Common use of Filing of Amendments and Exchange Act Documents Clause in Contracts

Filing of Amendments and Exchange Act Documents. Until the distribution of the Securities by the Underwriters is complete, the Operating Partnership and the Company will give the Representatives notice of their intention to file or prepare any amendment to the Registration Statement or new registration statement relating to the Securities or any amendment or supplement to any Preliminary Prospectus or to the Prospectus, whether pursuant to the 1933 Act, the 1934 Act or otherwise, and the Operating Partnership and the Company will furnish the Representatives with 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 document to which the Representatives or counsel for the Underwriters shall reasonably object. The Operating Partnership and the Company agree, during the period when a prospectus is required to be delivered under the 1933 Act (or but for the exception afforded by Rule 172 of the 1933 Act Regulations (“Rule 172”) would be required to be delivered), to file all documents required to be filed with the Commission pursuant to the 1934 Act within the time periods required by the 1934 Act and the 1934 Act Regulations. The Operating Partnership and the Company have given the Representatives notice of any filings made pursuant to the 1934 Act or 1934 Act Regulations within 48 hours prior to the Applicable Time. The Operating Partnership and the Company will prepare a final term sheet substantially in the form set forth as Exhibit I to Schedule B hereto (the “Final Term Sheet”) reflecting the final terms of the Securities, and shall file such Final Term Sheet as an “issuer free writing prospectus” pursuant to Rule 433 prior to the close of business two business days after the date hereof; provided that the Company shall furnish the Representatives with copies of such Final Term Sheet a reasonable amount of time prior to such proposed filing and will not use or file any such document to which the Representatives or counsel to the Underwriters shall reasonably object.

Filing of Amendments and Exchange Act Documents. Until the distribution of the Securities by the Underwriters is complete, the Operating Partnership and the The Company will give the Representatives [Representative[s]][Underwriters] notice of their its intention to file or prepare any amendment to the Registration Statement or new registration statement relating to the Securities or any amendment, supplement or revision to either any preliminary prospectus (including any prospectus included in the Original Registration Statement or amendment or supplement to any Preliminary Prospectus thereto at the time it became effective) or to the Prospectus, whether pursuant to the 1933 Act, the 1934 Act or otherwise, and the Operating Partnership and the Company will furnish the Representatives [Representative[s]][Underwriters] with 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 document to which the Representatives [Representative[s]][Underwriters] or counsel for the Underwriters shall reasonably object. The Operating Partnership and the Company agree, during the period when a prospectus is required to be delivered under the 1933 Act (or but for the exception afforded by Rule 172 of the 1933 Act Regulations (“Rule 172”) would be required to be delivered), to file all documents required to be filed with the Commission pursuant to the 1934 Act within the time periods required by the 1934 Act and the 1934 Act Regulations. The Operating Partnership and the Company have has given the Representatives [Representative[s]][Underwriters] notice of any filings made pursuant to the 1934 Act or 1934 Act Regulations within 48 hours prior to the Applicable Time; the Company will give the [Representative[s]][Underwriters] notice of its intention to make any such filing from the Applicable Time to the Closing Time and will furnish the [Representative[s]][Underwriters] with copies of any such documents a reasonable amount of time prior to such proposed filing and will not file or use any such document to which the [Representative[s]][Underwriters] or counsel for the Underwriters shall object. The Operating Partnership and the Company will prepare a final term sheet substantially in the form set forth as Exhibit I to Schedule B hereto (the “Final Term Sheet”) reflecting the final terms of the Securities, in the form attached hereto as Schedule B and shall file such Final Term Sheet as an “issuer free writing prospectus” pursuant to Rule 433 prior to the close of business two business days after the date hereof; provided that the Company shall furnish the Representatives [Representative[s]][Underwriters] with copies of any such Final Term Sheet a reasonable amount of time prior to such proposed filing and will not use or file any such document to which the Representatives [Representative[s]][Underwriters] or counsel to the Underwriters shall reasonably object.

