Common use of PARTNERSHIP REDEMPTIONS Clause in Contracts

PARTNERSHIP REDEMPTIONS. For a period of one year following the Effective Time, Parent and the Company hereby agree that the Value of a Reit Share (as such term is defined in the First Amended and Restated Agreement of Limited Partnership of Westfield America Limited Partnership, as amended (the "OP PARTNERSHIP AGREEMENT")) shall be no less than the Offer Price for purposes of determining the cash amount payable to holders of Partnership Common Units or Investor Unit Rights (as such terms are defined in the OP Partnership Agreement) upon redemption of such securities. In addition, Parent and the Company hereby agree that no such redemption shall be satisfied using Reit Shares if such Reit Shares are not publicly-traded at the time of such redemption.