Common use of Covenants of the Agents Clause in Contracts

Covenants of the Agents. The Agents: (a) shall offer or arrange the offer of the Common Shares for sale to the public, directly and through other investment dealers and brokers (the Agents, together with such other investment dealers and brokers, are referred to herein as the "Selling Firms"), only as permitted by and in compliance with all relevant laws and regulatory requirements (including under the Securities Act), upon the terms and conditions set forth in the U.S. Prospectus and in this Agreement and will require each Selling Firm to so agree; (b) shall not solicit offers to purchase or sell the Common Shares so as to require registration thereof or the filing of a prospectus or similar document with respect thereto under the laws of any jurisdiction other than the United States, and will require each Selling Firm to agree with the Agents not to so solicit or sell. In this connection, the Agents agree that they will not offer or sell any of the Common Shares constituting a part of their allotment within Canada except, if applicable, through the Underwriters on the terms and conditions set forth in the Underwriting Agreement and the Inter-Dealer Agreement and in compliance with the Canadian Securities Laws; (c) agree that if they offer to sell or sell any Common Shares in jurisdictions (which may include Europe) other than the United States and through the Underwriters in the Qualifying Provinces, such offers and sales shall be effected in accordance and compliance with the applicable laws of such jurisdictions and shall be effected in such manner so as not to: (i) require registration of the Common Shares, or the filing of a prospectus or other document with respect thereto; or (ii) subject the Corporation to any continuous disclosure or similar reporting requirements under the laws of any jurisdiction outside the provinces of Canada or the United States; (d) shall use all reasonable efforts to complete and to cause the other Selling Firms to complete the distribution of the Common Shares as soon as practicable; (e) shall notify the Corporation when, in their opinion, the Agents and the other Selling Firms have ceased distribution of the Common Shares; and (f) shall comply with all U.S. Securities Laws with respect to the use of "green sheets" and other marketing materials.

Covenants of the Agents. The Agents: (a) shall offer or arrange the offer of the Common Shares for sale to the public, directly and through other investment dealers and brokers (the Agents, together with such other investment dealers and brokers, are referred to herein as the "“Selling Firms"”), only as permitted by and in compliance with all relevant laws and regulatory requirements (including under the Securities Act), upon the terms and conditions set forth in the U.S. Prospectus and in this Agreement and will require each Selling Firm to so agreeagree and provided that the fees (exclusive of expenses) of the Selling Firms will be paid by the Agents; (b) shall not solicit offers to purchase or sell the Common Shares so as to require registration thereof or the filing of a prospectus or similar document with respect thereto under the laws of any jurisdiction other than the United States, and will require each Selling Firm to agree with the Agents not to so solicit or sell. In this connection, the Agents agree that they will not offer or sell any of the Common Shares constituting a part of their allotment within Canada except, if applicable, through the Underwriters on the terms and conditions set forth in the Underwriting Agreement and the Inter-Dealer Agreement and in compliance with the Canadian Securities Laws; (c) agree that if they offer to sell or sell any Common Shares in jurisdictions (which may include Europe) other than the United States and through the Underwriters in the Qualifying Provinces, such offers and sales shall be effected in accordance and compliance with the applicable laws of such jurisdictions and shall be effected in such manner so as not to: (i) require registration of the Common Shares, or the filing of a prospectus or other document with respect thereto; or (ii) subject the Corporation to any continuous disclosure or similar reporting requirements under the laws of any jurisdiction outside the provinces of Canada or the United States; (d) shall use all reasonable efforts to complete and to cause the other Selling Firms to complete the distribution of the Common Shares as soon as practicable; (e) shall notify the Corporation when, in their opinion, the Agents and the other Selling Firms have ceased distribution of the Common Shares; and (f) shall comply in all material respects with all U.S. Securities Laws with respect to the use of "“green sheets" ,” free writing prospectuses and other marketing materials.