Filing of Amendments and Exchange Act Documents. Until the distribution of the Securities by the Underwriters is complete, the Operating Partnership and the Company The Fund will give the Representatives Placement Agent notice of their its intention to file or prepare any amendment to the Registration Statement or new registration statement relating to the Securities offering, issuance or sale of Shares (including any filing under Rule 462(d)) or any amendment amendment, supplement or supplement revision to any Preliminary Prospectus 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 the Operating Partnership and the Company will furnish the Representatives Placement Agent with 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 document documents to which the Representatives Placement Agent or counsel for the Underwriters Placement Agent shall reasonably object. The Operating Partnership and the Company agree, during the period when a prospectus is required to be delivered under the 1933 Act (or but for the exception afforded by Rule 172 of the 1933 Act Regulations (“Rule 172”) would be required to be delivered), to file all documents required to be filed with the Commission pursuant to the 1934 Act within the time periods required by the 1934 Act and the 1934 Act Regulations. The Operating Partnership and the Company have Fund has given the Representatives Placement Agent notice of any filings made pursuant to the 1934 Act or the rules and regulations of the Commission under the 1934 Act Regulations (the “1934 ACT REGULATIONS”) within 48 hours prior to the Applicable Time. The Operating Partnership and the Company will prepare a final term sheet substantially in the form set forth as Exhibit I to Schedule B hereto (the “Final Term Sheet”) reflecting the final terms of the Securities, and shall file such Final Term Sheet as an “issuer free writing prospectus” pursuant to Rule 433 prior to the close of business two business days after the date hereof; provided that the Company shall Fund will give the Placement Agent notice of its intention to make any such filing from the date hereof to the Closing Time and will furnish the Representatives Placement Agent with copies of any such Final Term Sheet documents a reasonable amount of time prior to such proposed filing filing, or as the case may be, and will not file or use or file any such document to which the Representatives Placement Agent or counsel for the Placement Agent shall object; provided, however that this covenant shall not apply to any post-effective amendment required by Rule 8b-16 of the Underwriters shall reasonably object1940 Act which is filed with the Commission after the later of (x) one year from the date of this Agreement or (y) the date on which the distribution of the Shares is completed.

Filing of Amendments and Exchange Act Documents. Until the distribution of the Securities by the Underwriters is complete, the Operating Partnership and the The Company will give the Representatives Representative notice of their its intention to file or prepare any amendment to the Registration Statement or new registration statement relating to the Securities or any amendment, supplement or revision to either any preliminary prospectus (including any prospectus included in the Original Registration Statement or amendment or supplement to any Preliminary Prospectus thereto at the time it became effective) or to the Prospectus, whether pursuant to the 1933 Act, the 1934 Act or otherwise, and the Operating Partnership and the Company will furnish the Representatives Representative with 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 document to which the Representatives Representative or counsel for the Underwriters shall reasonably object. The Operating Partnership and the Company agree, during the period when a prospectus is required to be delivered under the 1933 Act (or but for the exception afforded by Rule 172 of the 1933 Act Regulations (“Rule 172”) would be required to be delivered), to file all documents required to be filed with the Commission pursuant to the 1934 Act within the time periods required by the 1934 Act and the 1934 Act Regulations. The Operating Partnership and the Company have has given the Representatives Representative notice of any filings made pursuant to the 1934 Act or 1934 Act Regulations within 48 hours prior to the Applicable Time; the Company will give the Representative notice of its intention to make any such filing from the Applicable Time to the Closing Time and will furnish the Representative with copies of any such documents a reasonable amount of time prior to such proposed filing and will not file or use any such document to which the Representative or counsel for the Underwriters shall object. The Operating Partnership and the Company will prepare a final term sheet substantially in the form set forth as Exhibit I to Schedule B hereto (the “Final Term Sheet”) reflecting the final terms of the Securities, in the form attached hereto as Schedule B and shall file such Final Term Sheet as an “issuer free writing prospectus” pursuant to Rule 433 prior to the close of business two business days after the date hereof; provided that the Company shall furnish the Representatives Representative with copies of any such Final Term Sheet a reasonable amount of time prior to such proposed filing and will not use or file any such document to which the Representatives Representative or counsel to the Underwriters shall reasonably object.

