Common use of Covenants of the Operating Partnership and the Company Clause in Contracts

Covenants of the Operating Partnership and the Company. Each of the Operating Partnership and the Company covenant and agree with each of the Underwriters that: (a) The Operating Partnership will file the Prospectus or any Term Sheet that constitutes a part thereof, any Integrated Prospectus or the Prospectus Supplement, as the case may be, and any amendment or supplement thereto with the Commission in the manner and within the time period required by Rules 434 and 424(b) under the Act. During any time when a prospectus relating to the Securities is required to be delivered under the Act, the Operating Partnership (i) will comply with all requirements imposed upon it by the Act and the Exchange Act and the respective rules and regulations of the Commission thereunder to the extent necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and of the Prospectus and any Integrated Prospectus, as then amended or supplemented, and (ii) will not file with the Commission the Prospectus, Term Sheet, any Integrated Prospectus or any amendment or supplement thereto or any amendment to the Registration Statement of which the Representatives shall not previously have been advised and furnished with a copy for a reasonable period of time prior to the proposed filing and as to which filing the Representatives shall not have given their consent. The Operating Partnership will prepare and file with the Commission, in accordance with the rules and regulations of the Commission, promptly upon request by the Representatives or counsel for the Underwriters, any amendment to the Registration Statement or amendment or supplement to the Prospectus and any Integrated Prospectus that may be necessary or advisable in connection with the distribution of the Securities by the several Underwriters, and will use its best efforts to cause any such amendment to the Registration Statement to be declared effective by the Commission as promptly as possible. The Operating Partnership will advise the Representatives, promptly after receiving notice thereof, of the time when any amendment to the Registration Statement has been filed or declared effective or the Prospectus, any Integrated Prospectus or any amendment or supplement thereto has been filed and will provide evidence satisfactory to the Representatives of each such filing or effectiveness. (b) The Operating Partnership will advise the Representatives, promptly after receiving notice or obtaining knowledge thereof, of (i) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or any order directed at any document incorporated by reference in the Registration Statement, the Prospectus or any Integrated Prospectus or any amendment or supplement thereto or any order preventing or suspending the use of any Preliminary Prospectus, the Prospectus or any Integrated Prospectus or any amendment or supplement thereto, (ii) the suspension of the qualification of the Securities for offering or sale in any jurisdiction, (iii) the institution, threatening or contemplation of any proceeding for any such purpose or (iv) any request made by the Commission for amending the Registration Statement, for amending or supplementing any Preliminary Prospectus, the Prospectus or any Integrated Prospectus or for additional information. The Operating Partnership and the Company will use their best efforts to prevent the issuance of any such stop order and, if any such stop order is issued, to obtain the withdrawal thereof as promptly as possible. (c) If required by applicable law, the Operating Partnership will arrange for the qualification of the Securities and any Underlying Securities for offering and sale under the securities or blue sky laws of such jurisdictions as the Representatives may designate and will continue such qualifications in effect for as long as may be necessary to complete the distribution of the Securities and any Underlying Securities; provided, however, that in connection therewith the Operating Partnership shall not be required to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction. (d) If at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Prospectus or any Integrated Prospectus, as then amended or supplemented, would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if for any other reason it is necessary at any time to amend or supplement the Prospectus or any Integrated Prospectus to comply with the Act or Exchange Act or the respective rules or regulations of the Commission thereunder, the Operating Partnership will promptly notify the Representatives thereof and, subject to Section 4(a) of this Agreement, will prepare and file with the Commission, at the Operating Partnership’s expense, an amendment to the Registration Statement or an amendment or supplement to the Prospectus and any Integrated Prospectus that corrects such statement or omission or effects such compliance. (e) The Operating Partnership will, without charge, provide (i) to the Representatives and to counsel for the Underwriters, a conformed copy of the registration statement originally filed with respect to the Securities and any amendment thereto (in each case including exhibits thereto), (ii) to each other Underwriter, a conformed copy of such registration statement and any amendment thereto relating to the Securities (in each case without exhibits thereto) and (iii) so long as a prospectus relating to the Securities is required to be delivered under the Act, as many copies of each Preliminary Prospectus, the Prospectus or any Integrated Prospectus or any amendment or supplement thereto as the Representatives may reasonably request; without limiting the application of clause (iii) of this sentence, the Operating Partnership, not later than (A) 6:00 p.m., New York City time, on the date of determination of the public offering price, if such determination occurred at or prior to 10:00 AM, New York City time, on such date or (B) 12:00 Noon, New York City time, on the business day following the date of determination of the public offering price, if such determination occurred after 10:00 AM, New York City time, on such date, will deliver to the Representatives, without charge, as many copies of the Prospectus or any Integrated Prospectus and any amendment or supplement thereto as the Representatives may reasonably request for purposes of confirming orders that are expected to settle on the Closing Date. (f) The Operating Partnership, as soon as practicable, will make generally available to its securityholders and to the Representatives a consolidated earning statement of the Operating Partnership and its subsidiaries that satisfies the provisions of Section 11(a) of the Act and Rule 158 thereunder. (g) The Operating Partnership will apply the net proceeds from the sale of the Securities as set forth under “Use of Proceeds” in the Prospectus and any Integrated Prospectus. (h) The Operating Partnership will not, directly or indirectly, (i) take any action designed to cause or to result in, or that has constituted or which might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Operating Partnership to facilitate the sale or resale of the Securities or (ii) (A) sell, bid for, purchase, or pay anyone any compensation for soliciting purchases of the Securities or (B) pay or agree to pay to any person any compensation for soliciting another to purchase any other securities of the Operating Partnership. (i) If at any time during the 25-day period after the Registration Statement becomes effective, any rumor, publication or event relating to or affecting the Operating Partnership shall occur as a result of which in your opinion the market price of the Securities has been or is likely to be materially affected (regardless of whether such rumor, publication or event necessitates a supplement to or amendment of the Prospectus or any Integrated Prospectus), the Operating Partnership will, after written notice from you advising the Operating Partnership to the effect set forth above, forthwith prepare, consult with you concerning the substance of, and disseminate a press release or other public statement, reasonably satisfactory to you, responding to or commenting on such rumor, publication or event. (j) If required as set forth in Schedule 1 hereto, the Operating Partnership will cause the Securities and any Underlying Securities to be duly authorized for listing by the New York Stock Exchange. (k) The Company will continue to use its best efforts to meet the requirements to qualify as a REIT under the Code.

