Plan) . In the event of any issuance of additional REIT Shares, Contingent Conversion Shares, Preferred Shares, Junior Shares or New REIT Securities by the Parent, and the direct or indirect contribution to the Partnership, by the Parent, of the cash proceeds or other consideration received from such issuance, if any, the Partnership shall pay the Parent’s expenses associated with such issuance, including any underwriting discounts or commissions (it being understood that if the proceeds actually received payment of some or all of such expenses may be made by the Parent are less than the gross proceeds on behalf of such issuance as a result of any underwriter’s discount or other expenses paid or incurred by the Parent in connection with such issuance, then the General Partner shall be deemed to have made a Capital Contribution to the Partnership in the amount out of the gross proceeds of such issuance and prior to the Partnership shall be deemed simultaneously to have reimbursed the General Partner pursuant to Section 7.04(b) for the amount direct or indirect contribution of such underwriter’s discount or other expenses). Nothing in this Agreement shall prohibit proceeds by the General Partner from issuing Partnership Units for less than fair market value if the General Partner concludes in good faith that such issuance is in the best interest of Parent to the Partnership).

Issuance of Securities by the Parent. The Parent shall not issue any additional REIT Shares, Preferred Shares, Junior Shares or New REIT Securities unless the Parent contributes directly or indirectly the cash proceeds or other consideration, if any, received from the issuance of such additional REIT Shares, Preferred Shares, Junior Shares or New REIT Securities, as the case may be, and from the exercise of the rights contained in any such additional New REIT Securities, to the Partnership in exchange for (x) in the case of an issuance of Common REIT Shares, OP Partnership Units or (y) in the case of an issuance of Preferred REIT Shares, Junior REIT Shares or New REIT Securities, Partnership Units with designations, preferences and other rights, terms and provisions that are substantially the same as the designations, preferences and other rights, terms and provisions of such Preferred REIT Shares, Junior REIT Shares or New REIT Securities; provided, however, that notwithstanding the foregoing, the Parent may issue REIT Shares, Preferred Shares, Junior Shares or New REIT Securities (a) pursuant to Section 4.05 4.5 or 8.06(b) 8.6.B hereof, (b) pursuant to a dividend or distribution (including any stock split) wholly or partly of REIT Shares, Preferred Shares, Junior Shares or New REIT Securities to all of the holders of REIT Shares, Preferred Shares, Junior Shares or New REIT Securities, as the case may be, (c) upon a conversion, redemption or exchange of Preferred REIT Shares, (d) upon a conversion of Junior Shares or Junior into REIT Shares, (e) upon a conversion, redemption, exchange or exercise of New REIT SecuritiesSecurities or, (f) pursuant to share grants or awards made pursuant to any equity incentive plan of the Parent, or (g) if the Parent determines that the best interests of the Parent would be served by contributing such cash proceeds or other consideration to another Subsidiary of the Parent. In the event of any issuance of additional REIT Shares, Preferred Shares, Junior Shares or New REIT Securities by the Parent, and the direct or indirect contribution to the Partnership, by the Parent, of the cash proceeds or other consideration received from such issuance, if any, the Partnership shall pay the Parent’s expenses associated with such issuance, including any underwriting discounts or commissions (it being understood that if the proceeds actually received by the Parent are less than the gross proceeds of such issuance as a result of any underwriter’s discount or other expenses paid or incurred by the Parent and the General Partner in connection with such issuance, then the General Partner Parent shall be deemed to have made made, through the General Partner, a Capital Contribution to the Partnership in the amount of the gross proceeds of such issuance and the Partnership shall be deemed simultaneously to have reimbursed the Parent or General Partner Partner, as applicable, pursuant to Section 7.04(b) 7.4.B for the amount of such underwriter’s discount or other expenses). Nothing in this Agreement shall prohibit the General Partner from issuing Partnership Units for less than fair market value if the General Partner concludes in good faith that such issuance is in the best interest of the Partnership.

