Partnership.
(B)
INCORPORATION OF SHARE PLAN; COMMITTEE DETERMINATIONS.
THE
PROVISIONS OF THE SHARE PLAN ARE HEREBY INCORPORATED BY REFERENCE AS IF SET
FORTH HEREIN.
IN THE EVENT OF A CONFLICT BETWEEN THIS AGREEMENT AND THE SHARE
PLAN, THE SHARE PLAN SHALL GOVERN.
THE COMMITTEE WILL MAKE THE DETERMINATIONS
AND CERTIFICATIONS REQUIRED BY THIS AWARD AS PROMPTLY AS REASONABLY PRACTICABLE
FOLLOWING THE OCCURRENCE OF THE EVENT OR EVENTS NECESSITATING SUCH
DETERMINATIONS OR CERTIFICATIONS.
(C)
STATUS OF 2014 OPP UNITS UNDER THE SHARE PLAN.
THIS AWARD
AND THE OTHER 2014 OPP AWARDS CONSTITUTE AWARDS OF OP UNITS (AS DEFINED IN THE
2010 PLAN) BY THE COMPANY UNDER THE 2010 PLAN.
THE AWARD OPP UNITS ARE
INTERESTS IN THE PARTNERSHIP.
THE NUMBER OF COMMON SHARES RESERVED FOR ISSUANCE
UNDER THE SHARE PLAN UNDERLYING OUTSTANDING AWARD OPP UNITS WILL BE DETERMINED
BY THE COMMITTEE IN LIGHT OF ALL APPLICABLE CIRCUMSTANCES, INCLUDING
CALCULATIONS MADE OR TO BE MADE UNDER SECTION 3 HEREOF, VESTING, CAPITAL ACCOUNT
ALLOCATIONS AND/OR BALANCES UNDER THE PARTNERSHIP AGREEMENT, THE CONVERSION
RATIO IN EFFECT BETWEEN LTIP UNITS AND CLASS A UNITS AND THE EXCHANGE RATIO IN
EFFECT BETWEEN CLASS A UNITS AND COMMON SHARES.
THE COMPANY WILL HAVE THE RIGHT
AT ITS OPTION, AS SET FORTH IN THE PARTNERSHIP AGREEMENT, TO ISSUE COMMON SHARES
IN EXCHANGE FOR AWARD PARTNERSHIP UNITS IN ACCORDANCE WITH THE PARTNERSHIP
AGREEMENT, SUBJECT TO CERTAIN LIMITATIONS SET FORTH IN THE PARTNERSHIP
AGREEMENT, AND SUCH COMMON SHARES, IF ISSUED, WILL BE ISSUED UNDER THE SHARE
PLAN.
THE GRANTEE MUST BE ELIGIBLE TO RECEIVE THE AWARD OPP UNITS IN COMPLIANCE
WITH APPLICABLE FEDERAL AND STATE SECURITIES LAWS AND TO THAT EFFECT IS REQUIRED
TO COMPLETE, EXECUTE AND DELIVER CERTAIN COVENANTS, REPRESENTATIONS AND
WARRANTIES (ATTACHED AS EXHIBIT B).
THE GRANTEE ACKNOWLEDGES THAT THE GRANTEE
WILL HAVE NO RIGHT TO APPROVE OR DISAPPROVE SUCH DETERMINATION BY THE COMMITTEE.
(D)
LEGEND.
THE RECORDS OF THE PARTNERSHIP EVIDENCING THE AWARD
OPP UNITS SHALL BEAR AN APPROPRIATE LEGEND, AS DETERMINED BY THE PARTNERSHIP IN
ITS SOLE DISCRETION, TO THE EFFECT THAT SUCH 2014 OPP UNITS ARE SUBJECT TO
RESTRICTIONS AS SET FORTH HEREIN, IN THE SHARE PLAN, AND IN THE PARTNERSHIP
AGREEMENT.
(E)
COMPLIANCE WITH LAW.
THE PARTNERSHIP AND THE GRANTEE WILL
MAKE REASONABLE EFFORTS TO COMPLY WITH ALL APPLICABLE SECURITIES LAWS.
IN
ADDITION, NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, NO
2014 OPP UNITS WILL BECOME VESTED OR BE PAID AT A TIME THAT SUCH VESTING OR
PAYMENT WOULD RESULT IN A VIOLATION OF ANY SUCH LAW.
(F)
INVESTMENT REPRESENTATIONS; REGISTRATION.
THE GRANTEE HEREBY
MAKES THE COVENANTS, REPRESENTATIONS AND WARRANTIES SET FORTH ON EXHIBIT B
ATTACHED HERETO.
ALL OF SUCH COVENANTS, WARRANTIES AND REPRESENTATIONS SHALL
SURVIVE THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY THE GRANTEE.
THE
PARTNERSHIP WILL HAVE NO OBLIGATION TO REGISTER UNDER THE SECURITIES ACT ANY
2014 OPP UNITS OR ANY OTHER SECURITIES ISSUED PURSUANT TO THIS AGREEMENT OR UPON
CONVERSION OR EXCHANGE OF 2014 OPP UNITS.
THE GRANTEE AGREES THAT ANY RESALE OF
THE SHARES OF COMMON SHARES