Common use of Covenants of the Operating Partnership Clause in Contracts

Covenants of the Operating Partnership. In further consideration of the agreements of the Underwriters herein contained, the Company and the Operating Partnership covenant as follows: (a) To furnish the Manager, without charge, 3 signed copies of the Registration Statement (including exhibits thereto) and for delivery to each other Underwriter a conformed copy of the Registration Statement (without exhibits thereto) and, during the period mentioned in paragraph 6(c), as many copies of the Prospectus, any documents incorporated by reference therein and any supplements and amendments thereto or to the Registration Statement as the Manager may reasonably request. (b) Before amending or supplementing the Registration Statement or the Prospectus with respect to the Offered Securities, to furnish to the Manager a copy of each such proposed amendment or supplement and not to file any such proposed amendment or supplement to which the Manager reasonably objects. (c) If, during such period after the first date of the public offering of the Offered Securities as in the opinion of counsel for the Underwriters the Prospectus is required by law to be delivered in connection with sales by an Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses the Manager will furnish to the Operating Partnership) to which Offered Securities may have been sold by the Manager on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, will comply with law; it being understood that, in the case of any amendment to the Prospectus by means of the filing of the Operating Partnership's quarterly or annual reports under the Exchange Act, the Underwriters and their counsel will be furnished copies promptly after the filing thereof. (d) To endeavor to qualify the Offered Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as the Manager shall reasonably request and to maintain such qualification for as long as the Manager shall reasonably request. (e) To make generally available to the Operating Partnership's security holders and to the Manager as soon as practicable an earning statement covering a twelve month period beginning on the first day of the first full fiscal quarter after the date of this Agreement, which earning statement shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder. If such fiscal quarter is the last fiscal quarter of the Operating Partnership's fiscal year, such earning statement shall be made available not later than 90 days after the close of the period covered thereby and in all other cases shall be made available not later than 45 days after the close of the period covered thereby. (f) During the period beginning on the date of the Underwriting Agreement and continuing to and including the Closing Date, not to offer, sell, contract to sell or otherwise dispose of any debt securities of the Operating Partnership substantially similar to the Offered Securities (other than (i) the Offered Securities and (ii) commercial paper issued in the ordinary course of business), without the prior written consent of the Manager. (g) To pay all expenses incident to the performance of its obligations under this Agreement, including: (i) the preparation and filing of the Registration Statement and the Prospectus and all amendments and supplements thereto; (ii) the preparation, issuance and delivery of the Offered Securities; (iii) the fees and disbursements of the Company's and the Operating Partnership's counsel and accountants and of the Trustee and its counsel; (iv) the qualification of the Offered Securities under state securities or Blue Sky laws in accordance with the provisions of Section 6(d), including filing fees and the fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of any Blue Sky or Legal Investment Memoranda; (v) the printing and delivery to the Underwriters in quantities as hereinabove stated of copies of the Registration Statement and all amendments thereto and of any preliminary prospectus and the Prospectus and any amendments or supplements thereto; (vi) the printing and delivery to the Underwriters of copies of any Blue Sky or Legal Investment Memoranda; (vii) any fees charged by rating agencies for the rating of the Offered Securities; (viii) the filing fees and expenses, if any, incurred with respect to any filing with the National Association of Securities Dealers, Inc. made in connection with the Offered Securities; (ix) any expenses incurred by the Operating Partnership or the Company in connection with a "road show" presentation to potential investors.