Covenants of the Operating Partnership and the Company. Each of the Operating Partnership and the Company covenant and agree with each of the Underwriters that: (a) The Operating Partnership will file the Prospectus or any Term Sheet that constitutes a part thereof, any Integrated Prospectus or the Prospectus Supplement, as the case may be, and any amendment or supplement thereto with the Commission in the manner and within the time period required by Rules 434 and 424(b) under the Act. During any time when a prospectus relating to the Securities is required to be delivered under the Act, the Operating Partnership (i) will comply with all requirements imposed upon it by the Act and the Exchange Act and the respective rules and regulations of the Commission thereunder to the extent necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and of the Prospectus and any Integrated Prospectus, as then amended or supplemented, and (ii) will not file with the Commission the Prospectus, Term Sheet, any Integrated Prospectus or any amendment or supplement thereto or any amendment to the Registration Statement of which the Representatives shall not previously have been advised and furnished with a copy for a reasonable period of time prior to the proposed filing and as to which filing the Representatives shall not have given their consent. The Operating Partnership will prepare and file with the Commission, in accordance with the rules and regulations of the Commission, promptly upon request by the Representatives or counsel for the Underwriters, any amendment to the Registration Statement or amendment or supplement to the Prospectus and any Integrated Prospectus that may be necessary or advisable in connection with the distribution of the Securities by the several Underwriters, and will use its best efforts to cause any such amendment to the Registration Statement to be declared effective by the Commission as promptly as possible. The Operating Partnership will advise the Representatives, promptly after receiving notice thereof, of the time when any amendment to the Registration Statement has been filed or declared effective or the Prospectus, any Integrated Prospectus or any amendment or supplement thereto has been filed and will provide evidence satisfactory to the Representatives of each such filing or effectiveness. (b) The Operating Partnership will advise the Representatives, promptly after receiving notice or obtaining knowledge thereof, of (i) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or any order directed at any document incorporated by reference in the Registration Statement, the Prospectus or any Integrated Prospectus or any amendment or supplement thereto or any order preventing or suspending the use of any Preliminary Prospectus, the Prospectus or any Integrated Prospectus or any amendment or supplement thereto, (ii) the suspension of the qualification of the Securities for offering or sale in any jurisdiction, (iii) the institution, threatening or contemplation of any proceeding for any such purpose or (iv) any request made by the Commission for amending the Registration Statement, for amending or supplementing any Preliminary Prospectus, the Prospectus or any Integrated Prospectus or for additional information. The Operating Partnership and the Company will use their best efforts to prevent the issuance of any such stop order and, if any such stop order is issued, to obtain the withdrawal thereof as promptly as possible. (c) If required by applicable law, the Operating Partnership will arrange for the qualification of the Securities and any Underlying Securities for offering and sale under the securities or blue sky laws of such jurisdictions as the Representatives may designate and will continue such qualifications in effect for as long as may be necessary to complete the distribution of the Securities and any Underlying Securities; provided, however, that in connection therewith the Operating Partnership shall not be required to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction. (d) If at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Prospectus or any Integrated Prospectus, as then amended or supplemented, would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if for any other reason it is necessary at any time to amend or supplement the Prospectus or any Integrated Prospectus to comply with the Act or Exchange Act or the respective rules or regulations of the Commission thereunder, the Operating Partnership will promptly notify the Representatives thereof and, subject to Section 4(a) of this Agreement, will prepare and file with the Commission, at the Operating Partnership’s 's expense, an amendment to the Registration Statement or an amendment or supplement to the Prospectus and any Integrated Prospectus that corrects such statement or omission or effects such compliance. (e) The Operating Partnership will, without charge, provide (i) to the Representatives and to counsel for the Underwriters, a conformed copy of the registration statement originally filed with respect to the Securities and any amendment thereto (in each case including exhibits thereto), (ii) to each other Underwriter, a conformed copy of such registration statement and any amendment thereto relating to the Securities (in each case without exhibits thereto) and (iii) so long as a prospectus relating to the Securities is required to be delivered under the Act, as many copies of each Preliminary Prospectus, the Prospectus or any Integrated Prospectus or any amendment or supplement thereto as the Representatives may reasonably request; without limiting the application of clause (iii) of this sentence, the Operating Partnership, not later than (A) 6:00 p.m., New York City time, on the date of determination of the public offering price, if such determination occurred at or prior to 10:00 AM, New York City time, on such date or (B) 12:00 Noon, New York City time, on the business day following the date of determination of the public offering price, if such determination occurred after 10:00 AM, New York City time, on such date, will deliver to the Representatives, without charge, as many copies of the Prospectus or any Integrated Prospectus and any amendment or supplement thereto as the Representatives may reasonably request for purposes of confirming orders that are expected to settle on the Closing Date. (f) The Operating Partnership, as soon as practicable, will make generally available to its securityholders and to the Representatives a consolidated earning statement of the Operating Partnership and its subsidiaries that satisfies the provisions of Section 11(a) of the Act and Rule 158 thereunder. (g) The Operating Partnership will apply the net proceeds from the sale of the Securities as set forth under “"Use of Proceeds” " in the Prospectus and any Integrated Prospectus. (h) The Operating Partnership will not, directly or indirectly, (i) take any action designed to cause or to result in, or that has constituted or which might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Operating Partnership to facilitate the sale or resale of the Securities or (ii) (A) sell, bid for, purchase, or pay anyone any compensation for soliciting purchases of the Securities or (B) pay or agree to pay to any person any compensation for soliciting another to purchase any other securities of the Operating Partnership. (i) If at any time during the 25-day period after the Registration Statement becomes effective, any rumor, publication or event relating to or affecting the Operating Partnership shall occur as a result of which in your opinion the market price of the Securities has been or is likely to be materially affected (regardless of whether such rumor, publication or event necessitates a supplement to or amendment of the Prospectus or any Integrated Prospectus), the Operating Partnership will, after written notice from you advising the Operating Partnership to the effect set forth above, forthwith prepare, consult with you concerning the substance of, and disseminate a press release or other public statement, reasonably satisfactory to you, responding to or commenting on such rumor, publication or event. (j) If required as set forth in Schedule 1 hereto, the Operating Partnership will cause the Securities and any Underlying Securities to be duly authorized for listing by the New York Stock Exchange. (k) The Company will continue to use its best efforts to meet the requirements to qualify as a REIT under the Code.

Covenants of the Operating Partnership and the Company. Each of the Operating Partnership and the Company, jointly and severally, covenants with the Purchaser as follows: (a) Each of the Operating Partnership and the Company covenant and agree with each agrees that the proceeds received by the Operating Partnership from the sale of the Underwriters that: Preferred Units shall be used solely (ai) The Operating Partnership will file to acquire the Prospectus or any Term Sheet that constitutes a part thereof, any Integrated Prospectus or portfolio (the Prospectus Supplement, as the case may be, and any amendment or supplement thereto with the Commission “Columbia Portfolio”) identified in the manner purchase and within sale agreement, dated as of August 30, 2013 (the time period required by Rules 434 “Columbia Portfolio Purchase Agreement”), between GCC and 424(b) under the Act. During sellers identified therein and/or repay and discharge any time when a prospectus existing loans relating to the Securities is required to be delivered under Columbia Portfolio, including the Actcosts and expenses related thereto, the Operating Partnership (i) will comply with all requirements imposed upon it by the Act and the Exchange Act and the respective rules and regulations of the Commission thereunder to the extent necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and of the Prospectus and any Integrated Prospectus, as then amended or supplemented, and (ii) will not file to pay all past-due Basic Carrying Costs, if any, with the Commission the Prospectus, Term Sheet, any Integrated Prospectus or any amendment or supplement thereto or any amendment respect to the Registration Statement of which Columbia Portfolio and (iii) for the Representatives shall not previously have been advised and furnished with a copy for a reasonable period of time prior to the proposed filing and as to which filing the Representatives shall not have given their consent. The Operating Partnership will prepare and file with the Commission, in accordance with the rules and regulations payment of the Commission, promptly upon request by the Representatives costs and expenses incurred or counsel for the Underwriters, any amendment to the Registration Statement or amendment or supplement to the Prospectus and any Integrated Prospectus that may be necessary or advisable incurred in connection with its entry into this Agreement and the distribution of the Securities by the several UnderwritersTransaction Documents, and will use its best efforts to cause any such amendment to the Registration Statement to be declared effective by transactions contemplated hereby and thereby (collectively, the Commission as promptly as possible. The Operating Partnership will advise the Representatives, promptly after receiving notice thereof, of the time when any amendment to the Registration Statement has been filed or declared effective or the Prospectus, any Integrated Prospectus or any amendment or supplement thereto has been filed and will provide evidence satisfactory to the Representatives of each such filing or effectiveness“Approved Uses”). (b) The Operating Partnership will advise From the Representativesdate of this Agreement until the Closing Time, promptly after receiving notice or obtaining knowledge thereof, of (i) the issuance except as contemplated by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or any order directed at any document incorporated by reference in the Registration Statementthis Agreement, the Prospectus or any Integrated Prospectus or any amendment or supplement thereto or any order preventing or suspending the use of any Preliminary Prospectus, the Prospectus or any Integrated Prospectus or any amendment or supplement thereto, (ii) the suspension of the qualification of the Securities for offering or sale in any jurisdiction, (iii) the institution, threatening or contemplation of any proceeding for any such purpose or (iv) any request made by the Commission for amending the Registration Statement, for amending or supplementing any Preliminary Prospectus, the Prospectus or any Integrated Prospectus or for additional information. The Operating Partnership and the Company will shall, and shall cause each of the Subsidiaries to, (x) conduct its operations only in the ordinary course of business consistent with past practice and (y) use their best its reasonable commercial efforts to prevent the issuance of any such stop order and, if any such stop order is issuedconduct its operations in compliance with applicable laws and to maintain and preserve intact its business organization, to obtain retain the withdrawal thereof as promptly as possibleservices of its current officers and key employees, to preserve its assets and properties in good repair and condition, and to preserve the good will of its customers, suppliers and other persons with whom it has business relationships. (c) If required Without limiting the generality of Section 5(b), and except as otherwise contemplated by applicable lawthis Agreement, the