Filing of Amendments and Exchange Act Documents. Until If, at the distribution of time this Agreement is executed and delivered, it is necessary or appropriate for an amendment to the Registration Statement, or a Rule 462(b) Registration Statement, to be filed with the Commission and become effective before the Securities by the Underwriters is completemay be sold, the Operating Partnership Company will use its best efforts to cause such amendment or such Registration Statement to be filed and become effective, and will pay any applicable fees in accordance with the 1933 Act Regulations, as soon as possible. The Company will give the Representatives notice of their its intention to file or prepare any amendment to the Registration Statement, the ADS Registration Statement or new registration statement relating to the Securities 1934 Act Registration Statement (including any filing under Rule 462(b) of the 1933 Act Regulations) or any amendment amendment, supplement or supplement revision to any Preliminary Prospectus either the prospectus included in the Registration Statement, the ADS Registration Statement and the 1934 Act Registration Statement at the time it became effective or to the Prospectus, whether pursuant to the 1933 Act, the 1934 Act or otherwise, and the Operating Partnership and the Company will furnish the Representatives with 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 document to which the Representatives or counsel for the Underwriters shall reasonably object. The Operating Partnership and the Company agree, during the period when a prospectus is required to be delivered under the 1933 Act (or but for the exception afforded by Rule 172 of the 1933 Act Regulations (“Rule 172”) would be required to be delivered), to file all documents required to be filed with the Commission pursuant to the 1934 Act within the time periods required by the 1934 Act and the 1934 Act Regulations. The Operating Partnership and the Company have has given the Representatives notice of any filings made pursuant to the 1934 Act or rules and regulations of the Commission under the 1934 Act Regulations within 48 hours prior to the Applicable Time. The Operating Partnership ; and the Company will prepare a final term sheet substantially in give the form set forth as Exhibit I Representatives notice of its intention to Schedule B hereto (make any such filing from the “Final Term Sheet”) reflecting the final terms of the Securities, and shall file such Final Term Sheet as an “issuer free writing prospectus” pursuant to Rule 433 prior Applicable Time to the close of business two business days after the date hereof; provided that the Company shall Closing Time and will furnish the Representatives with copies of any such Final Term Sheet documents a reasonable amount of time prior to such proposed filing filing, as the case may be, and will not file or use or file any such document to which the Representatives or counsel to for the Underwriters shall reasonably object.

Filing of Amendments and Exchange Act Documents. Until the distribution of the Securities by the Underwriters is complete, the Operating Partnership and the The Company will give the Representatives notice of their its intention to file or prepare any amendment to the Registration Statement or new registration statement relating to the Securities Securities, or any amendment, supplement or revision to either any preliminary prospectus (including any prospectus included in the Original Registration Statement or amendment or supplement to any Preliminary Prospectus thereto at the time it became effective) or to the Prospectus, whether pursuant to the 1933 Act, the 1934 Act or otherwise, and the Operating Partnership and the Company will furnish the Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing or use, as the case may be, and and, until the earlier of (i) the day that is 30 days from the date hereof or (ii) the final Date of Delivery with respect to the Option Securities, will not file or use any such document Registration Statement (which, for the avoidance of doubt, shall not include any reports or documents filed or required to be filed by the Company under the 1934 Act or the rules and regulations promulgated thereunder) to which the Representatives or counsel for the Underwriters shall reasonably object. The Operating Partnership and Neither the Company agree, during consent to nor the period when distribution of any amendment shall constitute a prospectus is required to be delivered under the 1933 Act (or but for the exception afforded by Rule 172 waiver of any of the 1933 Act Regulations (“Rule 172”) would be required to be delivered), to file all documents required to be filed with the Commission pursuant to the 1934 Act within the time periods required by the 1934 Act and the 1934 Act Regulationsconditions of Section 5 hereof. The Operating Partnership and the Company have has given the Representatives notice of any filings made pursuant to the 1934 Act or 1934 Act Regulations within 48 hours prior to the Applicable Time. The Operating Partnership and ; the Company will prepare a final term sheet substantially in give the form set forth as Exhibit I Representatives notice of its intention to Schedule B hereto (make any such filing from the “Final Term Sheet”) reflecting the final terms of the Securities, and shall file such Final Term Sheet as an “issuer free writing prospectus” pursuant to Rule 433 prior Applicable Time to the close of business two business days after the date hereof; provided that the Company shall Closing Time and will furnish the Representatives with copies of any such Final Term Sheet documents a reasonable amount of time prior to such proposed filing filing, as the case may be, and will not file or use or file any such document to which the Representatives or counsel to for the Underwriters shall reasonably object.