Issuance of Securities by the Parent. The Parent shall not issue any additional REIT Shares, Preferred Shares, Junior Shares or New REIT Securities unless the Parent contributes directly or indirectly the cash proceeds or other consideration, if any, received from the issuance of such additional REIT Shares, Preferred Shares, Junior Shares or New REIT Securities, as the case may be, and from the exercise of the rights contained in any such additional New REIT Securities, to the Partnership in exchange for (x) in the case of an issuance of Common REIT Shares, OP Partnership Units or (y) in the case of an issuance of Preferred REIT Shares, Junior REIT Shares or New REIT Securities, Partnership Units with designations, preferences and other rights, terms and provisions that are substantially the same as the designations, preferences and other rights, terms and provisions of such Preferred REIT Shares, Junior REIT Shares or New REIT Securities; provided, however, that notwithstanding the foregoing, the Parent may issue REIT Shares, Preferred Shares, Junior Shares or New REIT Securities (a) pursuant to Section 4.05 4.5 or 8.06(b) 8.6.B hereof, (b) pursuant to a dividend or distribution (including any stock split) wholly or partly of REIT Shares, Preferred Shares, Junior Shares or New REIT Securities to all of the holders of REIT Shares, Preferred Shares, Junior Shares or New REIT Securities, as the case may be, (c) upon a conversion, redemption or exchange of Preferred REIT Shares, (d) upon a conversion of Junior Shares or Junior into REIT Shares, (e) upon a conversion, redemption, exchange or exercise of New REIT SecuritiesSecurities or, (f) pursuant to share grants or awards made pursuant to any equity incentive plan of the Parent, or (g) if the Parent determines that the best interests of the Parent would be served by contributing such cash proceeds or other consideration to another Subsidiary of the Parent. In the event of any issuance of additional REIT Shares, Preferred Shares, Junior Shares or New REIT Securities by the Parent, and the direct or indirect contribution to the Partnership, by the Parent, of the cash proceeds or other consideration received from such issuance, if any, the Partnership shall pay the Parent’s 's expenses associated with such issuance, including any underwriting discounts or commissions (it being understood that if the proceeds actually received by the Parent are less than the gross proceeds of such issuance as a result of any underwriter’s 's discount or other expenses paid or incurred by the Parent and the General Partner in connection with such issuance, then the General Partner Parent shall be deemed to have made made, through the General Partner, a Capital Contribution to the Partnership in the amount of the gross proceeds of such issuance and the Partnership shall be deemed simultaneously to have reimbursed the Parent of General Partner Partner, as applicable, pursuant to Section 7.04(b) 7.4.B for the amount of such underwriter’s 's discount or other expenses). Nothing in this Agreement shall prohibit the General Partner from issuing Partnership Units for less than fair market value if the General Partner concludes in good faith that such issuance is in the best interest of the Partnership.

Issuance of Securities by the Parent. The Parent shall not issue any additional REIT Shares, Contingent Conversion Shares, Preferred Shares, Junior Shares or New REIT Securities unless the Parent contributes directly or indirectly the cash proceeds or other consideration, if any, received from the issuance of such additional REIT Shares, Contingent Conversion Shares, Preferred Shares, Junior Shares or New REIT Securities, as the case may be, and from the exercise of the rights contained in any such additional New REIT Securities, to the Partnership in exchange for (x) in the case of an issuance of Common REIT Shares, OP Units or Partnership Units, (y) in the case of an issuance of Contingent Conversion Shares, Contingent Conversion Units or (z) in the case of an issuance of Preferred REIT Shares, Junior REIT Shares or New REIT Securities, Partnership Units with designations, preferences and other rights, terms and provisions that are substantially the same as the designations, preferences and other rights, terms and provisions of such Contingent Conversion Shares, Preferred REIT Shares, Junior REIT Shares or New REIT Securities; provided, however, that notwithstanding the foregoing, the Parent may issue REIT Shares, Contingent Conversion Shares, Preferred Shares, Junior Shares or New REIT Securities (a) pursuant to Section 4.05 4.5 or 8.06(b) 8.6.B hereof, (b) pursuant to a dividend or distribution (including any stock split) wholly or partly of REIT Shares, Contingent Conversion Shares, Preferred Shares, Junior Shares or New REIT Securities to all of the holders of REIT Shares, Contingent Conversion Shares, Preferred Shares, Junior Shares or New REIT Securities, as the case may be, (c) upon a conversion, redemption or exchange of Preferred REIT Shares, (d) upon a conversion of Junior Shares or Junior into REIT Shares, (e) upon a conversion, redemption, exchange or exercise of New Contingent Conversion Shares into REIT SecuritiesShares, (f) upon a conversion, redemption, exchange or exercise of New Securities or (g) pursuant to share grants or awards made pursuant to any equity incentive plan of the Parent, or Parent (g) if the Parent determines that the best interests of the Parent would be served by contributing such cash proceeds or other consideration to another Subsidiary of including the