Covenants of the Operating Partnership. In further consideration of the agreements of the Underwriters herein contained, the Company and the The Operating Partnership covenant covenants with you as follows: (a) To At any time prior to the completion of the distribution of the Securities by the Initial Purchasers to purchasers who are not affiliates thereof, the Operating Partnership will give the Initial Purchasers notice of its intention to prepare any supplement or amendment to the Offering Memorandum, will furnish the ManagerInitial Purchasers with copies of any such amendment, without chargesupplement or other document a reasonable amount of time prior to such proposed use, 3 signed and will not use any such amendment or supplement to which the Initial Purchasers or counsel for the Initial Purchasers shall reasonably object. (b) The Operating Partnership has furnished or will furnish to the Initial Purchasers such number of copies of the Registration Statement Offering Memorandum (including exhibits theretoas amended or supplemented) and for delivery to each other Underwriter a conformed copy of the Registration Statement (without exhibits thereto) and, during the period mentioned in paragraph 6(c), as many copies of the Prospectus, any documents incorporated by reference therein and any supplements and amendments thereto or to the Registration Statement as the Manager Initial Purchaser may reasonably request. (bc) Before amending or supplementing the Registration Statement or the Prospectus with respect At any time prior to the Offered Securities, to furnish to the Manager a copy of each such proposed amendment or supplement and not to file any such proposed amendment or supplement to which the Manager reasonably objects. (c) If, during such period after the first date completion of the public offering distribution of the Offered Securities as in by the opinion of counsel for the Underwriters the Prospectus is required by law Initial Purchasers to be delivered in connection with sales by an Underwriter or dealerpurchasers who are not affiliates thereof, if any event shall occur or condition exist as a result of which it is necessary necessary, in the reasonable opinion of counsel for the Initial Purchasers or counsel for the Operating Partnership, to amend or supplement the Prospectus Offering Memorandum in order to make the Offering Memorandum not misleading, in light of the circumstances existing at the time it is delivered to a purchaser, the Operating Partnership will forthwith amend or supplement the Offering Memorandum (in form and substance reasonably satisfactory to counsel for the Initial Purchasers) so that, as so amended or supplemented, the Offering Memorandum will not include an untrue statement of a material fact or omit to state a material affect necessary in order to make the statements therein, in the light of the circumstances when existing at the Prospectus time it is delivered to a purchaser, not misleading, or if, in and the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses the Manager Operating Partnership will furnish to the Operating Partnership) to which Offered Securities may have been sold by the Manager on behalf Initial Purchasers a reasonable number of the Underwriters and to any other dealers upon request, either amendments copies of such amendment or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, will comply with law; it being understood that, in the case of any amendment to the Prospectus by means of the filing of the Operating Partnership's quarterly or annual reports under the Exchange Act, the Underwriters and their counsel will be furnished copies promptly after the filing thereofsupplement. (d) To endeavor The Operating Partnership will endeavor, in cooperation with the Initial Purchasers, (i) to qualify the Offered Securities for offer and sale under the securities or Blue Sky laws, including real estate syndication laws, of such jurisdictions as the Initial Purchaser may reasonably designate, (ii) to maintain such qualifications in effect so long as required for the sale of the Securities and (iii) to arrange for the determination of the legality of the Securities for purchase by institutional investors under the laws of such jurisdictions as the Manager shall reasonably request and to maintain such qualification for as long as the Manager shall Initial Purchaser may reasonably request. The Operating Partnership will promptly advise the Initial Purchasers of the receipt by the Operating Partnership of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. Notwithstanding the foregoing, the Operating Partnership shall not be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to file a general consent to service of process in any jurisdiction. (e) To make generally available to Neither the Operating Partnership's security holders and to the Manager Partnership nor any affiliate (as soon as practicable an earning statement covering a twelve month period beginning on the first day defined in Rule 501(b) of the first full fiscal quarter after the date of this Agreement, which earning statement shall satisfy the provisions of Section 11(aRegulation D) of the Operating Partnership will solicit any offer to buy or offer or sell the Securities Act and by means of any form of general solicitation or general advertising (within the rules and regulations meaning of the Commission thereunder. If such fiscal quarter is the last fiscal quarter of the Operating Partnership's fiscal year, such earning statement shall be made available not later than 