Operating Partnership will arrange for and the qualification Company shall not, and shall not permit any of the Securities and Subsidiaries to, take any Underlying Securities for offering and sale under action that would constitute a breach of any Protective Provision (as such term is defined in the securities or blue sky laws Amendment) from the date of such jurisdictions as this Agreement until the Representatives may designate and will continue such qualifications in effect for as long as may be necessary to complete Closing Time, without the distribution prior written consent of the Securities and any Underlying Securities; providedPurchaser, however, that in connection therewith the Operating Partnership shall such consent not to be required to qualify as a foreign corporation unreasonably withheld or to execute a general consent to service of process in any jurisdictiondelayed. (d) If at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result Each of which the Prospectus or any Integrated Prospectus, as then amended or supplemented, would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if for any other reason it is necessary at any time to amend or supplement the Prospectus or any Integrated Prospectus to comply with the Act or Exchange Act or the respective rules or regulations of the Commission thereunder, the Operating Partnership and the Company agrees that, upon their execution and delivery on the Closing Date, it will promptly notify comply with each of the Representatives thereof and, subject Transaction Documents to Section 4(a) of this Agreement, will prepare and file with the Commission, at the Operating Partnership’s expense, an amendment to the Registration Statement or an amendment or supplement to the Prospectus and any Integrated Prospectus that corrects such statement or omission or effects such compliancewhich it is a party. (e) The Operating Partnership willCompany agrees to reserve and keep available at all times, without chargefree of preemptive rights, provide (i) to the Representatives and to counsel shares of Preferred Stock for the Underwriters, a conformed copy purpose of enabling the Company to satisfy any obligation to issue Series A Preferred Shares upon exchange of the registration statement originally filed with respect to the Securities and any amendment thereto (in each case including exhibits thereto), (ii) to each other Underwriter, a conformed copy of such registration statement and any amendment thereto relating to the Securities (in each case without exhibits thereto) and (iii) so long as a prospectus relating to the Securities is required to be delivered under the Act, as many copies of each Preliminary Prospectus, the Prospectus or any Integrated Prospectus or any amendment or supplement thereto as the Representatives may reasonably request; without limiting the application of clause (iii) of this sentence, the Operating Partnership, not later than (A) 6:00 p.m., New York City time, on the date of determination of the public offering price, if such determination occurred at or prior to 10:00 AM, New York City time, on such date or (B) 12:00 Noon, New York City time, on the business day following the date of determination of the public offering price, if such determination occurred after 10:00 AM, New York City time, on such date, will deliver to the Representatives, without charge, as many copies of the Prospectus or any Integrated Prospectus and any amendment or supplement thereto as the Representatives may reasonably request for purposes of confirming orders that are expected to settle on the Closing DatePreferred Units. (f) The Operating Partnership, as soon as practicable, will make generally available to its securityholders and to the Representatives a consolidated earning statement Each of the Operating Partnership and its subsidiaries the Company agrees that satisfies in the provisions event that, following the occurrence of Section 11(a) an Optional Repurchase Event (as such term is defined in the Amendment), the Purchaser elects to exchange Preferred Units for Series A Preferred Shares in accordance with the terms of the Act Amendment and, in connection therewith, causes the Escrow Agent to file the Articles Supplementary with the SDAT, the Articles Supplementary shall be filed with the SDAT in accordance with the terms of the Escrow Agreement and Rule 158 thereundershall be in full force and effect upon such filing and shall comply with all applicable Legal Requirements. (g) The Operating Partnership will apply and the net proceeds from Company shall do, or cause to be done with respect to themselves and the sale Subsidiaries, all things necessary to (i) preserve, renew and keep in full force and effect the rights, licenses, permits and franchises necessary for the conduct of the Securities business of each Property and comply in all respects with all applicable Legal Requirements applicable to each Property and (ii) comply, and cause the Subsidiaries to comply, in all material respects with all of the provisions of all of their respective organizational documents, and the laws of the state in which each such entity was formed. The Operating Partnership and the Company shall at all times, and shall cause the Subsidiaries to, maintain, preserve and protect all applicable franchises and trade names and preserve all the remainder of their respective property necessary for the continued conduct of their respective businesses, as set forth under “Use of Proceeds” in the Prospectus and any Integrated Prospectusapplicable. (h) The Operating Partnership will notand the Company are and shall always be, directly or indirectlyand shall cause the Subsidiaries to be, (i) take any action designed to cause or to result in, or that has constituted or which might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Operating Partnership to facilitate the sale or resale of the Securities or (ii) (A) sell, bid for, purchase, or pay anyone any compensation for soliciting purchases of the Securities or (B) pay or agree to pay to any person any compensation for soliciting another to purchase any other securities of the Operating Partnershipin material compliance with all OFAC Laws and Regulations. (i) If at any time during The Operating Partnership and the 25-day period after Company have taken and shall continue to take all steps and implement all policies which are necessary to ensure that the Registration Statement becomes effectiveOperating Partnership, any rumorthe Company and the Subsidiaries are in compliance with all material Legal Requirements applicable to each entity’s business, publication or event including, without limitation, those Legal Requirements relating to or affecting the Operating Partnership shall occur as a result of which in your opinion the market price of the Securities has been or is likely to be materially affected (regardless of whether such rumor, publication or event necessitates a supplement to or amendment of the Prospectus or any Integrated Prospectus), the Operating Partnership will, after written notice from you advising the Operating Partnership to the effect set forth above, forthwith prepare, consult with you concerning the substance of, anti-money laundering and disseminate a press release or other public statement, reasonably satisfactory to you, responding to or commenting on such rumor, publication or eventanti-terrorism. (j) If required as set forth in Schedule 1 hereto, the The Operating Partnership will and the Company shall cause all existing and future Property Management Agreements with the Securities and any Underlying Securities Property Manager to be duly authorized for listing by subordinate to the New York Stock Exchangerights of the holders of the Series A Preferred Shares and Preferred Units and to be terminable in accordance with the Transaction Documents. (k) The Company will continue to use its best efforts to meet the requirements to qualify as a REIT under the Code.

Covenants of the Operating Partnership and the Company. Each of the Operating Partnership and the Company covenant and agree with each of the Underwriters that: (a) The Operating Partnership will file the Prospectus or any Term Sheet that constitutes a part thereof, any Integrated Prospectus or the Prospectus Supplement, as the case may be, and any amendment or supplement thereto with the Commission in the manner and within the time period required by Rules 434 and 424(b) under the Act. During any time when a prospectus relating to the Securities is required to be delivered under the Act, the Operating Partnership (i) will comply with all requirements imposed upon it by the Act and the Exchange Act and the respective rules and regulations of the Commission thereunder to the extent necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and of the Prospectus and any Integrated Prospectus, as then amended or supplemented, and (ii) will not file with the Commission the Prospectus, Term Sheet, any Integrated Prospectus or any amendment or supplement thereto or any amendment to the Registration Statement of which the Representatives shall not previously have been advised and furnished with a copy for a reasonable period of time prior to the proposed filing and as to which filing the Representatives shall not have given their consent. The Operating Partnership will prepare and file with the Commission, in accordance with the rules and regulations of the Commission, promptly upon request by the Representatives or counsel for the Underwriters, any amendment to the Registration Statement or amendment or supplement to the Prospectus and any Integrated Prospectus that may be necessary or advisable in connection with the distribution of the Securities by the several Underwriters, and will use its best efforts to cause any such amendment to the Registration Statement to be declared effective by the Commission as promptly as possible. The Operating Partnership will advise the Representatives, promptly after receiving notice thereof, of the time when any amendment to the Registration Statement has been filed or declared effective or the Prospectus, any Integrated Prospectus or any amendment or supplement thereto has been filed and will provide evidence satisfactory to the Representatives of each such filing or effectiveness. (b) The Operating Partnership will advise the Representatives, promptly after receiving notice or obtaining knowledge thereof, of (i) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or any order directed at any document incorporated by reference in the Registration Statement, the Prospectus or any Integrated Prospectus or any amendment or supplement thereto or any order preventing or suspending the use of any Preliminary Prospectus, the Prospectus or any Integrated Prospectus or any amendment or supplement thereto, (ii) the suspension of the qualification of the Securities for offering or sale in any jurisdiction, (iii) the institution, threatening or contemplation of any proceeding for any such purpose or (iv) any request made by the Commission for amending the Registration Statement, for amending or supplementing any Preliminary Prospectus, the Prospectus or any Integrated Prospectus or for additional information. The Operating Partnership and the Company will use their best efforts to prevent the issuance of any such stop order and, if any such stop order is issued, to obtain the withdrawal thereof as promptly as possible. (c) If required by applicable law, the Operating Partnership will arrange for the qualification of the Securities and any Underlying Securities for offering and sale under the securities or blue sky laws of such jurisdictions as the Representatives may designate and will continue such qualifications in effect for as long as may be necessary to complete the distribution of the Securities and any Underlying Securities; providedPROVIDED, howeverHOWEVER, that in connection therewith the Operating Partnership shall not be required to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction. (d) If at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Prospectus or any Integrated Prospectus, as then amended or supplemented, would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if for any other reason it is necessary at any time to amend or supplement the Prospectus or any Integrated Prospectus to comply with the Act or Exchange Act or the respective rules or regulations of the Commission thereunder, the Operating Partnership will promptly notify the Representatives thereof and, subject to Section 4(a) of this Agreement, will prepare and file with the Commission, at the Operating Partnership’s 's expense, an amendment to the Registration Statement or an amendment or supplement to the Prospectus and any Integrated Prospectus that corrects such statement or omission or effects such compliance. (e) The Operating Partnership will, without charge, provide (i) to the Representatives and to counsel for the Underwriters, a conformed copy of the registration statement originally filed with respect to the Securities and any amendment thereto (in each case including exhibits thereto), (ii) to each other Underwriter, a conformed copy of such registration statement and any amendment thereto relating to the Securities (in each case without exhibits thereto) and (iii) so long as a prospectus relating to the Securities is required to be delivered under the Act, as many copies of each Preliminary Prospectus, the Prospectus or any Integrated Prospectus or any amendment or supplement thereto as the Representatives