Common use of Covenants of the General Partner Clause in Contracts

Covenants of the General Partner. The General Partner will use all reasonable efforts to: (1) keep such Shelf Registration Statement effective until the third anniversary of the date on which the Shelf Registration Statement first becomes effective; (2) prepare and file with the SEC such amendments and supplements to the Shelf Registration Statement and the prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by the Shelf Registration Statement during the period specified in clause (1); (3) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as any Reorganization Limited Partner from time to time may reasonably request; (4) cause all Registrable REIT Securities registered as described herein to be listed on each securities exchange or quoted on each quotation service, if any, on which the Registrable REIT Securities of the same class are then listed or quoted; (5) provide a transfer agent and registrar for all Registrable REIT Securities registered pursuant to the Shelf Registration Statement and a CUSIP number for all such Registrable REIT Securities; (6) promptly comply with all applicable rules and regulations of the SEC with respect to the Shelf Registration Statement; (7) promptly notify the Reorganization Limited Partners of the occurrence of any of the following events: (i) when the Shelf Registration Statement or any post-effective amendment thereto filed with the SEC has become effective; (ii) any request by the SEC for amendments or post-effective amendments to the Shelf Registration Statement or supplements to the related prospectus; (iii) the issuance by the SEC of any stop order suspending the effectiveness of the Shelf Registration Statement; (iv) the suspension by the General Partner of sales of Registrable REIT Securities pursuant to the Shelf Registration Statement in accordance with Section 8.8.C below; (v) the General Partner’s receipt of any notification of the suspension of the qualification of any Registrable REIT Securities covered by the Shelf Registration Statement for sale in any jurisdiction or the initiation or threat of any proceeding for that purpose; or (vi) subject to the General Partner’s rights under Section 8.8.C, the existence of any event, fact or circumstance that results in the Shelf Registration Statement or the related prospectus or any document incorporated therein by reference containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (8) promptly obtain the withdrawal of any order suspending the effectiveness of the Shelf Registration Statement or the lifting of any suspension of the qualification (or exemption from qualification) of any Registrable REIT Securities for sale in any jurisdiction; (9) file a sufficient number of copies of the prospectus and any supplements thereto and any post-effective amendments to the Shelf Registration Statement with any securities exchange or market on which the Registrable REIT Securities are then listed so as to provide the Reorganization Limited Partners with the benefits of the prospectus delivery provisions of Rule 153 under the Securities Act; and (10) subject to the General Partner’s rights under Section 8.8.C, if any event, fact or circumstance requiring an amendment to the Shelf Registration Statement or a supplement to the related prospectus shall exist, immediately upon becoming aware thereof, notify the Reorganization Limited Partners and prepare and furnish to the Reorganization Limited Partners a post-effective amendment to the Shelf Registration Statement or a supplement to the prospectus or any document incorporated therein by reference, or file any other required document, so that, as thereafter delivered to the purchasers of the Registrable REIT Securities, the prospectus will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading.

