Common use of Additional Issuer Covenants Clause in Contracts

Additional Issuer Covenants. The General Partner shall (i) not enter into an agreement with any Person which would result in a Triggering Event unless such agreement provides for each of the following and (ii) from and after any Trigger Occurrence, comply with each of the following: A. If, on the day immediately prior to a Trigger Occurrence, the Issuer is qualified as a REIT, then, substantially contemporaneously with such Trigger Occurrence, the General Partner, the Issuer and its Affiliates shall enter into such mergers, combinations, conveyances or other transactions as shall be required to cause substantially all of the assets of the General Partner and the Issuer and its Affiliates to be owned, leased or held directly or indirectly by a single operating partnership in which the Limited Partners shall hold partnership units having the rights specified by this Agreement. The agreement governing the resulting operating partnership shall be in a form substantially no less favorable to each of the Limited Partners than is this Agreement. B. From and after a Trigger Occurrence, the General Partner shall not take any action (other than (i) paying a dividend or distribution in respect of all of the Partnership Units that complies with Articles 5 and 13, (ii) purchasing or disposing of any real property or other assets provided that any single disposition of assets does not represent 10% or more of the total gross book value of the Partnership's assets at the time of such disposition and the Partnership shall use reasonable efforts to structure any dispositions of assets to comply with the requirements of Section 1031 of the Code, (iii) financing, refinancing or other repayment of any indebtedness or entering into or terminating any guaranty of indebtedness, (iv) issuing any Units to the Company or the General Partner in connection with a sale of securities by the Company or the General Partner or selling any Units, including, without limitation, in connection with a purchase of assets by the Partnership, or (v) redeeming any Units pursuant to this Agreement), or fail to take any action, if such action or failure to take action, would result in any Limited Partner realizing a taxable gain, without the prior written consent of the holders of a majority of the Partnership Units held by the Limited Partners (excluding the Partnership Units held by the General Partner). Notwithstanding the previous sentence, if the Issuer or the General Partner, or both, shall agree, in writing, to indemnify each of the Limited Partners against any taxes that the Limited Partners might incur a result of an action, or failure to take action, on the part of the General Partner, such action, or failure to take action, shall not require the consent of any of the Limited Partners. Further, if the General Partner is a REIT, the General Partner shall be permitted to take any action required by the Code or the IRS to allow the General Partner to remain a REIT without the consent of any of the Limited Partners. C. From and after a Trigger Occurrence, in the event a dividend or distribution consisting of cash or property (other than Replacement Shares) or both is paid by the Issuer in respect of the Replacement Shares, the General Partner shall cause the Partnership to distribute, in respect of each Partnership Unit, the same amount of cash or property the holder of a Partnership Unit would have received had such holder exercised its Redemption Right and received Replacement Shares prior to such dividend or distribution.

Additional Issuer Covenants. The General Partner shall (i) not enter into in an agreement with any Person which would result in a Triggering Event unless such agreement provides for each of the following and (ii) from and after any Trigger Occurrence, comply with each of the following: A. If, on the day immediately prior to a Trigger Occurrence, the Issuer is qualified as a REIT, then, substantially (a) Substantially contemporaneously with such any Trigger Occurrence, the General Partner, the Issuer and its Affiliates shall enter into into, and, if appropriate, cause the Partnership to enter into, such mergers, combinations, conveyances or other transactions as shall be required to cause substantially all of the assets of the General Partner (including those owned by the Partnership and its Affiliates) and the Issuer and its Affiliates to be owned, leased or held directly or indirectly by a single operating partnership in which the Limited Partners shall hold partnership units having the rights specified by this Agreement. The agreement governing the resulting operating partnership shall be in a form substantially no less favorable to each of the Limited Partners than is this Agreement. B. (b) From and after a Trigger Occurrence, the General Partner shall not take any action (including, without limitation, the prepayment of debt or the selling of properties), other than (i) paying a dividend or distribution in respect of all of the Partnership Class A Common Units that complies complying with Articles 5 4 and 13, (ii) purchasing or disposing of any real property or other assets provided that any single disposition of assets does not represent 10% or more of the total gross book value of the Partnership's assets at the time of such disposition and the Partnership shall use reasonable efforts to structure any dispositions of assets to comply with the requirements of Section 1031 of the Code, (iii) financing, refinancing or other repayment of any indebtedness or entering into or terminating any guaranty of indebtedness, (iv) issuing any Units to the Company or the General Partner in connection with a sale of securities by the Company or the General Partner or selling any Units, including, without limitation, in connection with a purchase of assets by the Partnership, or (v) redeeming any Units pursuant to this Agreement), or fail to take any action, if such action action, or failure to take action, would result in any Limited Partner realizing a taxable gain, without the prior written consent of the holders of a majority of the Partnership Units held by the Limited Partners (excluding the Partnership Units held by the General Partner)issued and outstanding Class A Common. Notwithstanding the previous sentence, if the Issuer or the General Partner, Partner or both, at the election of the holders of a majority of the issued and outstanding Class A Common, shall agree, in writing, to indemnify each of the Limited Partners against any taxes that the Limited Partners might incur a result of an action, or failure to take action, on the part of the General Partner, such action, or failure to take action, shall not require the consent of any of the Limited Partners. Further, if the General Partner is a REIT, the General Partner shall be permitted to take any action required by the Code or the IRS Service to allow the General Partner to remain a REIT without the consent of any of the Limited Partners. C. (c) From and after a Trigger Occurrence, in the event a dividend or distribution consisting of cash or property (other than Replacement Shares) or both is paid by the Issuer in respect of the Replacement Shares, the General Partner shall cause the Partnership to distribute, in respect of each Partnership Unit, the same amount of cash or property the holder of a Partnership Unit would have received had such holder exercised its Redemption Right and received Replacement Shares prior to such dividend or distribution.