may reasonably request; without limiting the application of clause (iii) of this sentence, the Operating Partnership, not later than (A) 6:00 p.m., New York City city time, on the date of determination of the public offering price, if such determination occurred at or prior to 10:00 AM, New York City time, on such date or (B) 12:00 Noon, New York City time, on the business day following the date of determination of the public offering price, if such determination occurred after 10:00 AM, New York City city time, on such date, will deliver to the Representatives, without charge, as many copies of the Prospectus or any Integrated Prospectus and any amendment or supplement thereto as the Representatives may reasonably request for purposes of confirming orders that are expected to settle on the Closing Date. (f) The Operating Partnership, as soon as practicable, will make generally available to its securityholders and to the Representatives a consolidated earning statement of the Operating Partnership and its subsidiaries that satisfies the provisions of Section 11(a) of the Act and Rule 158 thereunder. (g) The Operating Partnership will apply the net proceeds from the sale of the Securities as set forth under “"Use of Proceeds” " in the Prospectus and any Integrated Prospectus. (h) The Operating Partnership will not, directly or indirectly, (i) take any action designed to cause or to result in, or that has constituted or which might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Operating Partnership to facilitate the sale or resale of the Securities or (ii) (A) sell, bid for, purchase, or pay anyone any compensation for soliciting purchases of the Securities or (B) pay or agree to pay to any person any compensation for soliciting another to purchase any other securities of the Operating Partnership. (i) If at any time during the 25-day period after the Registration Statement becomes effective, any rumor, publication or event relating to or affecting the Operating Partnership shall occur as a result of which in your opinion the market price of the Securities has been or is likely to be materially affected (regardless of whether such rumor, publication or event necessitates a supplement to or amendment of the Prospectus or any Integrated Prospectus), the Operating Partnership will, after written notice from you advising the Operating Partnership to the effect set forth above, forthwith prepare, consult with you concerning the substance of, and disseminate a press release or other public statement, reasonably satisfactory to you, responding to or commenting on such rumor, publication or event. (j) If required as set forth in Schedule 1 hereto, the Operating Partnership will cause the Securities and any Underlying Securities to be duly authorized for listing by the New York Stock Exchange. (k) The Company will continue to use its best efforts to meet the requirements to qualify as a REIT under the Code.

Covenants of the Operating Partnership and the Company. Each of the Operating Partnership and the Company covenant and agree with each of the Underwriters that: (a) The Operating Partnership will file any Issuer Free Writing Prospectus to the extent required by Rule 433 of the Securities Act, the Prospectus or any Term Sheet that constitutes a part thereof, any Integrated Prospectus or the Prospectus Supplement, as the case may be, and any amendment or supplement thereto with the Commission in the manner and within the time period required by Rules 434 and 424(b) under the Act. During any time when a prospectus relating to the Securities is required to be delivered under the Act, (including in circumstances where such requirement may be satisfied pursuant to Rule 172), the Operating Partnership (i) will comply with all requirements imposed upon it by the Act and the Exchange Act and the respective rules and regulations of the Commission thereunder to the extent necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and of any Issuer Free Writing Prospectus, the Prospectus and any Integrated Prospectus, as then amended or supplemented, and (ii) will not file with the Commission the Prospectus, any Issuer Free Writing Prospectus, Term Sheet, any Integrated Prospectus or any amendment or supplement thereto or any amendment to the Registration Statement of which the Representatives shall not previously have been advised and furnished with a copy for a reasonable period of time prior to the proposed filing and as to which filing the Representatives shall not have given their consent. The Operating Partnership will prepare and file with the Commission, in accordance with the rules and regulations of the Commission, promptly upon request by the Representatives or counsel for the Underwriters, any amendment to the Registration Statement or amendment or supplement to the Prospectus Prospectus, any Issuer Free Writing Prospectus, and any Integrated Prospectus that may be necessary or advisable in connection with the distribution of the Securities by the several Underwriters, and will use its best efforts to cause any such amendment to the Registration Statement to be declared effective by the Commission as promptly as possible. The Operating Partnership will advise the Representatives, promptly after receiving notice thereof, of the time when any amendment to the Registration Statement has been filed or declared effective or the Prospectus, any Issuer Free Writing Prospectus, any Integrated Prospectus or any amendment or supplement thereto has been filed and will provide evidence satisfactory to the Representatives of each such filing or effectiveness. (b) Before preparing, using, authorizing, approving, referring to or filing any Issuer Free Writing Prospectus, the Operating Partnership will furnish to the Representative and counsel for the Underwriters a copy of the proposed Issuer Free Writing Prospectus and will not prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus to which the Representative reasonably objects. (c) The Operating Partnership will advise the Representatives, promptly after receiving notice or obtaining knowledge thereof, of (i) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-post effective amendment thereto or any order directed at any document incorporated by reference in the Registration Statement, the Prospectus or any Integrated Prospectus or any amendment or supplement thereto or any order preventing or suspending the use of any Preliminary Prospectus, the Prospectus or any Integrated Prospectus or any amendment or supplement thereto, (ii) the suspension of the qualification of the Securities for offering or sale in any jurisdiction, (iii) the institution, threatening or contemplation of any proceeding for any such purpose or (iv) any request made by the Commission for amending the Registration Statement, for amending or supplementing any Preliminary Prospectus, the Prospectus or any Integrated Prospectus or for additional information. The Operating Partnership and the Company will use their best efforts to prevent the issuance of any such stop order and, if any such stop order is issued, to obtain the withdrawal thereof as promptly as possible. (cd) If required by applicable law, the Operating Partnership will arrange for the qualification of the Securities and any Underlying Securities for offering and sale under the securities or blue sky laws of such jurisdictions as the Representatives may designate and will continue such qualifications in effect for as long as may be necessary to complete the distribution of the Securities and any Underlying Securities; provided, however, that in connection therewith the Operating Partnership shall not be required to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction. (d1) If at any time when a prospectus relating to the Securities is required to be delivered under the ActAct (including in circumstances where such requirement may be satisfied pursuant to Rule 172), any event occurs as a result of which the Prospectus or any Integrated Prospectus, as then amended or supplemented, would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if for any other reason it is necessary at any time to amend or supplement the Prospectus or any Integrated Prospectus to comply with the Act or Exchange Act or the respective rules or regulations of the Commission thereunder, the Operating Partnership will promptly notify the Representatives thereof and, subject to Section 4(a) of this Agreement, will prepare and file with the Commission, at the Operating Partnership’s expense, an amendment to the Registration Statement or an amendment or supplement to the Prospectus and any Integrated Prospectus that corrects such statement or omission or effects such compliancecompliance and (2) if at any time prior to the Closing Date (i) any event shall occur or condition shall exist as a result of which the Time of Sale Information as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances, not misleading or (ii) it is necessary to amend or supplement the Time of Sale Information to comply with law, the Operating Partnership will immediately notify the Underwriters thereof and forthwith prepare and, subject to Section 4(a) of this Agreement, file with the Commission (to the extent required) and furnish to the Underwriters and to such dealers as the Representative may designate, such amendments or supplements to the Time of Sale Information as may be necessary so that the statements in the Time of Sale Information as so amended or supplemented will not, in the light of the circumstances, be misleading or so that the Time of Sale Information will comply with law. (ef) The Operating Partnership will, without charge, provide (i) to the Representatives and to counsel for the Underwriters, a conformed copy of the registration statement originally filed with respect to the Securities and any amendment thereto (in each case including exhibits thereto), (ii) to each other Underwriter, a conformed copy of such registration statement and any amendment thereto relating to the Securities (in each case without exhibits thereto) and (iii) so long as a prospectus relating to the Securities is required to be delivered under the Act, (including in circumstances where such requirement may be satisfied pursuant to Rule 172), as many copies of each Preliminary Prospectus, the Prospectus, each Issuer Free Writing Prospectus or any Integrated Prospectus or any amendment or supplement thereto as the Representatives may reasonably request; without limiting the application of clause (iii) of this sentence, the Operating Partnership, not later than (A) 6:00 p.m., New York City time, on the date of determination of the public offering price, if such determination occurred at or prior to 10:00 AM, New York City time, on such date or (B) 12:00 Noon, New York City time, on the business day following the date of determination of the public offering price, if such determination occurred after 10:00 AM, New York City time, on such date, will deliver to the Representatives, without charge, as many copies of the Prospectus or any Integrated Prospectus and any amendment or supplement thereto as the Representatives may reasonably request for purposes of confirming orders that are expected to settle on the Closing Date. (fg) The Operating Partnership, as soon as practicable, will make generally available to its securityholders and to the Representatives a consolidated earning statement of the Operating Partnership and its subsidiaries that satisfies the provisions of Section 11(a) of the Act and Rule 158 thereunder. (gh) The Operating Partnership will apply the net proceeds from the sale of the Securities as set forth under “Use of Proceeds” in the Prospectus Registration Statement, the Prospectus, the Time of Sale Information and any Integrated Prospectus. (hi) The Company will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the Securities Act. (j) The Operating Partnership will not, directly or indirectly, (i) take any action designed to cause or to result in, or that has constituted or which might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Operating Partnership to facilitate the sale or resale of the Securities or (ii) (A) sell, bid for, purchase, or pay anyone any compensation for soliciting purchases of the Securities or (B) pay or agree to pay to any person any compensation for soliciting another to purchase any other securities of the Operating Partnership. (ik) If at any time during the 25-day period after the Registration Statement becomes effective, any rumor, publication or event relating to or affecting the Operating Partnership shall occur as a result of which in your opinion the market price of the Securities has been or is likely to be materially affected (regardless of whether such rumor, publication or event necessitates a supplement to or amendment of the Prospectus or any Integrated Prospectus), the Operating Partnership will, after written notice from you advising the Operating Partnership to the effect set forth above, forthwith prepare, consult with you concerning the substance of, and disseminate a press release or other public statement, reasonably satisfactory to you, responding to or commenting on such rumor, publication or event. (jl) If required as set forth in Schedule 1 hereto, the Operating Partnership will cause the Securities and any Underlying Securities to be duly authorized for listing by the New York Stock Exchange. (km) The Company will continue to use its best efforts to meet the requirements to qualify as a REIT under the Code.