Covenants of the General Partner. (a) The General Partner will use all reasonable efforts to: (1) keep such Shelf not file any amendment to the Registration Statement without giving the Selling Agent a reasonable period of time to review such amendment prior to filing or to which the Selling Agent reasonably objects, unless advised by counsel that doing so is required by law. The General Partner will notify the Selling Agent promptly (i) when any amendment to the Registration Statement shall have become effective until or any supplement (not including any monthly report) to the third anniversary Prospectus is filed, (ii) of the date on which receipt of any further comments from the Shelf Registration Statement first becomes effective; (2) prepare and file with the SEC such amendments and supplements to the Shelf Registration Statement and the prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act SEC, CFTC, NFA or any other federal or state regulatory or self-regulatory body with respect to the disposition Registration Statement, (iii) of all securities covered any request by the Shelf SEC, CFTC, NFA or any other federal or state regulatory or self-regulatory body for any further amendment to the Registration Statement during the period specified in clause (1); (3) furnish such number of prospectuses and other documents incident thereto, including or any amendment of or supplement to the prospectusProspectus or for additional information relating thereto, as any Reorganization Limited Partner from time to time may reasonably request; (4iv) cause all Registrable REIT Securities registered as described herein to be listed on each securities exchange or quoted on each quotation service, if any, on which the Registrable REIT Securities of the same class are then listed or quoted; (5) provide a transfer agent and registrar for all Registrable REIT Securities registered pursuant to the Shelf Registration Statement and a CUSIP number for all such Registrable REIT Securities; (6) promptly comply with all applicable rules and regulations of the SEC with respect to the Shelf Registration Statement; (7) promptly notify the Reorganization Limited Partners of the occurrence of any material criminal, civil or administrative proceedings against or involving the General Partner or the Partnership, (v) of the following events: (i) when the Shelf Registration Statement or any post-effective amendment thereto filed with the SEC has become effective; (ii) any request by the SEC for amendments or post-effective amendments to the Shelf Registration Statement or supplements to the related prospectus; (iii) the issuance by the SEC of any stop order suspending the effectiveness of the Shelf Registration Statement; (iv) the suspension by the General Partner of sales of Registrable REIT Securities pursuant to the Shelf Registration Statement in accordance with Section 8.8.C below; (v) the General Partner’s receipt of any notification of the suspension of the qualification of any Registrable REIT Securities covered by the Shelf Registration Statement for sale in any jurisdiction or the initiation or threat of any proceeding for that purpose; or (vi) subject to the General Partner’s rights under Section 8.8.CSEC, the existence of any eventCFTC, fact or circumstance that results in the Shelf Registration Statement or the related prospectus NFA or any document incorporated therein by reference containing an untrue statement of a material fact other federal or omitting to state a material fact required to be stated therein regulatory or necessary to make the statements therein not misleading; (8) promptly obtain the withdrawal self-regulatory body of any order suspending the effectiveness of the Shelf Registration Statement under the Securities Act, the registration or NFA membership of the General Partner as a "commodity pool operator," or the lifting registration of the Units under the Blue Sky or securities laws of any suspension state or other jurisdiction or any order or decree enjoining the offering or the use of the qualification then current Prospectus or any Promotional Material or of the institution, or notice of the intended institution, of any action or proceeding for that purpose, or (or exemption from qualificationvi) of any Registrable REIT Securities for sale threatened action of the type referred to in clauses (iii) through (v) of which the General Partner has been notified. In the event any jurisdiction;order of the type referred to in clause (v) is issued, the General Partner agrees to use best efforts to obtain a lifting or rescinding of such order at the earliest feasible date. (9b) file a sufficient The General Partner will deliver to the Selling Agent as many conformed copies of the Registration Statement as originally filed and each amendment thereto as the Selling Agent may