90 days after the close of the period covered thereby and in all other cases shall be made available not later than 45 days after the close of the period covered therebyRegulation D). (f) During The Operating Partnership shall, during any period in the period beginning on the date of the Underwriting Agreement and continuing to and including two years after the Closing Date, not to offer, sell, contract to sell Date (or otherwise dispose of any debt securities of shorter period provided for in Rule 144(k) under the Securities Act or any successor provision thereto) in which the Operating Partnership substantially similar is not subject to the Offered Securities (other than (iSection 13 or 15(d) the Offered Securities and (ii) commercial paper issued in the ordinary course of business), without the prior written consent of the ManagerExchange Act, make available, upon request, to any holder of such Securities in connection with any sale thereof and any prospective purchaser of Securities from such holder the information ("RULE 144A INFORMATION") specified in Rule 144A(d)(4) under the Act. (g) To pay all expenses incident Neither the Operating Partnership nor any affiliate (as defined in Rule 501(b) of Regulation D) will sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in the performance Securities Act) the offering of which security will be integrated with the sale of the Securities in a manner which would require the registration of the Securities under the Securities Act. (h) The Operating Partnership shall use its obligations under this Agreement, including: best efforts in cooperation with the Initial Purchasers to permit the Securities to be eligible for clearance and settlement through DTC. (i) The Operating Partnership will not, for a period of 90 days following the preparation date and filing time that this Agreement is executed and delivered by the parties hereto (the "EXECUTION TIME"), without your prior written consent, offer, sell or contract to sell, or otherwise dispose of, directly or indirectly, or announce the offering of, any debt securities issued or guaranteed by the Operating Partnership (other than the securities offered pursuant to an Exchange Offer Registration Statement for the Securities). (j) The Operating Partnership will use its best efforts to enable Standard & Poor's Ratings Services ("S&P") and Mood▇'▇ ▇▇▇estors Service, Inc. ("Mood▇'▇") ▇r any other nationally recognized statistical rating organization to provide their respective credit ratings of any Securities, if applicable. (k) The Operating Partnership will use the net proceeds received by it from the sale of the Registration Statement and Securities in the Prospectus and all amendments and supplements thereto; manner specified in the Offering Memorandum under "Use of Proceeds." (iil) If requested by the preparationInitial Purchasers, issuance and delivery of the Offered Securities; (iii) the fees and disbursements of the Company's and the Operating Partnership's counsel and accountants and of Partnership will use its best efforts to cause the Trustee and its counsel; (iv) the qualification of the Offered Securities under state securities or Blue Sky laws in accordance with the provisions of Section 6(d), including filing fees and the fees and disbursements of counsel for the Underwriters in connection therewith and in connection with the preparation of any Blue Sky or Legal Investment Memoranda; (v) the printing and delivery to the Underwriters in quantities as hereinabove stated of copies of the Registration Statement and all amendments thereto and of any preliminary prospectus and the Prospectus and any amendments or supplements thereto; (vi) the printing and delivery to the Underwriters of copies of any Blue Sky or Legal Investment Memoranda; (vii) any fees charged be designated by rating agencies for the rating of the Offered Securities; (viii) the filing fees and expenses, if any, incurred with respect to any filing with the National Association of Securities Dealers, Inc. made PORTAL Market ("PORTAL") as PORTAL-eligible securities in accordance with the rules and regulations of the National Association of Securities Dealers, Inc. (m) The Operating Partnership will furnish to holders of the Securities as soon as practicable after the end of each fiscal year an annual report (including a balance sheet and statements of income, holders' equity and cash flows of the Operating Partnership and its consolidated subsidiaries certified by independent public accountants) and, as soon as practicable after the end of each of the first three quarters of each fiscal year (beginning with the first fiscal quarter ending after the date of the Offering Memorandum), consolidated summary financial information of the Operating Partnership and its consolidated subsidiaries of such quarter in reasonable detail. (n) The Operating Partnership will not take any action prohibited by Regulation M under the Exchange Act, in connection with the Offered Securities; distribution of the Securities contemplated hereby. (ixo) The Operating Partnership will comply with all of the terms and conditions of the Registration Rights Agreement. (p) Prior to any expenses incurred by registration of the Exchange Offer Notes pursuant to the Registration Rights Agreement, or at such earlier time as may be so required, the Operating Partnership or will qualify the Company Indenture under the Trust Indenture Act, and enter into any necessary supplemental indentures in connection with a "road show" presentation to potential investorstherewith.