Common use of Covenants of the General Partner Clause in Contracts

Covenants of the General Partner. To facilitate the General Partner’s ability to fully perform its obligations hereunder, the General Partner covenants and agrees as follows: (a) At all times during the pendency of the Rights, the General Partner shall reserve for issuance such number of shares of Common Stock as may be necessary to enable the General Partner to issue such shares in exchange for all of the Partnership Units held by Limited Partners which are from time to time outstanding. (b) As long as the General Partner shall be obligated to file periodic reports under the Exchange Act, the General Partner will timely file such reports in such manner as shall enable any recipient of Common Stock issued to Limited Partners hereunder in reliance upon an exemption from registration under the Securities Act to continue to be eligible to utilize Rule 144 promulgated by the SEC pursuant to the Securities Act, or any successor rule or regulation or statute thereunder, for the resale thereof. (c) During the pendency of the Rights, the Limited Partners shall receive in a timely manner all reports filed by the General Partner with the SEC and all other communications transmitted from time to time by the General Partner to its stockholders generally. (d) Under no circumstances shall the General Partner declare any stock dividend, stock split, stock distribution or the like, unless fair and equitable arrangements are provided, to the extent necessary, to fully adjust, and to avoid any dilution in, the rights of Limited Partners under this Agreement. (e) Notwithstanding the General Partner’s determination as to the form in which the consideration for the Offered Units shall be payable, the General Partner shall be required to pay such consideration by cashier’s check or wire transfer of immediately available funds to the extent that payment by issuance of Common Stock would disqualify the General Partner from being characterized as a REIT.

Covenants of the General Partner. To facilitate the General Partner’s 's ability to fully perform its obligations hereunder, the General Partner covenants and agrees as follows: (a) At all times during the pendency of the Exchange Rights, the General Partner shall reserve for issuance and keep available, free from preemptive rights, out of its authorized but unissued REIT Shares, such number of shares of Common Stock REIT Shares as may be necessary to enable the General Partner to issue such shares REIT Shares in exchange for full satisfaction of all of the Partnership Units held by Limited Partners Exchange Rights which are from time to time outstandingoutstanding (assuming no Ownership Limit applied and that the General Partner paid the Stock Purchase Price with respect to all such Exchange Rights). (b) As long as the General Partner shall be obligated to file periodic reports under the Exchange Act, the General Partner will timely file such reports in such manner as shall enable any recipient of Common Stock REIT Shares issued to Limited Partners hereunder in reliance upon an exemption from registration under the Securities Act to continue to be eligible to utilize Rule 144 promulgated by the SEC pursuant to the Securities Act, or any successor rule or regulation or statute thereunder, for the resale thereof. (c) During the pendency of the Exchange Rights, the Limited Partners shall receive in a timely manner all reports filed by the General Partner with the SEC and all other communications transmitted from time to time by the General Partner to its stockholders shareholders generally. (d) Under All REIT Shares which may be issued upon exchange of Offered Partnership Units will upon issue be fully paid and non-assessable. (e) Except as provided in Section 4.3(a)(iii) of the Agreement, the General Partner shall not issue or sell any REIT Shares or other equity securities or any instrument convertible into any equity security for a consideration less than the fair value of such REIT Shares or other equity security, as determined in each case by the Board of Trustees of the General Partner, in consultation with the General Partner's professional advisors, and under no circumstances shall the General Partner declare any stock dividend, stock split, stock distribution or the like, unless fair and equitable arrangements are provided, to the extent necessary, to fully adjust, and to avoid any dilution in, the rights Exchange Rights of the Limited Partners under this Agreement, as provided in paragraph 10 below. (e) Notwithstanding the General Partner’s determination as to the form in which the consideration for the Offered Units shall be payable, the General Partner shall be required to pay such consideration by cashier’s check or wire transfer of immediately available funds to the extent that payment by issuance of Common Stock would disqualify the General Partner from being characterized as a REIT.

Covenants of the General Partner. To facilitate the General Partner’s 's ability to fully perform its obligations hereunder, the General Partner covenants and agrees as follows: (a) At all times during the pendency of the Rights, the General Partner shall reserve for issuance such number of shares of Common Stock as may be necessary to enable the General Partner to issue such shares in exchange for all of the Partnership Units held by Limited Partners which are from time to time outstanding. (b) As long as the General Partner shall be obligated to file periodic reports under the Exchange Act, the General Partner will timely file such reports in such manner as shall enable any recipient of Common Stock issued to Limited Partners hereunder in reliance upon an exemption from registration under the Securities Act to continue to be eligible to utilize Rule 144 promulgated by the SEC pursuant to the Securities Act, or any successor rule or regulation or statute thereunder, for the resale thereof. (c) During the pendency of the Rights, the Limited Partners shall receive in a timely manner all reports filed by the General Partner with the SEC and all other communications transmitted from time to time by the General Partner to its stockholders generally. (d) Under no circumstances shall the General Partner declare any stock dividend, stock split, stock distribution or the like, unless fair and equitable arrangements are provided, to the extent necessary, to fully adjust, and to avoid any dilution in, the rights of Limited Partners under this Agreement. (e) Notwithstanding the General Partner’s 's determination as to the form in which the consideration for the Offered Units Interests shall be payable, the General Partner shall be required to pay such consideration by cashier’s 's check or wire transfer of immediately available funds to the extent that payment by issuance of Common Stock would disqualify the General Partner from being characterized as a REIT.