Additional Issuer Covenants. The General Partner shall (i) not enter into an agreement with any Person which would result in a Triggering Event unless such agreement provides for each of the following and (ii) from and after any Trigger Occurrence, comply with each of the following: A. If, on the day immediately prior to a Trigger Occurrence, the Issuer is qualified as a REIT, then, substantially contemporaneously with such Trigger Occurrence, the General Partner, the Issuer and its Affiliates shall enter into such mergers, combinations, conveyances or other transactions as shall be required to cause substantially all of the assets of the General Partner and the Issuer and its Affiliates to be owned, leased or held directly or indirectly by a single operating partnership in which the each Limited Partners Partner shall hold one partnership units unit having the rights specified by this AgreementAgreement for each Unit held by such Limited Partner immediately prior to such merger, combination, conveyance or other transaction. The agreement governing the resulting operating partnership shall be in a form substantially no less favorable to each of the Limited Partners than is this Agreement. B. From and after a Trigger Occurrence, the General Partner shall not take any action (other than (i) paying a dividend or distribution in respect of all of the Partnership Common Units that complies with Articles 5 and 13, (ii) purchasing or disposing of any real property or other assets provided that any single disposition of assets does not represent 10% or more of the total gross book value of the Partnership's assets at the time of such disposition and the Partnership shall use reasonable efforts to structure any dispositions of assets to comply with the requirements of Section 1031 of the Code, (iii) financing, refinancing or other repayment of any indebtedness or entering into or terminating any guaranty of indebtedness, (iv) issuing any Units to the Company or the General Partner in connection with a sale of securities by the Company or the General Partner or selling any Units, including, without limitation, in connection with a purchase of assets by the Partnership, or (v) redeeming any Units pursuant to this Agreement), or fail to take any action, if such action or failure to take action, would result in any Limited Partner realizing a taxable gain, without the prior written consent of the holders of a majority of the Partnership Common Units held by the Limited Partners (excluding the Partnership Common Units held by the General Partner). Notwithstanding the previous sentence, if the Issuer or the General Partner, or both, shall agree, in writing, to indemnify each of the Limited Partners against any taxes that the Limited Partners might incur a result of an action, or failure to take action, on the part of the General Partner, such action, or failure to take action, shall not require the consent of any of the Limited Partners. Further, if the General Partner is a REIT, the General Partner shall be permitted to take any action required by the Code or the IRS to allow the General Partner to remain a REIT without the consent of any of the Limited Partners. C. From and after a Trigger Occurrence, in the event a dividend or distribution consisting of cash or property (other than Replacement Shares) or both is paid by the Issuer in respect of the Replacement Shares, the General Partner shall cause the Partnership to distribute, in respect of each Partnership Common Unit, the same amount of cash or property the holder of a Partnership Common Unit would have received had such holder exercised its Redemption Right and received Replacement Shares prior to such dividend or distribution.