Common use of ESOP Obligations Generally Clause in Contracts

ESOP Obligations Generally. As of December 15, 2004, Holdco acknowledges that it has received all reimbursements due to it from the Partnership and the Operating Partnerships pursuant to the terms of the Prior Agreement in respect of (i) cash contributions made or to be made by the Company to the ESOP pursuant to the terms of the ESOP trust agreement, as necessary for the ESOP to make all payments of principal, interest and premium due under the Note Agreement, dated as of May 4, 2004, among the ESOP, The Prudential Insurance Company of America, Pruco Life Insurance Company and Pruco Life Insurance Company of New Jersey (the “Note Agreement”), (ii) cash deposits made or to be made by the Company pursuant to an obligation to maintain a minimum value of collateral pledged to secure the obligations of the ESOP or the Company in respect of the Note Agreement, (iii) income taxes incurred by the Company on the sale of LP Units made to satisfy the redemption obligations described in Section 2.03 below, and (iv) routine administrative charges and expenses common to employee stock ownership plans incurred in connection with the operation of the ESOP. Each of Holdco, the General Partner and the OLP GP hereby release, relinquish and discharge the Partnership and the Operating Partnerships from any and all further liability, obligation, claim, demand, action or suit of any kind or nature, in law or in equity, whatsoever, known or unknown, which may be asserted for or on account of or arising out of or in any manner relating to the foregoing obligations under the Prior Agreement.

ESOP Obligations Generally. As of December 15, 2004the date of this Agreement, Holdco acknowledges that it has received all reimbursements due to it from the Partnership and the Operating Partnerships pursuant to the terms of the Prior Agreement in respect of (i) cash contributions made or to be made by the Company to the ESOP pursuant to the terms of the ESOP trust agreement, as necessary for the ESOP to make all payments of principal, interest and premium due under the Note Agreement, dated as of May 4, 2004, among the ESOP, The Prudential Insurance Company of America, Pruco Life Insurance Company and Pruco Life Insurance Company of New Jersey (the “"Note Agreement”"), (ii) cash deposits made or to be made by the Company pursuant to an obligation to maintain a minimum value of collateral pledged to secure the obligations of the ESOP or the Company in respect of the Note Agreement, (iii) income taxes incurred by the Company on the sale of LP Units made to satisfy the redemption obligations described in Section 2.03 below, and (iv) routine administrative charges and expenses common to employee stock ownership plans incurred in connection with the operation of the ESOP. Each of Holdco, Holdco and the General Partner and the OLP GP hereby release, relinquish and discharge the Partnership and the Operating Partnerships from any and all further liability, obligation, claim, demand, action or suit of any kind or nature, in law or in equity, whatsoever, known or unknown, which may be asserted for or on account of or arising out of or in any manner relating to the foregoing obligations under the Prior Agreement.

ESOP Obligations Generally. As of December 15, 2004, Holdco acknowledges that it has received all reimbursements due to it from the Partnership and the Operating Partnerships pursuant to the terms of the Prior Agreement in respect of (i) cash contributions made or to be made by the Company to the ESOP pursuant to the terms of the ESOP trust agreement, as necessary for the ESOP to make all payments of principal, interest and premium due under the Note Agreement, dated as of May 4, 2004, among the ESOP, The Prudential Insurance Company of America, Pruco Life Insurance Company and Pruco Life Insurance Company of New Jersey (the “"Note Agreement”"), (ii) cash deposits made or to be made by the Company pursuant to an obligation to maintain a minimum value of collateral pledged to secure the obligations of the ESOP or the Company in respect of the Note Agreement, (iii) income taxes incurred by the Company on the sale of LP Units made to satisfy the redemption obligations described in Section 2.03 below, and (iv) routine administrative charges and expenses common to employee stock ownership plans incurred in connection with the operation of the ESOP. Each of Holdco, the General Partner and the OLP GP hereby release, relinquish and discharge the Partnership and the Operating Partnerships from any and all further liability, obligation, claim, demand, action or suit of any kind or nature, in law or in equity, whatsoever, known or unknown, which may be asserted for or on account of or arising out of or in any manner relating to the foregoing obligations under the Prior Agreement.