Filing of Amendments and Exchange Act Documents. Until the distribution of the Securities by the Underwriters is complete, the Operating Partnership and the Company will give the Representatives notice of their its intention to file or prepare any amendment to the Registration Statement or new registration statement relating to the Securities or any amendment or supplement to any Preliminary Prospectus preliminary prospectus (including the base prospectus included in the Original Registration Statement or amendment thereto at the time it became effective) or to the Prospectus, whether pursuant to the 1933 Act, the 1934 Act or otherwise, and the Operating Partnership and the Company will furnish the Representatives with 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 document to which the Representatives or counsel for the Underwriters shall reasonably object. The Operating Partnership and the Company agreeagrees, during the period when a prospectus is required to be delivered under the 1933 Act (or but for the exception afforded by Rule 172 of the 1933 Act Regulations (“Rule 172”) would be required to be delivered), to file all documents required to be filed with the Commission pursuant to the 1934 Act within the time periods required by the 1934 Act and the 1934 Act Regulations. The Operating Partnership and the Company have has given the Representatives notice of any filings made pursuant to the 1934 Act or 1934 Act Regulations within 48 hours prior to the Applicable Initial Sale Time; the Company will give the Representatives notice of its intention to make any filing pursuant to the 1934 Act or the 1934 Act Regulations during the period from the Initial Sale Time to the Closing Time and will furnish the Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing and will not file or use any such document to which the Representatives or counsel for the Underwriters shall reasonably object. The Operating Partnership and the Company will prepare a final term sheet substantially in the form set forth as Exhibit I an attachment to Schedule B hereto (the “Final Term Sheet”) reflecting the final terms of the Securities, and shall file such Final Term Sheet as an “issuer free writing prospectus” pursuant to Rule 433 prior to the close of business two business days after the date hereof; provided that the Company shall furnish the Representatives with copies of any such Final Term Sheet a reasonable amount of time prior to such proposed filing and will not use or file any such document to which the Representatives or counsel to the Underwriters shall reasonably object.

Filing of Amendments and Exchange Act Documents. Until the distribution of the Securities by the Underwriters is complete, the Operating Partnership and the Company will give the Representatives notice of their its intention to file or prepare any amendment to the Registration Statement or new registration statement relating to the Securities or any amendment or supplement to any Preliminary Prospectus preliminary prospectus (including the base prospectus included in the Original Registration Statement or amendment thereto at the time it became effective) or to the Prospectus, whether pursuant to the 1933 Act, the 1934 Act or otherwise, and the Operating Partnership and the Company will furnish the Representatives with 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 document to which the Representatives or counsel for the Underwriters shall reasonably object. The Operating Partnership and the Company agreeagrees, during the period when a prospectus is required to be delivered under the 1933 Act (or but for the exception afforded by Rule 172 of the 1933 Act Regulations (“Rule 172”) would be required to be delivered), to file all documents required to be filed with the Commission pursuant to the 1934 Act within the time periods required by the 1934 Act and the 1934 Act Regulations. The Operating Partnership and the Company have has given the Representatives notice of any filings made pursuant to the 1934 Act or 1934 Act Regulations within 48 hours prior to the Applicable Initial Sale Time. The Operating Partnership and the Company will prepare a final term sheet substantially in the form set forth as Exhibit I to Schedule B hereto (the “Final Term Sheet”) reflecting the final terms of the Securities, and shall file such Final Term Sheet as an “issuer free writing prospectus” pursuant to Rule 433 prior to the close of business two business days after the date hereof; provided that the Company shall furnish the Representatives with copies of any such Final Term Sheet a reasonable amount of time prior to such proposed filing and will not use or file any such document to which the Representatives or counsel to the Underwriters shall reasonably object.