reasonably request. (c) The General Partner will deliver to the Selling Agent as promptly as practicable from time to time during the period when the Prospectus is required to be delivered under the 1933 Act, such number of copies of the prospectus Prospectus (as amended or supplemented) and any supplements thereto and any post-effective amendments of the Promotional Material as the Selling Agent may reasonably request for the purposes contemplated by the 1933 Act or the SEC Regulations. (d) The General Partner will deliver to the Shelf Registration Statement Selling Agent: (i) copies of all "Blue Sky" and other state securities law clearances obtained by the Partnership and (ii) copies of all monthly and annual reports, and of any other communications, sent to the Limited Partners. (e) During the period when the Prospectus is required to be delivered pursuant to the 1933 Act, the General Partner and the Partnership will comply with any securities exchange or market on which all requirements imposed upon them by the Registrable REIT Securities are then listed 1933 Act, the SEC Regulations, the Commodity Act and the CFTC Regulations, as from time to time in force, so far as necessary to provide permit the Reorganization Limited Partners continuance of sales of the Units during such period in accordance with the benefits provisions hereof and as set forth in the Prospectus. (f) If any event shall occur as a result of which it is necessary, in the reasonable opinion of the prospectus delivery provisions General Partner or the Selling Agent, to amend or supplement the Prospectus in order (i) to make the Prospectus not materially misleading in the light of Rule 153 under the Securities Act; and circumstances existing at the time it is delivered to a subscriber, or (10ii) subject to conform with applicable CFTC or SEC Regulations, the General Partner shall promptly prepare and file such amendment(s) of or supplement(s) to the General Partner’s rights under Section 8.8.CProspective effecting the necessary changes, if any event, fact or circumstance requiring an amendment to the Shelf Registration Statement or a supplement to the related prospectus shall exist, immediately upon becoming aware thereof, notify the Reorganization Limited Partners and prepare and furnish to the Reorganization Limited Partners Selling Agent, at the expense of the General Partner, a post-effective amendment to reasonable number of copies of such amendment(s), or supplement(s). Upon receipt by the Shelf Registration Statement or a supplement to the prospectus Selling Agent of notice of any such event or any document incorporated therein by referencenotice pursuant to Section 5(a) above, the Selling Agent shall, at the request of the General Partner, immediately discontinue the offering of Units until the filing of the applicable amendment or file any other required document, so thatsupplement or lifting or rescinding of the applicable order, as thereafter delivered to the purchasers case may be. No such amendment or supplement shall be filed or used without the approval of the Registrable REIT SecuritiesSelling Agent, the prospectus will which shall not contain an untrue statement of a material fact be unreasonably withheld, delayed or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadingconditioned.

Covenants of the General Partner. The General Partner will use all reasonable efforts tocovenants, warrants and represents, during the full term of this Agreement, that: (1a) keep such Shelf It shall use its best efforts to maintain the effectiveness of the Registration Statement effective until and shall file, or cause to be filed, such amendments to the third anniversary of the date on which the Shelf Registration Statement first becomes effectiveas may be reasonably necessary for that purpose. (b) It shall advise the Managing Sales Agent whenever and as soon as: (i) the SEC or any state regulatory agency requests any amendment or supplement to the Registration Statement or the Prospectus; (2ii) prepare it receives or learns of any order issued by the SEC, any state regulatory agency or any other regulatory agency which suspends the effectiveness of the Registration Statement or prevents the use of the Prospectus or which otherwise prevents or suspends the Offering of the Units; or (iii) it receives notice of any proceedings involving any of the matters as set forth herein. (c) It shall use its best efforts to prevent the issuance of any order described herein in subsection (b) above and file with to obtain the SEC lifting of any such amendments order if issued. (d) It shall give the Managing Sales Agent written notice when the Registration Statement becomes effective and supplements shall deliver to the Shelf Managing Sales Agent one copy of the exhibits to the Registration Statement and such number