Parent’s 2004 Long Term Incentive Compensation Plan) . In the event of any issuance of additional REIT Shares, Contingent Conversion Shares, Preferred Shares, Junior Shares or New REIT Securities by the Parent, and the direct or indirect contribution to the Partnership, by the Parent, of the cash proceeds or other consideration received from such issuance, if any, the Partnership shall pay the Parent’s expenses associated with such issuance, including any underwriting discounts or commissions (it being understood that if the proceeds actually received payment of some or all of such expenses may be made by the Parent are less than the gross proceeds on behalf of such issuance as a result of any underwriter’s discount or other expenses paid or incurred by the Parent in connection with such issuance, then the General Partner shall be deemed to have made a Capital Contribution to the Partnership in the amount out of the gross proceeds of such issuance and prior to the Partnership shall be deemed simultaneously to have reimbursed the General Partner pursuant to Section 7.04(b) for the amount direct or indirect contribution of such underwriter’s discount or other expenses). Nothing in this Agreement shall prohibit proceeds by the General Partner from issuing Partnership Units for less than fair market value if the General Partner concludes in good faith that such issuance is in the best interest of Parent to the Partnership).

Issuance of Securities by the Parent. The Parent shall not issue any additional REIT Parent Shares, Capital Shares or New REIT Securities unless the Parent contributes directly or indirectly the cash proceeds or other consideration, if any, consideration received from the issuance of such additional REIT Parent Shares, Capital Shares or New REIT Securities, Securities (as the case may be, ) and from the exercise of the rights contained in any such additional Capital Shares or New REIT Securities, Securities directly or indirectly to the Partnership in exchange for (x) in the case of an issuance of Common REIT Parent Shares, OP Units Partnership Common Units, or (y) in the case of an issuance of Preferred REIT Shares, Junior REIT Capital Shares or New REIT Securities, Partnership Units with designations, preferences and other rights, terms and provisions that are substantially the same as the designations, preferences and other rights, terms and provisions of such Preferred REIT Shares, Junior REIT Shares or New REIT SecuritiesEquivalent Units; provided, however, that notwithstanding the foregoing, the Parent may issue REIT Parent Shares, Capital Shares or New REIT Securities (a) pursuant to Section 4.05 4.4, Section 4.5 or 8.06(b) Section 4.7 hereof, (b) pursuant to a dividend or distribution (including any stock split) wholly or partly of REIT Parent Shares, Capital Shares or New REIT Securities to all of the holders of REIT Parent Shares, Capital Shares or New REIT Securities, Securities (as the case may be), (c) upon a conversion, redemption or exchange of Preferred REIT Shares or Junior REIT Capital Shares, (ed) upon a conversion, redemption, exchange or exercise of New REIT Securities, (f) pursuant to share grants or awards made pursuant to any equity incentive plan of the Parent, or (ge) if the Parent determines that the best interests in connection with an acquisition of the Parent would be served by contributing such cash proceeds Partnership Interests or a property or other consideration asset to another Subsidiary of be owned, directly or indirectly, by the Parent. In the event of any issuance of additional REIT Parent Shares, Capital Shares or New REIT Securities by the Parent, and the direct or indirect contribution to the Partnership, directly or indirectly, by the Parent, of the cash proceeds or other consideration received from such issuanceissuance (or property acquired with such proceeds), if any, the Partnership shall pay the Parent’s expenses associated with such issuance, including any underwriting discounts or commissions (it being understood that if the cash proceeds actually received by the Parent are less than the gross proceeds of such issuance as a result of any underwriter’s discount or other expenses paid or incurred by the Parent in connection with such issuance, then the General Partner Parent shall be deemed to have made a Capital Contribution to the Partnership in the amount equal to the sum of the gross cash proceeds of such issuance and the Partnership shall be deemed simultaneously to have reimbursed the General Partner pursuant to Section 7.04(b) for plus the amount of such underwriter’s expenses paid by the Parent (which discount and expense shall be treated as an expense for the benefit of the Partnership for purposes of Section 7.4). In the event that the Parent issues any additional Parent Shares, Capital Shares or New Securities and contributes, directly or indirectly, the cash proceeds or other expenses). Nothing in this Agreement shall prohibit consideration received from the General Partner from issuing Partnership Units for less than fair market value if the General Partner concludes in good faith that such issuance is in the best interest of thereof to the Partnership, the Partnership is expressly authorized to issue a number of Partnership Common Units or Partnership Equivalent Units to the Parent equal to the number of Parent Shares, Capital Shares or New Securities so issued, divided by the Parent Share Adjustment Factor then in effect, in accordance with this Section 4.3.D without any further act, approval or vote of any Partner or any other Persons.