Filing of Amendments and Exchange Act Documents. Until the distribution The Company will, prior to completion of the offering of the Securities, give UBS Securities by the Underwriters is complete, the Operating Partnership and the Company will give the Representatives notice of their its intention to file or prepare any amendment to the Registration Statement or new registration statement relating to the Securities or any amendment, supplement or revision to either any preliminary prospectus (including any prospectus included in the Original Registration Statement or amendment or supplement to any Preliminary Prospectus thereto at the time it became effective) or to the Prospectus, whether pursuant to the 1933 Act, the 1934 Act or otherwise, and the Operating Partnership and the Company will furnish the Representatives UBS Securities with 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 document to which the Representatives UBS Securities or counsel for the Underwriters UBS Securities shall reasonably object. The Operating Partnership and the Company agree, during the period when a prospectus is required to be delivered under the 1933 Act (or but for the exception afforded by Rule 172 of the 1933 Act Regulations (“Rule 172”) would be required to be delivered), to file all documents required to be filed with the Commission pursuant to the 1934 Act within the time periods required by the 1934 Act and the 1934 Act Regulations. The Operating Partnership and the Company have has given the Representatives UBS Securities notice of any filings made pursuant to the 1934 Act or 1934 Act Regulations within 48 hours prior to the Applicable Time. The Operating Partnership and execution of this Agreement; the Company will prepare a final term sheet substantially in give UBS Securities notice of its intention to make any such filing from the form set forth as Exhibit I to Schedule B hereto (the “Final Term Sheet”) reflecting the final terms execution of the Securities, and shall file such Final Term Sheet as an “issuer free writing prospectus” pursuant to Rule 433 prior this Agreement to the close of business two business days after the date hereof; provided that the Company shall Closing Time and will furnish the Representatives UBS Securities with copies of any such Final Term Sheet documents a reasonable amount of time prior to such proposed filing and will not file or use or file any such document to which the Representatives UBS Securities or counsel to the Underwriters for UBS Securities shall reasonably object.

Filing of Amendments and Exchange Act Documents. Until The Company will not at any time prior to the distribution later of the Securities by the Underwriters is complete, the Operating Partnership Closing Time and the Company will give completion of the Representatives notice offering of their intention to the Offered Shares file or prepare make any amendment to the Registration Statement or new registration statement relating to the Securities Offered Shares, any amendment, supplement or revision to the Canadian Preliminary Prospectus, the U.S. Preliminary Prospectus or any amendment or supplement to any Preliminary of the prospectuses included in the Registration Statement at the time it becomes effective, the U.S. Prospectus, the Canadian Prospectus or to any Supplementary Material, of which the Prospectus, whether pursuant to the 1933 Act, the 1934 Act or otherwise, Representative shall not have previously been advised and the Operating Partnership and the Company will furnish the Representatives with furnished 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 document to which the Representatives Representative shall have reasonably objected promptly after reasonable notice thereof; provided, however, that this provision shall not prohibit the Company from complying in a timely manner with its timely disclosure obligations under applicable securities legislation and the requirements of any relevant stock exchange arising out of any material change in the business or counsel for affairs of the Underwriters shall reasonably objectCompany. The Operating Partnership and the Company agree, during the period when a prospectus is required to be delivered under the 1933 Act (or but for the exception afforded by Rule 172 of the 1933 Act Regulations (“Rule 172”) would be required to be delivered), to file all documents required to be filed with the Commission pursuant to the 1934 Act within the time periods required by the 1934 Act and the 1934 Act Regulations. The Operating Partnership and the Company have has given the Representatives Representative notice of any filings made pursuant to the 1934 Act or the 1934 Act Regulations Regulations, within 48 hours prior to the Applicable Time. The Operating Partnership and ; the Company will prepare a final term sheet substantially in give the form set forth as Exhibit I Representative notice of its intention to Schedule B hereto (make any such filing from the “Final Term Sheet”) reflecting the final terms of the Securities, and shall file such Final Term Sheet as an “issuer free writing prospectus” pursuant to Rule 433 prior Applicable Time to the close of business two business days after the date hereof; provided that the Company shall Closing Time and will furnish the Representatives Representative with copies of any such Final Term Sheet documents a reasonable amount of time prior to such proposed filing and will not file or use or file any such document to which the Representatives or counsel to the Underwriters Representative shall reasonably object.

Filing of Amendments and Exchange Act Documents. Until the distribution end of the period during which a Prospectus is required to be delivered under the 1933 Act in connection with the offering of the Securities contemplated by the Underwriters is completethis Agreement, the Operating Partnership and the Company will give the Representatives Representative notice of their its intention to file or prepare any amendment to the Registration Statement or new registration statement relating to the Securities or any amendment, supplement or revision to either any preliminary prospectus (including any prospectus included in the Original Registration Statement or amendment or supplement thereto at the time it became effective), to any Preliminary Prospectus the General Disclosure Package or to the Prospectus, whether pursuant to the 1933 Act, the 1934 Act or otherwise, and the Operating Partnership and the Company will furnish the Representatives Representative with 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 document to which the Representatives Representative or counsel for the Underwriters shall reasonably object. The Operating Partnership and the Company agree, during the period when a prospectus is required This section (b) shall not apply to be delivered under the 1933 Act (filings or but for the exception afforded by Rule 172 of the 1933 Act Regulations (“Rule 172”) would be required to be delivered), to file all documents required to be filed with the Commission periodic or current reports pursuant to the 1934 Act within after the time periods required by date of this Agreement except as described in the 1934 Act and the 1934 Act Regulationsfollowing sentence. The Operating Partnership and the Company have has given the Representatives Representative notice of any filings made pursuant to the 1934 Act or 1934 Act Regulations within 48 hours prior to the Applicable Time. The Operating Partnership and ; the Company will prepare a final term sheet substantially in give the form set forth as Exhibit I Representative notice of its intention to Schedule B hereto (make any such filing from the “Final Term Sheet”) reflecting the final terms of the Securities, and shall file such Final Term Sheet as an “issuer free writing prospectus” pursuant to Rule 433 prior Applicable Time to the close of business two business days after the date hereof; provided that the Company shall Closing Time and will furnish the Representatives Representative with copies of any such Final Term Sheet documents a reasonable amount of time prior to such proposed filing filing, as the case may be, and will not file or use or file any such document to which the Representatives Representative or counsel to for the Underwriters shall reasonably object.