Covenants of the Agents. The Agents: (a) shall offer or arrange the offer of the Common Shares for sale to the public, directly and through other investment dealers and brokers (the Agents, together with such other investment dealers and brokers, are referred to herein as the "“Selling Firms"”), only as permitted by and in compliance with all relevant laws and regulatory requirements (including under the Securities Act), upon the terms and conditions set forth in the U.S. Prospectus and in this Agreement and will require each Selling Firm to so agreeagree and provided that the fees (exclusive of expenses) of the Selling Firms will be paid by the Agents; (b) shall not solicit offers to purchase or sell the Common Shares so as to require registration thereof or the filing of a prospectus or similar document with respect thereto under the laws of any jurisdiction other than the United States, and will require each Selling Firm to agree with the Agents not to so solicit or sell. In this connection, the Agents agree that they will not offer or sell any of the Common Shares constituting a part of their allotment within Canada except, if applicable, through the Underwriters on the terms and conditions set forth in the Underwriting Agreement and the Inter-Dealer Agreement and in compliance with the Canadian Securities Laws; (c) agree that if they offer to sell or sell any Common Shares in jurisdictions (which may include Europe) other than the United States and through the Underwriters in the Qualifying Provinces, such offers and sales shall be effected in accordance and compliance with the applicable laws of such jurisdictions and shall be effected in such manner so as not to: (i) require registration of the Common Shares, or the filing of a prospectus or other document with respect thereto; or (ii) subject the Corporation to any continuous disclosure or similar reporting requirements under the laws of any jurisdiction outside the provinces of Canada or the United States; (d) shall use all reasonable efforts to complete and to cause the other Selling Firms to complete the distribution of the Common Shares as soon as practicable; (e) shall notify the Corporation when, in their opinion, the Agents and the other Selling Firms have ceased distribution of the Common Shares; and (f) shall comply in all material respects with all U.S. Securities Laws with respect to the use of "“green sheets" ” and other marketing materials.

Covenants of the Agents. The AgentsAgents covenant with the REIT LP that: (a) shall offer or arrange 2.1 During the offer course of the Common Shares distribution of the Offered Units to the public by or through the Agents, they will offer the Offered Units for sale to the publicpublic on behalf of the REIT LP, directly and through other investment dealers and brokers (the Agents, together with such other investment dealers and brokers, are referred to herein as the "Selling Firms"), ) in the Qualifying Jurisdictions only as permitted by and in compliance accordance with all relevant laws applicable Securities Laws which, for greater certainty, shall include delivery by the Agents of a copy of the Prospectus and regulatory requirements (including under any Amendment to each purchaser of Offered Units introduced by the Securities Act)Agents, only upon the terms and conditions set forth in the U.S. Prospectus and in this Agreement and that they will not, directly or indirectly, offer Offered Units for sale in the United States or in any jurisdiction, other than the Qualifying Jurisdictions, that would require each Selling Firm to so agree; (b) shall not solicit offers to purchase or sell the Common Shares so as to require registration thereof or the filing of a prospectus prospectus, registration statement, offering memorandum or similar document with respect thereto under or would result in the laws REIT LP having any reporting or other obligation in such jurisdiction. For the purposes of any jurisdiction other than the United States, and will require each Selling Firm to agree with the Agents not to so solicit or sell. In this connectionparagraph 2.1, the Agents agree shall be entitled to assume that they will not offer or sell the Offered Units are qualified for distribution in any province of the Common Shares constituting a part of their allotment within Canada exceptCanada, if applicableexcept Quebec, through the Underwriters on the terms and conditions set forth referred to in the Underwriting Agreement final NP 11-202 receipt for the Prospectus obtained from the British Columbia Securities Commission and the Inter-Dealer Agreement and in compliance with the Canadian Ontario Securities Laws; (c) agree that if they offer to sell or sell any Common Shares in jurisdictions (which may include Europe) other than the United States and through the Underwriters in the Qualifying Provinces, such offers and sales shall be effected in accordance and compliance with the applicable laws of such jurisdictions and shall be effected in such manner so as not to: (i) require registration of the Common Shares, or Commission following the filing of a prospectus the Prospectus unless the Agents receive written notice to the contrary from the REIT LP or other document the applicable Securities Commissions. Notwithstanding the foregoing provisions of this paragraph 2.1, no Agent will be liable to the REIT LP or Managing GP with respect thereto; to a default by another Agent or (ii) subject the Corporation to any continuous disclosure or similar reporting requirements a Selling Firm appointed by another Agent under the laws of any jurisdiction outside the provinces of Canada or the United Statesthis paragraph 2.1; (d) shall 2.2 They will provide a breakdown of the number of Offered Units distributed in each Qualifying Jurisdiction where such breakdown is required for the purpose of calculating fees payable to, or reimbursable by, a Securities Commission; 2.3 They will use all commercially reasonable efforts to complete and to cause the other Selling Firms to complete the distribution of the Common Shares as soon as practicable; (e) shall notify Offered Units to occur in such a manner that the Corporation when, in their opinionminimum distribution requirements for the initial listing and posting for trading of the Offered Units on the Stock Exchange are satisfied. Upon the request of the REIT LP, the Agents and will provide the other Selling Firms have ceased Stock Exchange with a form 2E setting forth the anticipated distribution of the Common Shares; andOffering based upon subscriptions for the Offered Units received as of the date of this Agreement; (f) 2.4 They will use commercially reasonable efforts to cause the distribution of the Offered Units to occur in such a matter that there shall comply with all U.S. Securities Laws be not less than 2,500 beneficial holders of Units at the Closing Time; 2.5 They will not make any representations or warranties with respect to the use REIT LP, the Managing GP or the Offered Units other than as set forth in this Agreement, the Preliminary Prospectus, the Prospectus, any Amendment or otherwise with the written approval of "green sheets" the REIT LP, acting reasonably; and 2.6 The rights and other marketing materialsobligations of the Agents under this Agreement, including but not limited to the right and obligation to offer the Offered Units and the entitlement to the Agency Fee, will be several (as distinguished from joint or joint and several) rights and obligations for each Agent.