of copies of the prospectus used Registration Statement, without exhibits, and the final Prospectus, and any supplements and amendments thereto, in the form in which filed with the SEC, as the Managing Sales Agent may reasonably request in connection therewith as may be necessary to comply with the provisions sale of the Units, which Prospectus shall in all respects conform to the applicable requirements of the Securities Act with respect to the disposition of all securities covered by the Shelf Registration Statement during the period specified in clause (1); (3) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as any Reorganization Limited Partner from time to time may reasonably request; (4) cause all Registrable REIT Securities registered as described herein to be listed on each securities exchange or quoted on each quotation service, if any, on which the Registrable REIT Securities of the same class are then listed or quoted; (5) provide a transfer agent and registrar for all Registrable REIT Securities registered pursuant to the Shelf Registration Statement and a CUSIP number for all such Registrable REIT Securities; (6) promptly comply with all applicable rules and regulations of the SEC with respect to the Shelf Registration Statement; (7) promptly notify the Reorganization Limited Partners of the occurrence of promulgated thereunder, and which Prospectus shall not contain any of the following events: (i) when the Shelf Registration Statement or any post-effective amendment thereto filed with the SEC has become effective; (ii) any request by the SEC for amendments or post-effective amendments to the Shelf Registration Statement or supplements to the related prospectus; (iii) the issuance by the SEC of any stop order suspending the effectiveness of the Shelf Registration Statement; (iv) the suspension by the General Partner of sales of Registrable REIT Securities pursuant to the Shelf Registration Statement in accordance with Section 8.8.C below; (v) the General Partner’s receipt of any notification of the suspension of the qualification of any Registrable REIT Securities covered by the Shelf Registration Statement for sale in any jurisdiction or the initiation or threat of any proceeding for that purpose; or (vi) subject to the General Partner’s rights under Section 8.8.C, the existence of any event, fact or circumstance that results in the Shelf Registration Statement or the related prospectus or any document incorporated therein by reference containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or omit any material statement necessary to make the statements therein therein, in light of the circumstances under which they are made, not misleading;. (8) e) It shall promptly obtain notify the withdrawal Managing Sales Agent of any order suspending post-effective amendments or supplements to the effectiveness of the Shelf Registration Statement or Prospectus, and shall furnish the lifting Managing Sales Agent with copies thereof. (f) It shall keep the Managing Sales Agent fully informed of any suspension material development to which the Partnership is a party or which concerns the business and condition of the Partnership. (g) It shall cause the Partnership to be operated in the manner described in the Registration Statement and shall abide by all applicable provisions of the Limited Partnership Agreement of the Partnership, as the same may be amended. (h) It shall use its best efforts to cause, at or prior to the time the Registration Statement becomes effective, the qualification of the Units (or exemption from qualification) for offering and sale under the securities laws of any Registrable REIT Securities for sale every state in any jurisdiction; (9) file a sufficient number of copies of the prospectus and any supplements thereto and any post-effective amendments to the Shelf Registration Statement with any securities exchange or market on which the Registrable REIT Securities are then listed so as to provide the Reorganization Limited Partners with the benefits of the prospectus delivery provisions of Rule 153 under the Securities Act; and (10) subject to the General Partner’s rights under Section 8.8.C, if any event, fact or circumstance requiring an amendment to the Shelf Registration Statement or a supplement to the related prospectus shall exist, immediately upon becoming aware thereof, notify the Reorganization Limited Partners and prepare and furnish to the Reorganization Limited Partners a post-effective amendment to the Shelf Registration Statement or a supplement to the prospectus or any document incorporated therein by reference, or file any other required document, so that, as thereafter delivered to the purchasers of the Registrable REIT Securities, the prospectus Units will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadingsold.