Covenants of the Operating Partnership and the Company. Each of the Operating Partnership and the Company covenant and agree with each of the Underwriters Underwriter that: (a) The Operating Partnership will file the Prospectus or any Term Sheet that constitutes a part thereof, any Integrated Prospectus or the Prospectus Supplement, as the case may be, and any amendment or supplement thereto with the Commission in the manner and within the time period required by Rules 434 and 424(b) under the Act. During any time when a prospectus relating to the Securities is required to be delivered under the Act, the Operating Partnership (i) will comply with all requirements imposed upon it by the Act and the Exchange Act and the respective rules and regulations of the Commission thereunder to the extent necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and of the Prospectus and any Integrated Prospectus, as then amended or supplemented, and (ii) will not file with the Commission the Prospectus, Term Sheet, any Integrated Prospectus or any amendment or supplement thereto or any amendment to the Registration Statement of which the Representatives Underwriter shall not previously have been advised and furnished with a copy for a reasonable period of time prior to the proposed filing and as to which filing the Representatives Underwriter shall not have given their its consent. The Operating Partnership will prepare and file with the Commission, in accordance with the rules and regulations of the Commission, promptly upon request by the Representatives Underwriter or counsel for the UnderwritersUnderwriter, any amendment to the Registration Statement or amendment or supplement to the Prospectus and any Integrated Prospectus that may be necessary or advisable in connection with the distribution of the Securities by the several UnderwritersUnderwriter, and will use its best efforts to cause any such amendment to the Registration Statement to be declared effective by the Commission as promptly as possible. The Operating Partnership will advise the RepresentativesUnderwriter, promptly after receiving notice thereof, of the time when any amendment to the Registration Statement has been filed or declared effective or the Prospectus, any Integrated Prospectus or any amendment or supplement thereto has been filed and will provide evidence satisfactory to the Representatives Underwriter of each such filing or effectiveness. (b) The Operating Partnership will advise the RepresentativesUnderwriter, promptly after receiving notice or obtaining knowledge thereof, of (i) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or any order directed at any document incorporated by reference in the Registration Statement, the Prospectus or any Integrated Prospectus or any amendment or supplement thereto or any order preventing or suspending the use of any Preliminary Prospectus, the Prospectus or any Integrated Prospectus or any amendment or supplement thereto, (ii) the suspension of the qualification of the Securities for offering or sale in any jurisdiction, (iii) the institution, threatening or contemplation of any proceeding for any such purpose or (iv) any request made by the Commission for amending the Registration Statement, for amending or supplementing any Preliminary Prospectus, the Prospectus or any Integrated Prospectus or for additional information. The Operating Partnership and the Company will use their best efforts to prevent the issuance of any such stop order and, if any such stop order is issued, to obtain the withdrawal thereof as promptly as possible. (c) If required by applicable law, the Operating Partnership will arrange for the qualification of the Securities and any Underlying Securities for offering and sale under the securities or blue sky laws of such jurisdictions as the Representatives Underwriter may designate and will continue such qualifications in effect for as long as may be necessary to complete the distribution of the Securities and any Underlying Securities; providedPROVIDED, howeverHOWEVER, that in connection therewith the Operating Partnership shall not be required to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction. (d) If at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Prospectus or any Integrated Prospectus, as then amended or supplemented, would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if for any other reason it is necessary at any time to amend or supplement the Prospectus or any Integrated Prospectus to comply with the Act or Exchange Act or the respective rules or regulations of the Commission thereunder, the Operating Partnership will promptly notify the Representatives Underwriter thereof and, subject to Section 4(a4((a)) of this Agreement, will prepare and file with the Commission, at the Operating Partnership’s 's expense, an amendment to the Registration Statement or an amendment or supplement to the Prospectus and any Integrated Prospectus that corrects such statement or omission or effects such compliance. (e) The Operating Partnership will, without charge, provide (i) to the Representatives Underwriter and to counsel for the UnderwritersUnderwriter, a conformed copy of the registration statement originally filed with respect to the Securities and any amendment thereto (in each case including exhibits thereto), and (ii) to each other Underwriter, a conformed copy of such registration statement and any amendment thereto relating to the Securities (in each case without exhibits thereto) and (iii) so long as a prospectus relating to the Securities is required to be delivered under the Act, as many copies of each Preliminary Prospectus, the Prospectus or any Integrated Prospectus or any amendment or supplement thereto as the Representatives Underwriter may reasonably request; without limiting the application of clause (iiiii) of this sentence, the Operating Partnership, not later than (A) 6:00 p.m., New York City city time, on the date of determination of the public offering price, if such determination occurred at or prior to 10:00 AM, New York City time, on such date or (B) 12:00 Noon, New York City time, on the business day following the date of determination of the public offering price, if such determination occurred after 10:00 AM, New York City city time, on such date, will deliver to the RepresentativesUnderwriter, without charge, as many copies of the Prospectus or any Integrated Prospectus and any amendment or supplement thereto as the Representatives Underwriter may reasonably request for purposes of confirming orders that are expected to settle on the Closing Date. (f) The Operating Partnership, as soon as practicable, will make generally available to its securityholders and to the Representatives Underwriter a consolidated earning statement of the Operating Partnership and its subsidiaries that satisfies the provisions of Section 11(a) of the Act and Rule 158 thereunder. (g) The Operating Partnership will apply the net proceeds from the sale of the Securities as set forth under “"Use of Proceeds” " in the Prospectus and any Integrated Prospectus. (h) [Intentionally omitted]. (i) [Intentionally omitted]. (j) The Operating Partnership will not, directly or indirectly, (i) take any action designed to cause or to result in, or that has constituted or which might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Operating Partnership to facilitate the sale or resale of the Securities or (ii) (A) sell, bid for, purchase, or pay anyone any compensation for soliciting purchases of the Securities or (B) pay or agree to pay to any person any compensation for soliciting another to purchase any other securities of the Operating Partnership. (ik) If at any time during the 25-day period after the Registration Statement becomes effective, any rumor, publication or event relating to or affecting the Operating Partnership shall occur as a result of which in your opinion the market price of the Securities has been or is likely to be materially affected (regardless of whether such rumor, publication or event necessitates a supplement to or amendment of the Prospectus or any Integrated Prospectus), the Operating Partnership will, after written notice from you advising the Operating Partnership to the effect set forth above, forthwith prepare, consult with you concerning the substance of, and disseminate a press release or other public statement, reasonably satisfactory to you, responding to or commenting on such rumor, publication or event. (jl) If required as set forth in Schedule 1 hereto, the Operating Partnership will cause the Securities and any Underlying Securities to be duly authorized for listing by the New York Stock Exchange[Intentionally omitted]. (km) The Company will continue to use its best efforts to meet the requirements to qualify as a REIT under the Code.