Covenants of the Agents. The Agents: (a) shall offer or arrange the offer of the Common Shares for sale to the public, directly and through other investment dealers and brokers (the Agents, together with such other investment dealers and brokers, are referred to herein as the "“Selling Firms"”), only as permitted by and in compliance with all relevant laws and regulatory requirements (including under the Securities Act), upon the terms and conditions set forth in the U.S. Prospectus and in this Agreement and will require each Selling Firm to so agree; (b) shall not solicit offers to purchase or sell the Common Shares so as to require registration thereof or the filing of a prospectus or similar document with respect thereto under the laws of any jurisdiction other than the United States, and will require each Selling Firm to agree with the Agents not to so solicit or sell. In this connection, the Agents agree that they will not offer or sell any of the Common Shares constituting a part of their allotment within Canada except, if applicable, through the Underwriters on the terms and conditions set forth in the Underwriting Agreement and the Inter-Dealer Agreement and in compliance with the Canadian Securities Laws; (c) agree that if they offer to sell or sell any Common Shares in jurisdictions (which may include Europe) other than the United States and through the Underwriters in the Qualifying Provinces, such offers and sales shall be effected in accordance and compliance with the applicable laws of such jurisdictions and shall be effected in such manner so as not to: (i) require registration of the Common Shares, or the filing of a prospectus or other document with respect thereto; or (ii) subject the Corporation to any continuous disclosure or similar reporting requirements under the laws of any jurisdiction outside the provinces of Canada or the United States; (d) shall use all reasonable efforts to complete and to cause the other Selling Firms to complete the distribution of the Common Shares as soon as practicable; (e) shall notify the Corporation when, in their opinion, the Agents and the other Selling Firms have ceased distribution of the Common Shares; and (f) shall comply with all U.S. Securities Laws with respect to the use of "“green sheets" ” and other marketing materials.

Covenants of the Agents. The Agents: (a) shall offer or arrange the offer of the Common Shares for sale to the public, directly and through other investment dealers and brokers (the Agents, together with such other investment dealers and brokers, are referred to herein as the "“Selling Firms"), only as permitted by and in compliance with all relevant laws and regulatory requirements (including under the Securities Act), upon the terms and conditions set forth in the U.S. Prospectus and in this Agreement and will require each Selling Firm to so agreeagree and provided that the fees (exclusive of expenses) of the Selling Firms will be paid by the Agents; (b) shall not solicit offers to purchase or sell the Common Shares so as to require registration thereof or the filing of a prospectus or similar document with respect thereto under the laws of any jurisdiction other than the United States, and will require each Selling Firm to agree with the Agents not to so solicit or sell. In this connection, the Agents agree that they will not offer or sell any of the Common Shares constituting a part of their allotment within Canada except, if applicable, through the Underwriters on the terms and conditions set forth in the Underwriting Agreement and the Inter-Dealer Agreement and in compliance with the Canadian Securities Laws; (c) agree that if they offer to sell or sell any Common Shares in jurisdictions (which may include Europe) other than the United States and through the Underwriters in the Qualifying Provinces, such offers and sales shall be effected in accordance and compliance with the applicable laws of such jurisdictions and shall be effected in such manner so as not to: (i) require registration of the Common Shares, or the filing of a prospectus or other document with respect thereto; or (ii) subject the Corporation to any continuous disclosure or similar reporting requirements under the laws of any jurisdiction outside the provinces of Canada or the United States; (d) shall use all reasonable efforts to complete and to cause the other Selling Firms to complete the distribution of the Common Shares as soon as practicable; (e) shall notify the Corporation when, in their opinion, the Agents and the other Selling Firms have ceased distribution of the Common Shares; and (f) shall comply in all material respects with all U.S. Securities Laws with respect to the use of "“green sheets" ,” free writing prospectuses and other marketing materials.