Covenants of the General Partner. To facilitate the General Partner’s 's ability to fully perform its obligations hereunder, the General Partner covenants and agrees as follows: (a) At all times during the pendency of the WCB Rights, the General Partner shall reserve for issuance such number of shares of Common Stock as may be necessary to enable the General Partner to issue such shares in exchange for all of the WCB Partnership Units held by WCB Limited Partners which are from time to time outstanding. (b) As long as the General Partner shall be obligated to file periodic reports under the Exchange Act, the General Partner will timely file such reports in such manner as shall enable any recipient of Common Stock issued to WCB Limited Partners hereunder in reliance upon an exemption from registration under the Securities Act to continue to be eligible to utilize Rule 144 promulgated by the SEC pursuant to the Securities Act, or any successor rule or regulation or statute thereunder, for the resale thereof. (c) During the pendency of the WCB Rights, the WCB Limited Partners shall receive in a timely manner all reports filed by the General Partner with the SEC and all other communications transmitted from time to time by the General Partner to its stockholders generally. (d) Under no circumstances shall the General Partner (i) declare any stock dividend, stock split, stock distribution, extraordinary dividend, distribution of assets or the likelike or (ii) in connection with a takeover defense measure or a recapitalization issue or sell any shares of Common Stock or other equity securities or any instrument convertible into any equity security for consideration that is substantially less than fair value of such Common Stock or other equity security (it being agreed that any determination of fair value by the Board of Directors of the General Partner shall conclusively establish the fair value thereof), unless in either circumstance fair and equitable arrangements are provided, to the extent necessary, to fully adjust, and to avoid any dilution in, the rights of WCB Limited Partners under this Agreement. (e) Notwithstanding the General Partner’s determination as anything to the form contrary provided in which this Agreement (including, without limitation, this Exhibit G, in the consideration for event that the Offered Units shall be payable, the General Partner shall be required to pay such consideration by cashier’s check or wire transfer of immediately available funds to the extent that payment by issuance of Common Stock upon exercise of any WCB Limited Partner's WCB Rights would disqualify the General Partner from being characterized as a REIT, the General Partner shall have the right to, and shall be required to, pay to such WCB Limited Partner by cashier's check or wire transfer of immediately available funds the WCB Cash Amount in lieu of the WCB Common Stock Amount.

Covenants of the General Partner. To facilitate the General Partner’s 's ability to fully perform its obligations hereunder, the General Partner covenants and agrees as follows: (a) At all times during the pendency of the Exchange Rights, the General Partner shall reserve for issuance and keep available, free from preemptive rights, out of its authorized but unissued Class A Common Shares, such number of shares of Class A Common Stock Shares as may be necessary to enable the General Partner to issue such shares Class A Common Shares in exchange for full satisfaction of all of the Partnership Units held by Limited Partners Exchange Rights which are from time to time outstandingoutstanding (assuming no Ownership Restrictions applied and that the General Partner paid the Share Purchase Price with respect to all such Exchange Rights). (b) As long as the General Partner shall be obligated to file periodic reports under the Exchange Act, the General Partner will timely file such reports in such manner as shall enable any recipient of Class A Common Stock Shares issued to the Limited Partners Partner hereunder in reliance upon an exemption from registration under the Securities Act to continue to be eligible to utilize rely on Rule 144 promulgated by the SEC pursuant to the Securities Act, or any successor rule or regulation or statute thereunder, for the resale thereof. (c) During the pendency of the Rights, the Limited Partners Partner shall receive in a timely manner all reports filed by the General Partner with the SEC and all other communications transmitted from time to time by the General Partner to its stockholders shareholders generally. (d) Under no circumstances shall the General Partner declare any stock dividendAll Class A Common Shares which may be issued upon exchange of Offered Partnership Units will upon issue be validly issued, stock split, stock distribution or the like, unless fair fully paid and equitable arrangements are provided, to the extent necessary, to fully adjust, and to avoid any dilution in, the rights of Limited Partners under this Agreementnonassessable. (e) Notwithstanding the General Partner’s determination as to the form in which the consideration for the Offered Units shall be payable, the General Partner shall be required to pay such consideration by cashier’s check or wire transfer of immediately available funds to the extent that payment by issuance of Common Stock would disqualify the General Partner from being characterized as a REIT.