Covenants of the Operating Partnership and the Company. Each of the Operating Partnership and the Company covenant and agree with each of the Underwriters that: (a) The Operating Partnership will file the Prospectus or any Term Sheet that constitutes a part thereof, any Integrated Prospectus or the Prospectus Supplement, as the case may be, and any amendment or supplement thereto with the Commission in the manner and within the time period required by Rules 434 and 424(b) under the Act. During any time when a prospectus relating to the Securities is required to be delivered under the Act, the Operating Partnership (i) will comply with all requirements imposed upon it by the Act and the Exchange Act and the respective rules and regulations of the Commission thereunder to the extent necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and of the Prospectus and any Integrated Prospectus, as then amended or supplemented, and (ii) will not file with the Commission the Prospectus, Term Sheet, any Integrated Prospectus or any amendment or supplement thereto or any amendment to the Registration Statement of which the Representatives shall not previously have been advised and furnished with a copy for a reasonable period of time prior to the proposed filing and as to which filing the Representatives shall not have given their consent. The Operating Partnership will prepare and file with the Commission, in accordance with the rules and regulations of the Commission, promptly upon request by the Representatives or counsel for the Underwriters, any amendment to the Registration Statement or amendment or supplement to the Prospectus and any Integrated Prospectus that may be necessary or advisable in connection with the distribution of the Securities by the several Underwriters, and will use its best efforts to cause any such amendment to the Registration Statement to be declared effective by the Commission as promptly as possible. The Operating Partnership will advise the Representatives, promptly after receiving notice thereof, of the time when any amendment to the Registration Statement has been filed or declared effective or the Prospectus, any Integrated Prospectus or any amendment or supplement thereto has been filed and will provide evidence satisfactory to the Representatives of each such filing or effectiveness. (b) The Operating Partnership will advise the Representatives, promptly after receiving notice or obtaining knowledge thereof, of (i) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-post effective amendment thereto or any order directed at any document incorporated by reference in the Registration Statement, the Prospectus or any Integrated Prospectus or any amendment or supplement thereto or any order preventing or suspending the use of any Preliminary Prospectus, the Prospectus or any Integrated Prospectus or any amendment or supplement thereto, (ii) the suspension of the qualification of the Securities for offering or sale in any jurisdiction, (iii) the institution, threatening or contemplation of any proceeding for any such purpose or (iv) any request made by the Commission for amending the Registration Statement, for amending or supplementing any Preliminary Prospectus, the Prospectus or any Integrated Prospectus or for additional information. The Operating Partnership and the Company will use their best efforts to prevent the issuance of any such stop order and, if any such stop order is issued, to obtain the withdrawal thereof as promptly as possible. (c) If required by applicable law, the Operating Partnership will arrange for the qualification of the Securities and any Underlying Securities for offering and sale under the securities or blue sky laws of such jurisdictions as the Representatives may designate and will continue such qualifications in effect for as long as may be necessary to complete the distribution of the Securities and any Underlying Securities; provided, however, that in connection therewith the Operating Partnership shall not be required to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction. (d) If at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Prospectus or any Integrated Prospectus, as then amended or supplemented, would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if for any other reason it is necessary at any time to amend or supplement the Prospectus or any Integrated Prospectus to comply with the Act or Exchange Act or the respective rules or regulations of the Commission thereunder, the Operating Partnership will promptly notify the Representatives thereof and, subject to Section 4(a) of this Agreement, will prepare and file with the Commission, at the Operating Partnership’s expense, an amendment to the Registration Statement or an amendment or supplement to the Prospectus and any Integrated Prospectus that corrects such statement or omission or effects such compliance. (e) The Operating Partnership will, without charge, provide (i) to the Representatives and to counsel for the Underwriters, a conformed copy of the registration statement originally filed with respect to the Securities and any amendment thereto (in each case including exhibits thereto), (ii) to each other Underwriter, a conformed copy of such registration statement and any amendment thereto relating to the Securities (in each case without exhibits thereto) and (iii) so long as a prospectus relating to the Securities is required to be delivered under the Act, as many copies of each Preliminary Prospectus, the Prospectus or any Integrated Prospectus or any amendment or supplement thereto as the Representatives may reasonably request; without limiting the application of clause (iii) of this sentence, the Operating Partnership, not later than (A) 6:00 p.m., New York City time, on the date of determination of the public offering price, if such determination occurred at or prior to 10:00 AM, New York City time, on such date or (B) 12:00 Noon, New York City time, on the business day following the date of determination of the public offering price, if such determination occurred after 10:00 AM, New York City time, on such date, will deliver to the Representatives, without charge, as many copies of the Prospectus or any Integrated Prospectus and any amendment or supplement thereto as the Representatives may reasonably request for purposes of confirming orders that are expected to settle on the Closing Date. (f) The Operating Partnership, as soon as practicable, will make generally available to its securityholders and to the Representatives a consolidated earning statement of the Operating Partnership and its subsidiaries that satisfies the provisions of Section 11(a) of the Act and Rule 158 thereunder. (g) The Operating Partnership will apply the net proceeds from the sale of the Securities as set forth under “Use of Proceeds” in the Prospectus and any Integrated Prospectus. (h) The Operating Partnership will not, directly or indirectly, (i) take any action designed to cause or to result in, or that has constituted or which might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Operating Partnership to facilitate the sale or resale of the Securities or (ii) (A) sell, bid for, purchase, or pay anyone any compensation for soliciting purchases of the Securities or (B) pay or agree to pay to any person any compensation for soliciting another to purchase any other securities of the Operating Partnership. (i) If at any time during the 25-day period after the Registration Statement becomes effective, any rumor, publication or event relating to or affecting the Operating Partnership shall occur as a result of which in your opinion the market price of the Securities has been or is likely to be materially affected (regardless of whether such rumor, publication or event necessitates a supplement to or amendment of the Prospectus or any Integrated Prospectus), the Operating Partnership will, after written notice from you advising the Operating Partnership to the effect set forth above, forthwith prepare, consult with you concerning the substance of, and disseminate a press release or other public statement, reasonably satisfactory to you, responding to or commenting on such rumor, publication or event. (j) If required as set forth in Schedule 1 hereto, the Operating Partnership will cause the Securities and any Underlying Securities to be duly authorized for listing by the New York Stock Exchange. (k) The Company will continue to use its best efforts to meet the requirements to qualify as a REIT under the Code.

Covenants of the Operating Partnership and the Company. Each of the Operating Partnership and the Company covenant Company, jointly and agree severally, covenants with you, and with each Underwriter participating in the offering of the Underwriters thatUnderwritten Securities, as follows: (a) The Operating Partnership will file Immediately following the Prospectus or any Term Sheet that constitutes a part thereof, any Integrated Prospectus or execution of the Prospectus Supplement, as the case may be, and any amendment or supplement thereto with the Commission in the manner and within the time period required by Rules 434 and 424(b) under the Act. During any time when a prospectus relating to the Securities is required to be delivered under the Actapplicable Terms Agreement, the Operating Partnership (i) and the Company will comply with all requirements imposed upon it prepare a prospectus supplement setting forth the aggregate principal amount of Underwritten Securities covered thereby and any material terms not otherwise described in the base prospectus, the name of each Underwriter participating in the offering and the name of each additional co-manager, if any, participating in the offering, the principal amount of Underwritten Securities which each severally has agreed to purchase, the price at which the Underwritten Securities are to be purchased by the Act Underwriters from the Operating Partnership, the initial public offering price, if any, the selling concession and reallowance, if any, any over-allotment option (and the Exchange Act aggregate principal amount of Option Securities), the applicability and existence of any Guarantees, and such other information as you and the respective rules and regulations Operating Partnership deem appropriate in connection with the offering of the Commission thereunder to Underwritten Securities; the extent necessary to permit Operating Partnership will, by the continuance close of sales business in New York on the business day immediately succeeding the date of or dealings in the Securities in accordance with the provisions hereof and applicable Terms Agreement, transmit copies of the Prospectus Supplement to the Commission for filing pursuant to Rule 424(b) of the 1933 Act Regulations and any Integrated Prospectuswill furnish to the Underwriters, without charge, as then amended many copies of the Prospectus as you shall reasonably request; and if the Operating Partnership elects to rely on Rule 434 of the 1933 Act Regulations, the Operating Partnership will prepare the Term Sheet in a manner that complies with the requirements of Rule 434 of the 1933 Act Regulations and will furnish to the Underwriters, without charge, as many copies of the Prospectus as you shall reasonably request and will file or supplemented, and (ii) will not file transmit for filing with the Commission the Prospectus, Term Sheet, any Integrated Prospectus or any amendment or supplement thereto or any amendment to complying with Rule 434(c)(2) of the Registration Statement of which the Representatives shall not previously have been advised and furnished with a copy for a reasonable period of time prior to the proposed filing and as to which filing the Representatives shall not have given their consent. The Operating Partnership will prepare and file with the Commission, 1933 Act Regulations in accordance with the rules and regulations Rule 424(b) of the Commission, promptly upon request 1933 Act Regulations by the Representatives or counsel for close of business in New York on the Underwriters, any amendment to business day immediately succeeding the Registration Statement or amendment or supplement to the Prospectus and any Integrated Prospectus that may be necessary or advisable in connection with the distribution date of the Securities by the several Underwriters, and will use its best efforts to cause any such amendment to the Registration Statement to be declared effective by the Commission as promptly as possible. The Operating Partnership will advise the Representatives, promptly after receiving notice thereof, of the time when any amendment to the Registration Statement has been filed or declared effective or the Prospectus, any Integrated Prospectus or any amendment or supplement thereto has been filed and will provide evidence satisfactory to the Representatives of each such filing or effectivenessapplicable Terms Agreement. (b) The Operating Partnership or the Company will advise the Representativesnotify you immediately, promptly after receiving and confirm such notice or obtaining knowledge thereofin writing, of (i) the effectiveness of any amendment to the Registration Statement, (ii) the transmittal to the Commission for filing of any prospectus supplement or other supplement or amendment to the Prospectus or any document to be filed pursuant to the 1934 Act, (iii) the receipt of any comments from the Commission, (iv) any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, and (v) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or any order directed at any document incorporated by reference in the Registration Statement, the Prospectus or any Integrated Prospectus or any amendment or supplement thereto or any order preventing or suspending the use initiation of any Preliminary Prospectus, the Prospectus or any Integrated Prospectus or any amendment or supplement thereto, (ii) the suspension of the qualification of the Securities proceedings for offering or sale in any jurisdiction, (iii) the institution, threatening or contemplation of any proceeding for any such purpose or (iv) any request made by the Commission for amending the Registration Statement, for amending or supplementing any Preliminary Prospectus, the Prospectus or any Integrated Prospectus or for additional informationthat purpose. The Operating Partnership and the Company will use their best efforts make every reasonable effort to prevent the issuance of any such stop order and, if any such stop order is issued, to obtain the withdrawal lifting thereof as promptly as possibleat the earliest possible moment. (c) If required by applicable law, the Operating Partnership will arrange for the qualification of the Securities and any Underlying Securities for offering and sale under the securities or blue sky laws of such jurisdictions as the Representatives may designate and will continue such qualifications in effect for as long as may be necessary to complete the distribution of the Securities and any Underlying Securities; provided, however, that in connection therewith the Operating Partnership shall not be required to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction. (d) If at At any time when a prospectus relating to the Securities Prospectus is required to be delivered under the 1933 Act or the 1934 Act in connection with sales of the Underwritten Securities, the Operating Partnership or the Company will give you notice of its intention to file or prepare any amendment to the Registration Statement (including any filing under Rule 462(b) of the 1933 Act Regulations), any Term Sheet or any amendment, supplement or revision to either the prospectus included in the Registration Statement at the time it became effective or to the Prospectus, whether pursuant to the 1933 Act, the 1934 Act or otherwise, and will furnish to you, without charge, copies of any such documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file or use any such documents to which you or counsel for the Underwriters shall reasonably object. (d) The Operating Partnership and the Company have furnished or will furnish to each Underwriter, without charge, as many signed and conformed copies of the Registration Statement as originally filed and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated or deemed to be incorporated by reference therein) as such Underwriter reasonably requests. The Registration Statement and each amendment thereto furnished to the Underwriters will be identical to any electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. (e) The Operating Partnership and the Company will furnish, without charge, to each Underwriter, from time to time during the period when the Prospectus is required to be delivered under the 1933 Act or the 1934 Act in connection with sales of the Underwritten Securities, such number of copies of the Prospectus (as amended or supplemented) as such Underwriter may reasonably request for the purposes contemplated by the 1933 Act, the 1933 Act Regulations, the 1934 Act or the 1934 Act Regulations. The Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to any electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. (f) If at any time when the Prospectus is required to be delivered under the 1933 Act or the 1934 Act in connection with sales of the Underwritten Securities any event occurs shall occur or condition exist as a result of which it is necessary, in the opinion of counsel for the Underwriters or counsel for the Operating Partnership or the Company, to amend or supplement the Prospectus or any Integrated Prospectus, as then amended or supplemented, would in order that the Prospectus will not include any an untrue statement of a material fact or omit to state a any material fact necessary in order to make the statements therein, therein not misleading in the light of the circumstances under which they were made, not misleadingexisting at the time it is delivered to a purchaser, or if for any other reason it is necessary shall be necessary, in the opinion of either such counsel, at any such time to amend or supplement the Registration Statement or the Prospectus or any Integrated Prospectus in order to comply with the Act or Exchange requirements of the 1933 Act or the respective rules or regulations of the Commission thereunder1933 Act Regulations, then the Operating Partnership and the Company will promptly notify the Representatives thereof and, subject to Section 4(a) of this Agreement, will prepare and file with the Commission, at the Operating Partnership’s expensesubject to Section 3(c), an such amendment or supplement, whether by filing documents pursuant to the Registration Statement 1933 Act, the 1934 Act or an amendment or supplement otherwise, as may be necessary to the Prospectus and any Integrated Prospectus that corrects correct such untrue statement or omission or effects to make the Registration Statement and Prospectus comply with such compliance. (e) The requirements, and the Operating Partnership willand the Company will furnish to the Underwriters, without charge, provide (i) to the Representatives and to counsel for the Underwriters, a conformed copy reasonable number of the registration statement originally filed with respect to the Securities and any amendment thereto (in each case including exhibits thereto), (ii) to each other Underwriter, a conformed copy copies of such registration statement and any amendment thereto relating to the Securities (in each case without exhibits thereto) and (iii) so long as a prospectus relating to the Securities is required to be delivered under the Act, as many copies of each Preliminary Prospectus, the Prospectus or any Integrated Prospectus or any amendment or supplement thereto as the Representatives may reasonably request; without limiting the application of clause (iii) of this sentence, the Operating Partnership, not later than (A) 6:00 p.m., New York City time, on the date of determination of the public offering price, if such determination occurred at or prior to 10:00 AM, New York City time, on such date or (B) 12:00 Noon, New York City time, on the business day following the date of determination of the public offering price, if such determination occurred after 10:00 AM, New York City time, on such date, will deliver to the Representatives, without charge, as many copies of the Prospectus or any Integrated Prospectus and any amendment or supplement thereto as the Representatives may reasonably request for purposes of confirming orders that are expected to settle on the Closing Date. (f) The Operating Partnership, as soon as practicable, will make generally available to its securityholders and to the Representatives a consolidated earning statement of the Operating Partnership and its subsidiaries that satisfies the provisions of Section 11(a) of the Act and Rule 158 thereundersupplement. (g) The Operating Partnership and the Company will apply endeavor, in cooperation with the net proceeds from Underwriters, to qualify the Underwritten Securities and any related Guarantees for offering and sale under the applicable securities laws and real estate syndication laws of such states and other jurisdictions of the United States as you may designate; and in each jurisdiction in which the Underwritten Securities as set forth under “Use of Proceeds” in the Prospectus and any Integrated Prospectusrelated Guarantees have been so qualified, the Operating Partnership and the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification in effect for so long as may be required for the distribution of the Underwritten Securities and any Guarantees endorsed thereon; provided, however, that neither the Operating Partnership nor the Company shall be obligated to qualify as a foreign partnership or corporation or subject itself to general service of process in any jurisdiction where it is not so qualified or so subject. (h) The Operating Partnership will notWith respect to each sale of Underwritten Securities, directly or indirectly, (i) take any action designed to cause or to result in, or that has constituted or which might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Operating Partnership and the Company each will make generally available to facilitate its security holders as soon as practicable, but not later than 90 days after the sale or resale close of the Securities or period covered thereby, an earnings statement (ii) (A) sell, bid for, purchase, or pay anyone any compensation for soliciting purchases in form complying with the provisions of Rule 158 of the Securities or (B1933 Act Regulations) pay or agree to pay to any person any compensation for soliciting another to purchase any other securities covering a twelve month period beginning not later than the earlier of the first day of the Operating Partnership's or Company's fiscal quarter, respectively, next following the "effective date" (as defined in such Rule 158) of the Registration Statement. (i) If at any time during the 25-day period after the Registration Statement becomes effective, any rumor, publication or event relating to or affecting the Operating Partnership shall occur as Absent a result of which in your opinion the market price vote of the Securities has been Board of Directors or is likely to be materially affected (regardless of whether such rumor, publication or event necessitates a supplement to or amendment vote of the Prospectus or any Integrated Prospectus)shareholders, the Operating Partnership will, after written notice from you advising the Operating Partnership to the effect set forth above, forthwith prepare, consult with you concerning the substance of, and disseminate a press release or other public statement, reasonably satisfactory to you, responding to or commenting on such rumor, publication or event. (j) If required as set forth in Schedule 1 hereto, the Operating Partnership will cause the Securities and any Underlying Securities to be duly authorized for listing by the New York Stock Exchange. (k) The Company will continue to use its best efforts to meet the requirements to qualify as a REIT under the Code. (j) The Operating Partnership and the Company, during the period when the Prospectus is required to be delivered under the 1933 Act or the 1934 Act in connection with sales of the Underwritten Securities, will file all documents required to be filed with the Commission pursuant to Section 13, 14 or 15 of the 1934 Act within the time periods prescribed by the 1934 Act and the 1934 Act Regulations. (k) Except as otherwise specified in the applicable Terms Agreement, the Company will not, between the date of the applicable Terms Agreement and the termination of any trading restrictions (which will not be greater than 90 days after the Closing Time) or the Closing Time, whichever is later, with respect to the Underwritten Securities covered thereby, without the prior written consent of Xxxxxxx Xxxxx, directly or indirectly offer or sell, grant any option for the sale of, or enter into any agreement to sell, any debt securities of the Operating Partnership or the Company (other than the Underwritten Securities which are to be sold pursuant to such Terms Agreement, commercial paper and debt securities issued pursuant the Operating Partnership's secured and unsecured credit facilities). (l) The Operating Partnership will use the net proceeds received by it from each sale of Underwritten Securities in the manner set forth in the Prospectus under the caption "Use of Proceeds." (m) If specified in the applicable Terms Agreement, the Operating Partnership and the Company will use their best efforts to list the Underwritten Securities on any national securities exchange or quotation system identified in such Terms Agreement. (n) Each of the Operating Partnership and the Company have complied and will comply with all of the provisions of Florida H.B. 1771, Section 1, P. 17,130 of the Florida Securities and Investors Act, and all regulations thereunder relating to issuers doing business with Cuba.

Covenants of the Operating Partnership and the Company. Each of the Operating Partnership and the Company covenant and agree with each of the Underwriters that: (a) The Operating Partnership will file the Prospectus or any Term Sheet that constitutes a part thereof, any Integrated Prospectus or the Prospectus Supplement, as the case may be, and any amendment or supplement thereto with the Commission in the manner and within the time period required by Rules 434 and 424(b) under the Act. During any time when a prospectus relating to the Securities is required to be delivered under the Act, the Operating Partnership (i) will comply with all requirements imposed upon it by the Act and the Exchange Act and the respective rules and regulations of the Commission thereunder to the extent necessary to permit the continuance of sales of or dealings in the Securities in accordance with the provisions hereof and of the Prospectus and any Integrated Prospectus, as then amended or supplemented, and (ii) will not file with the Commission the Prospectus, Term Sheet, any Integrated Prospectus or any amendment or supplement thereto or any amendment to the Registration Statement of which the Representatives shall not previously have been advised and furnished with a copy for a reasonable period of time prior to the proposed filing and as to which filing the Representatives shall not have given their consent. The Operating Partnership will prepare and file with the Commission, in accordance with the rules and regulations of the Commission, promptly upon request by the Representatives or counsel for the Underwriters, any amendment to the Registration Statement or amendment or supplement to the Prospectus and any Integrated Prospectus that may be necessary or advisable in connection with the distribution of the Securities by the several Underwriters, and will use its best efforts to cause any such amendment to the Registration Statement to be declared effective by the Commission as promptly as possible. The Operating Partnership will advise the Representatives, promptly after receiving notice thereof, of the time when any amendment to the Registration Statement has been filed or declared effective or the Prospectus, any Integrated Prospectus or any amendment or supplement thereto has been filed and will provide evidence satisfactory to the Representatives of each such filing or effectiveness. (b) The Operating Partnership will advise the Representatives, promptly after receiving notice or obtaining knowledge thereof, of (i) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or any order directed at any document incorporated by reference in the Registration Statement, the Prospectus or any Integrated Prospectus or any amendment or supplement thereto or any order preventing or suspending the use of any Preliminary Prospectus, the Prospectus or any Integrated Prospectus or any amendment or supplement thereto, (ii) the suspension of the qualification of the Securities for offering or sale in any jurisdiction, (iii) the institution, threatening or contemplation of any proceeding for any such purpose or (iv) any request made by the Commission for amending the Registration Statement, for amending or supplementing any Preliminary Prospectus, the Prospectus or any Integrated Prospectus or for additional information. The Operating Partnership and the Company will use their best efforts to prevent the issuance of any such stop order and, if any such stop order is issued, to obtain the withdrawal thereof as promptly as possible. (c) If required by applicable law, the Operating Partnership will arrange for the qualification of the Securities and any Underlying Securities for offering and sale under the securities or blue sky laws of such jurisdictions as the Representatives may designate and will continue such qualifications in effect for as long as may be necessary to complete the distribution of the Securities and any Underlying Securities; providedPROVIDED, howeverHOWEVER, that in connection therewith the Operating Partnership shall not be required to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction. (d) If at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Prospectus or any Integrated Prospectus, as then amended or supplemented, would include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if for any other reason it is necessary at any time to amend or supplement the Prospectus or any Integrated Prospectus to comply with the Act or Exchange Act or the respective rules or regulations of the Commission thereunder, the Operating Partnership will promptly notify the Representatives thereof and, subject to Section 4(a) of this Agreement, will prepare and file with the Commission, at the Operating Partnership’s 's expense, an amendment to the Registration Statement or an amendment or supplement to the Prospectus and any Integrated Prospectus that corrects such statement or omission or effects such compliance. (e) The Operating Partnership will, without charge, provide (i) to the Representatives and to counsel for the Underwriters, a conformed copy of the registration statement originally filed with respect to the Securities and any amendment thereto (in each case including exhibits thereto), (ii) to each other Underwriter, a conformed copy of such registration statement and any amendment thereto relating to the Securities (in each case without exhibits thereto) and (iii) so long as a prospectus relating to the Securities is required to be delivered under the Act, as many copies of each Preliminary Prospectus, the Prospectus or any Integrated Prospectus or any amendment or supplement thereto as the Representatives may reasonably request; without limiting the application of clause (iii) of this sentence, the Operating Partnership, not later than (A) 6:00 p.m., New York City city time, on the date of determination of the public offering price, if such determination occurred at or prior to 10:00 AM, New York City time, on such date or (B) 12:00 Noon, New York City time, on the business day following the date of determination of the public offering price, if such determination occurred after 10:00 AM, New York City city time, on such date, will deliver to the Representatives, without charge, as many copies of the Prospectus or any Integrated Prospectus and any amendment or supplement thereto as the Representatives may reasonably request for purposes of confirming orders that are expected to settle on the Closing Date. (f) The Operating Partnership, as soon as practicable, will make generally available to its securityholders and to the Representatives a consolidated earning statement of the Operating Partnership and its subsidiaries that satisfies the provisions of Section 11(a) of the Act and Rule 158 thereunder. (g) The Operating Partnership will apply the net proceeds from the sale of the Securities as set forth under “"Use of Proceeds” " in the Prospectus and any Integrated Prospectus. (h) [Intentionally omitted]. (i) If required as set forth in Schedule 1 hereto, the Operating Partnership will obtain the agreements described in Section 6(g) hereof prior to the Closing Date. (j) The Operating Partnership will not, directly or indirectly, (i) take any action designed to cause or to result in, or that has constituted or which might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Operating Partnership to facilitate the sale or resale of the Securities or (ii) (A) sell, bid for, purchase, or pay anyone any compensation for soliciting purchases of the Securities or (B) pay or agree to pay to any person any compensation for soliciting another to purchase any other securities of the Operating Partnership. (ik) If at any time during the 25-day period after the Registration Statement becomes effective, any rumor, publication or event relating to or affecting the Operating Partnership shall occur as a result of which in your opinion the market price of the Securities has been or is likely to be materially affected (regardless of whether such rumor, publication or event necessitates a supplement to or amendment of the Prospectus or any Integrated Prospectus), the Operating Partnership will, after written notice from you advising the Operating Partnership to the effect set forth above, forthwith prepare, consult with you concerning the substance of, and disseminate a press release or other public statement, reasonably satisfactory to you, responding to or commenting on such rumor, publication or event. (jl) If required as set forth in Schedule 1 hereto, the Operating Partnership will cause the Securities and any Underlying Securities to be duly authorized for listing by the New York Stock Exchange. (km) The Company will continue to use its best efforts to meet the requirements to qualify as a REIT under the Code.