Issuance of Securities by the Parent. The Parent shall not issue any additional REIT Class A Common Shares, Class B Common Shares, Preferred Shares or New REIT Securities unless the Parent contributes directly or indirectly the cash proceeds or other consideration, if any, consideration received from the issuance of such additional REIT Class A Common Shares, Class B Common Shares, Preferred Shares or New REIT Securities, Securities (as the case may be), and from the exercise of the rights contained in any such additional New REIT Securities, to the Partnership in exchange for (x) in the case of an issuance of Class A Common REIT Shares, OP Units or Class A Units, (y) in the case of an issuance of Preferred REIT Class B Common Shares, Junior REIT Class B Units, or (z) in the case of an issuance of Preferred Shares or New REIT Securities, Partnership Units with designations, preferences and other rights, terms and provisions that are substantially the same as the designations, preferences and other rights, terms and provisions of such Preferred REIT Shares, Junior REIT Shares or New REIT SecuritiesEquivalent Units; provided, however, that notwithstanding the foregoing, the Parent may issue REIT Class A Common Shares, Class B Common Shares, Preferred Shares or New REIT Securities (a) pursuant to Section 4.05 4.4 or 8.06(bSection 15.1(b) hereof, (b) pursuant to a dividend or distribution (including any stock share split) wholly or partly of REIT Class A Common Shares, Class B Common Shares, Preferred Shares or New REIT Securities to all of the holders of REIT Class A Common Shares, Class B Common Shares, Preferred Shares or New REIT Securities, Securities (as the case may be), (c) upon a conversion, redemption or exchange of Preferred REIT Shares or Junior REIT Shares, (ed) upon a conversion, redemption, exchange or exercise of New REIT Securities, (f) pursuant to share grants or awards made pursuant to any equity incentive plan of the Parent, or (ge) if the Parent determines that the best interests in connection with an acquisition of the Parent would be served by contributing such cash proceeds Units or a property or other consideration asset to another Subsidiary of be owned, directly or indirectly, by the Parent. In the event of any issuance of additional REIT Class A Common Shares, Class B Common Shares, Preferred Shares or New REIT Securities by the Parent, and the direct or indirect contribution to the Partnership, by the Parent, of the cash proceeds or other consideration received from such issuance, if any, the Partnership shall pay the Parent’s expenses associated with such issuance, including any underwriting discounts or commissions commissions. In the event that the Parent issues any additional Class A Common Shares or Class B Common Shares, and contributes the cash proceeds or other consideration received from the issuance thereof to the Partnership, the Partnership is authorized to issue a number of Class A Units or Class B Units (it being understood that if as the proceeds actually received case may be) to the Parent equal to the number of Class A Common Shares or Class B Common Shares so issued, divided by the Parent are less than the gross proceeds of such issuance as a result Adjustment Factor then in effect, in accordance with this Section 4.3(e) without any further act, approval or vote of any underwriter’s discount Partner or any other Persons. In the event that the Parent issues any Capital Shares or New Securities and contributes the cash proceeds or other expenses paid or incurred by consideration received from the issuance thereof to the Partnership, the Partnership is authorized to issue to the Parent in connection with such issuance, then the General Partner shall be deemed to have made a Capital Contribution an equal number of Equivalent Units that correspond to the Partnership class or series of Capital Shares or New Securities so issued, in the amount accordance with this Section 4.3(e) without any further act, approval or vote of the gross proceeds of such issuance and the Partnership shall be deemed simultaneously to have reimbursed the General any Partner pursuant to Section 7.04(b) for the amount of such underwriter’s discount or any other expenses). Nothing in this Agreement shall prohibit the General Partner from issuing Partnership Units for less than fair market value if the General Partner concludes in good faith that such issuance is in the best interest of the PartnershipPersons.