Covenants of the General Partner. The General Partner will use all reasonable efforts tocovenants, warrants and represents, during the full term of this Agreement, that: (1a) keep such Shelf It shall use its best efforts to maintain the effectiveness of the Registration Statement effective until and shall file, or cause to be filed, such amendments to the third anniversary of the date on which the Shelf Registration Statement first becomes effectiveas may be reasonably necessary for that purpose. (b) It shall advise the Managing Sales Agent whenever and as soon as: (i) the SEC or any state regulatory agency requests any amendment or supplement to the Registration Statement or the Prospectus; (2ii) prepare it receives or learns of any order issued by the SEC, any state regulatory agency or any other regulatory agency which suspends effectiveness of the Registration Statement or prevents the use of the Prospectus or which otherwise prevents or suspends the Offering of the Units; or (iii) it receives notice of any proceedings involving any of the matters as set forth herein. (c) It shall use its best efforts to prevent the issuance of any order described herein in subsection (b) above and file with to obtain the SEC lifting of any such amendments order if issued. (d) It shall give the Managing Sales Agent written notice when the Registration Statement becomes effective and supplements shall deliver to the Shelf Managing Sales Agent one copy of the exhibits to the Registration Statement and such number of copies of the prospectus used Registration Statement, without exhibits, and the final Prospectus, and any supplements and amendments thereto, in the form in which filed with the SEC, as the Managing Sales Agent may reasonably request in connection therewith as may be necessary to comply with the provisions sale of the Units, which Prospectus shall in all respects conform to the applicable requirements of the Securities Act with respect to the disposition of all securities covered by the Shelf Registration Statement during the period specified in clause (1); (3) furnish such number of prospectuses and other documents incident thereto, including any amendment of or supplement to the prospectus, as any Reorganization Limited Partner from time to time may reasonably request; (4) cause all Registrable REIT Securities registered as described herein to be listed on each securities exchange or quoted on each quotation service, if any, on which the Registrable REIT Securities of the same class are then listed or quoted; (5) provide a transfer agent and registrar for all Registrable REIT Securities registered pursuant to the Shelf Registration Statement and a CUSIP number for all such Registrable REIT Securities; (6) promptly comply with all applicable rules and regulations of the SEC with respect to the Shelf Registration Statement; (7) promptly notify the Reorganization Limited Partners of the occurrence of promulgated thereunder, and which Prospectus shall not contain any of the following events: (i) when the Shelf Registration Statement or any post-effective amendment thereto filed with the SEC has become effective; (ii) any request by the SEC for amendments or post-effective amendments to the Shelf Registration Statement or supplements to the related prospectus; (iii) the issuance by the SEC of any stop order suspending the effectiveness of the Shelf Registration Statement; (iv) the suspension by the General Partner of sales of Registrable REIT Securities pursuant to the Shelf Registration Statement in accordance with Section 8.8.C below; (v) the General Partner’s receipt of any notification of the suspension of the qualification of any Registrable REIT Securities covered by the Shelf Registration Statement for sale in any jurisdiction or the initiation or threat of any proceeding for that purpose; or (vi) subject to the General Partner’s rights under Section 8.8.C, the existence of any event, fact or circumstance that results in the Shelf Registration Statement or the related prospectus or any document incorporated therein by reference containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or omit any material statement necessary to make the statements therein therein, in light of the circumstances under which they are made, not misleading;. (8) e) It shall promptly obtain notify the withdrawal Managing Sales Agent of any order suspending post-effective amendments or supplements to the effectiveness of the Shelf Registration Statement or Prospectus, and shall furnish the lifting Managing Sales Agent with copies thereof. (f) It shall keep the Managing Sales Agent fully informed of any suspension material development to which the Partnership is a party or which concerns the business and condition of the Partnership. (g) It shall cause the Partnership to be operated in the manner described in the Registration Statement and shall abide by all applicable provisions of the Limited Partnership Agreement of the Partnership, as the same may be amended. (h) It shall use its best efforts to cause, at or prior to the time the Registration Statement becomes effective, the qualification of the Units (or exemption from qualification) for offering and sale under the securities laws of any Registrable REIT Securities for sale every state in any jurisdiction; (9) file a sufficient number of copies of the prospectus and any supplements thereto and any post-effective amendments to the Shelf Registration Statement with any securities exchange or market on which the Registrable REIT Securities are then listed so as to provide the Reorganization Limited Partners with the benefits of the prospectus delivery provisions of Rule 153 under the Securities Act; and (10) subject to the General Partner’s rights under Section 8.8.C, if any event, fact or circumstance requiring an amendment to the Shelf Registration Statement or a supplement to the related prospectus shall exist, immediately upon becoming aware thereof, notify the Reorganization Limited Partners and prepare and furnish to the Reorganization Limited Partners a post-effective amendment to the Shelf Registration Statement or a supplement to the prospectus or any document incorporated therein by reference, or file any other required document, so that, as thereafter delivered to the purchasers of the Registrable REIT Securities, the prospectus Units will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadingsold.