Common use of Covenants Relating to the Exchange Rights Clause in Contracts

Covenants Relating to the Exchange Rights. A. Crescent Equities shall at all times reserve for issuance such number of REIT Shares as may be necessary to enable it to issue such REIT Shares in full satisfaction of the Exchange Rights with respect to all Partnership Units which are from time to time outstanding. B. As long as Crescent Equities shall be obligated to file periodic reports under the Exchange Act, Crescent Equities shall use its best efforts to file such reports in such manner as shall enable any recipient of REIT Shares issued pursuant to Section 8.6 in reliance upon an -44- 50 exemption from registration under the Securities Act to continue to be eligible to utilize Rule 144 promulgated by the SEC pursuant to the Securities Act, or any successor rule or regulation or statute thereunder, for the resale thereof. C. Crescent Equities shall not issue any additional REIT Shares (other than REIT Shares contemplated by Sections 4.2 and 8.6 and REIT Shares issued pursuant to a Stock Incentive Plan) other than on a pro rata basis to all holders of REIT Shares. Crescent Equities shall not issue any preferred stock or rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase REIT Shares ("New Securities") other than to all holders of REIT Shares unless (i) the General Partner shall cause the Partnership to issue to Crescent Equities preferred equity ownership interests or rights, options, warrants or convertible or exchangeable securities of the Partnership ("New Interests") having designations, preferences and other rights, all such that the economic interests are substantially similar to those of the New Securities, and (ii) Crescent Equities contributes the proceeds from the issuance of such New Securities and from the exercise of rights contained in such New Securities to the Partnership. The Partners hereby acknowledge and agree that the proceeds received by Crescent Equities in exchange for the issuance of New Securities may be cash or real property or an interest therein. If any New Securities are subsequently converted or exchanged for REIT Shares, (i) Crescent Equities shall, as of the date on which the conversion or exchange is consummated, be deemed to have contributed to the Partnership as Contributed Funds pursuant to Section 4.2.A(2) hereof an amount equal to the Value (computed as of the Business Day immediately preceding the date on which such conversion or exchange of the New Securities is consummated) of the REIT Shares delivered by Crescent Equities to such holder of New Securities, and (ii) the Partnership Interests of Crescent Equities and the other Limited Partners shall be adjusted as set forth in Section 4.2. The number of Partnership Units held by the Limited Partners shall not be decreased in connection with the issuance of any New Securities or in connection with any subsequent conversion or exchange of any New Securities for REIT Shares. D. Each Limited Partner and Assignee covenants and agrees that all Partnership Units delivered for exchange pursuant to Section 8.6 hereof shall be delivered to Crescent Equities free and clear of all Liens and, notwithstanding anything herein contained to the contrary, Crescent Equities shall be under no obligation to acquire Partnership Units which are or may be subject to any Liens. Each Limited Partner and Assignee further agrees that, in the event any state or local property transfer tax is payable as a result of the transfer of its Partnership Units to Crescent Equities, such Limited Partner or Assignee shall assume and pay such transfer tax. E. In the event Crescent Equities purchases REIT Shares, then the General Partner shall cause the Partnership to purchase from Crescent Equities a portion of its Partnership Interest on the same terms that Crescent Equities purchased such REIT Shares.

Covenants Relating to the Exchange Rights. A. Crescent Equities shall at all times reserve for issuance such number of REIT Shares as may be necessary to enable it to issue such REIT Shares in full satisfaction of the Exchange Rights with respect to all Partnership Units which are from time to time outstanding. B. As long as Crescent Equities shall be obligated to file periodic reports under the Exchange Act, Crescent Equities shall use its best efforts to file such reports in such manner as shall enable any recipient of REIT Shares issued pursuant to Section 8.6 in reliance upon an -44- 50 exemption from registration under the Securities Act to continue to be eligible to utilize Rule 144 promulgated by the SEC pursuant to the Securities Act, or any successor rule or regulation or statute thereunder, for the resale thereof. C. Crescent Equities shall not issue any additional REIT Shares (other than REIT Shares contemplated by Sections 4.2 and 8.6 and REIT Shares issued pursuant to a Stock Incentive Plan) other than on a pro rata basis to all holders of REIT Shares. Crescent Equities shall not issue any preferred stock or rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase REIT Shares ("New Securities") other than to all holders of REIT Shares unless (i) the General Partner shall cause the Partnership to issue to Crescent Equities preferred equity ownership interests or rights, options, warrants or convertible or exchangeable securities of the Partnership ("New Interests") having designations, preferences and other rights, all such that the economic interests are substantially similar to those of the New Securities, and (ii) Crescent Equities contributes the proceeds from the issuance of such New Securities and from the exercise of rights contained in such New Securities to the Partnership. The Partners hereby acknowledge and agree that the proceeds received by Crescent Equities in exchange for the issuance of New Securities may be cash or real property or an interest therein. If any New Securities are subsequently converted or exchanged for REIT Shares, (i) Crescent Equities shall, as of the date on which the conversion or exchange is consummated, be deemed to have contributed to the Partnership as Contributed Funds pursuant to Section 4.2.A(2) hereof an amount equal to the Value (computed as of the Business Day immediately preceding the date on which such conversion or exchange of the New Securities is consummated) of the REIT Shares delivered by Crescent Equities to such holder of New Securities, and (ii) the Partnership Interests of Crescent Equities and the other Limited Partners shall be adjusted as set forth in Section 4.2. The number of Partnership Units held by the Limited Partners shall not be decreased in connection with the issuance of any New Securities or in connection with any subsequent conversion or exchange of any New Securities for REIT Shares. D. Each Limited Partner and Assignee covenants and agrees that all Partnership Units delivered for exchange pursuant to Section 8.6 hereof shall be delivered to Crescent Equities free and clear of all Liens and, notwithstanding anything herein contained to the contrary, Crescent Equities shall be under no obligation to acquire Partnership Units which are or may be subject to any Liens. Each Limited Partner and Assignee further agrees that, in the event any state or local property transfer tax is payable as a result of the transfer of its Partnership Units to Crescent Equities, such Limited Partner or Assignee shall assume and pay such transfer tax. E. In the event Crescent Equities purchases REIT Shares, then the General Partner shall cause the Partnership to purchase from Crescent Equities a portion of its Partnership Interest on the same terms that Crescent Equities purchased such REIT Shares.

Covenants Relating to the Exchange Rights. A. Crescent Equities shall at all times reserve for issuance such number of REIT Shares as may be necessary to enable it to issue such REIT Shares in full satisfaction of the Exchange Rights with respect to all Partnership Units which are from time to time outstanding. B. As long as Crescent Equities shall be obligated to file periodic reports under the Exchange Act, Crescent Equities shall use its best efforts to file such reports in such manner as shall enable any recipient of REIT Shares issued pursuant to Section 8.6 in reliance upon an -44- 50 exemption from registration under the Securities Act to continue to be eligible to utilize Rule 144 promulgated by the SEC pursuant to the Securities Act, or any successor rule or regulation or statute thereunder, for the resale thereof. C. Crescent Equities shall not issue any additional REIT Shares (other than REIT Shares contemplated by Sections 4.2 and 8.6 and REIT Shares issued pursuant to a Stock Incentive Plan) other than on a pro rata basis to all holders of REIT Shares. Crescent Equities shall not issue any preferred stock or rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase REIT Shares ("“New Securities"”) other than to all holders of REIT Shares unless (i) the General Partner shall cause the Partnership to issue to Crescent Equities preferred equity ownership interests or rights, options, warrants or convertible or exchangeable securities of the Partnership ("“New Interests"”) having designations, preferences and other rights, all such that the economic interests are substantially similar to those of the New Securities, and (ii) Crescent Equities contributes the proceeds from the issuance of such New Securities and from the exercise of rights contained in such New Securities to the Partnership. The Partners hereby acknowledge and agree that the proceeds received by Crescent Equities in exchange for the issuance of New Securities may be cash or real property or an interest therein. If any New Securities are subsequently converted or exchanged for REIT Shares, (i) Crescent Equities shall, as of the date on which the conversion or exchange is consummated, be deemed to have contributed to the Partnership as Contributed Funds pursuant to Section 4.2.A(2) hereof an amount equal to the Value (computed as of the Business Day immediately preceding the date on which such conversion or exchange of the New Securities is consummated) of the REIT Shares delivered by Crescent Equities to such holder of New Securities, and (ii) the Partnership Interests of Crescent Equities and the other Limited Partners shall be adjusted as set forth in Section 4.2. The number of Partnership Units held by the Limited Partners shall not be decreased in connection with the issuance of any New Securities or in connection with any subsequent conversion or exchange of any New Securities for REIT Shares. D. Each Limited Partner and Assignee covenants and agrees that all Partnership Units delivered for exchange pursuant to Section 8.6 hereof shall be delivered to Crescent Equities free and clear of all Liens and, notwithstanding anything herein contained to the contrary, Crescent Equities shall be under no obligation to acquire Partnership Units which are or may be subject to any Liens. Each Limited Partner and Assignee further agrees that, in the event any state or local property transfer tax is payable as a result of the transfer of its Partnership Units to Crescent Equities, such Limited Partner or Assignee shall assume and pay such transfer tax. E. In the event Crescent Equities purchases REIT Shares, then the General Partner shall cause the Partnership to purchase from Crescent Equities a portion of its Partnership Interest on the same terms that Crescent Equities purchased such REIT Shares.

Covenants Relating to the Exchange Rights. A. Crescent Equities shall at all times reserve for issuance such number of REIT Shares as may be necessary to enable it to issue such REIT Shares in full satisfaction of the Exchange Rights with respect to all Partnership Units which are from time to time outstanding. B. As long as Crescent Equities shall be obligated to file periodic reports under the Exchange Act, Crescent Equities shall use its best efforts to file such reports in such manner as shall enable any recipient of REIT Shares issued pursuant to Section 8.6 in reliance upon an -44- 50 exemption from registration under the Securities Act to continue to be eligible to utilize Rule 144 promulgated by the SEC pursuant to the Securities Act, or any successor rule or regulation or statute thereunder, for the resale thereof. C. Crescent Equities shall not issue any additional REIT Shares (other than REIT Shares contemplated by Sections 4.2 and 8.6 and REIT Shares issued pursuant to a Stock Incentive Plan) other than on a pro rata basis to all holders of REIT Shares. Crescent Equities shall not issue any preferred stock or rights, options, warrants or convertible or exchangeable securities containing the right to subscribe for or purchase REIT Shares ("New Securities") other than to all holders of REIT Shares unless (i) the General Partner shall cause the Partnership to issue to Crescent Equities preferred equity ownership interests or rights, options, warrants or convertible or exchangeable securities of the Partnership ("New Interests") having designations, preferences and other rights, all such that the economic interests are substantially similar to those of the New Securities, and (ii) Crescent Equities contributes the proceeds from the issuance of such New Securities and from the exercise of rights contained in such New Securities to the Partnership. The Partners hereby acknowledge and agree that the proceeds received by Crescent Equities in exchange for the issuance of New Securities may be cash or real property or an interest therein. If any New Securities are subsequently converted or exchanged for REIT Shares, (i) Crescent Equities shall, as of the date on which the conversion or exchange is consummated, be deemed to have contributed to the Partnership as Contributed Funds pursuant to Section 4.2.A(2) hereof an amount equal to the Value (computed as of the Business Day immediately preceding the date on which such conversion or exchange of the New Securities is consummated) of the REIT Shares delivered by Crescent Equities to such holder of New Securities, and (ii) the Partnership Interests of Crescent Equities and the other Limited Partners shall be adjusted as set forth in Section 4.2. The number of Partnership Units held by the Limited Partners shall not be decreased in connection with the issuance of any New Securities or in connection with any subsequent conversion or exchange of any New Securities for REIT Shares. D. Each Limited Partner and Assignee covenants and agrees that all Partnership Units delivered for exchange pursuant to Section 8.6 hereof shall be delivered to Crescent Equities free and clear of all Liens and, notwithstanding anything herein contained to the contrary, Crescent Equities shall be under no obligation to acquire Partnership Units which are or may be subject to any Liens. Each Limited Partner and Assignee further agrees that, in the event any state or local property transfer tax is payable as a result of the transfer of its Partnership Units to Crescent Equities, such Limited Partner or Assignee shall assume and pay such transfer tax. E. In the event Crescent Equities purchases REIT Shares, then the General Partner shall cause the Partnership to purchase from Crescent Equities a portion of its Partnership Interest on the same terms that Crescent Equities purchased such REIT Shares.