Filing of Amendments and Exchange Act Documents. Until the distribution of the Securities by the Underwriters is complete, the Operating Partnership and the The Company will give the Representatives [Representative[s]][Underwriters] notice of their its intention to file or prepare any amendment to the Registration Statement or new registration statement relating to the Securities or any amendment, supplement or revision to either any preliminary prospectus (including any prospectus included in the Original Registration Statement or amendment or supplement to any Preliminary Prospectus thereto at the time it became effective) or to the Prospectus, whether pursuant to the 1933 Act, the 1934 Act or otherwise, and the Operating Partnership and the Company will furnish the Representatives [Representative[s]][Underwriters] with 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 document to which the Representatives [Representative[s]][Underwriters] or counsel for the Underwriters shall reasonably object. The Operating Partnership and the Company agree, during the period when a prospectus is required to be delivered under the 1933 Act (or but for the exception afforded by Rule 172 of the 1933 Act Regulations (“Rule 172”) would be required to be delivered), to file all documents required to be filed with the Commission pursuant to the 1934 Act within the time periods required by the 1934 Act and the 1934 Act Regulations. The Operating Partnership and the Company have has given the Representatives [Representative[s]][Underwriters] notice of any filings made pursuant to the 1934 Act or 1934 Act Regulations within 48 hours prior to the Applicable Time; the Company will give the [Representative[s]][Underwriters] notice of its intention to make any such filing from the Applicable Time to the Closing Time and will furnish the [Representative[s]][Underwriters] with copies of any such documents a reasonable amount of time prior to such proposed filing and will not file or use any such document to which the [Representative[s]][Underwriters] or counsel for the Underwriters shall object. The Operating Partnership and the Company will prepare a final term sheet substantially in the form set forth as Exhibit I to Schedule B hereto (the “"Final Term Sheet”") reflecting the final terms of the Securities, in the form attached hereto as Schedule B and shall file such Final Term Sheet as an “"issuer free writing prospectus” " pursuant to Rule 433 prior to the close of business two business days after the date hereof; provided that the Company shall furnish the Representatives [Representative[s]][Underwriters] with copies of any such Final Term Sheet a reasonable amount of time prior to such proposed filing and will not use or file any such document to which the Representatives [Representative[s]][Underwriters] or counsel to the Underwriters shall reasonably object.

Filing of Amendments and Exchange Act Documents. Until the distribution of the Securities by the Underwriters is complete, the Operating Partnership and the Company will give the Representatives Representative notice of their its intention to file or prepare any amendment to the Registration Statement or new registration statement relating to the Securities or any amendment, supplement or revision to either any preliminary prospectus (including any prospectus included in the Original Registration Statement or amendment or supplement to any Preliminary Prospectus thereto at the time it became effective) or to the Prospectus, whether pursuant to the 1933 Act, the 1934 Act or otherwise, and the Operating Partnership and the Company will furnish the Representatives Representative with 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 document to which the Representatives Representative or counsel for the Underwriters shall reasonably object. The Operating Partnership and the Company agreeagrees, during the period when a prospectus the Prospectus is required to be delivered under the 1933 Act (or but for the exception afforded by Rule 172 of the 1933 Act Regulations (“Rule 172”) would be required to be delivered)Act, to will file all documents required to be filed with the Commission pursuant to the 1934 Act within the time periods required by the 1934 Act and the 1934 Act Regulations. The Operating Partnership and the Company have has given the Representatives Representative notice of any filings made pursuant to the 1934 Act or 1934 Act Regulations within 48 hours prior to the Applicable Initial Sale Time. The Operating Partnership and ; the Company will prepare a final term sheet substantially in give the form set forth as Exhibit I Representative notice of its intention to Schedule B hereto (the “Final Term Sheet”) reflecting the final terms of the Securities, and shall file such Final Term Sheet as an “issuer free writing prospectus” make any filing pursuant to Rule 433 prior the 1934 Act or the 1934 Act Regulations during the period from the Initial Sale Time to the close of business two business days after the date hereof; provided that the Company shall Closing Time and will furnish the Representatives Representative with copies of any such Final Term Sheet documents a reasonable amount of time prior to such proposed filing and will not file or use or file any such document to which the Representatives Representative or counsel to for the Underwriters shall reasonably object.

Filing of Amendments and Exchange Act Documents. Until the distribution of the Securities by the Underwriters is complete, the Operating Partnership and the The Company will give the Representatives Representative notice of their its intention to file or prepare any amendment to the Registration Statement or new registration statement relating to the Securities or any amendment amendment, supplement or supplement revision to either any Preliminary Prospectus (including any prospectus included in the Original Registration Statement or amendment thereto at the time it became effective) or to the Prospectus, whether pursuant to the 1933 Act, the 1934 Act or otherwise, and the Operating Partnership and the Company will furnish the Representatives Representative with 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 document to which the Representatives Representative or counsel for the Underwriters shall reasonably object. The Operating Partnership and the Company agree, during the period when a prospectus is required to be delivered under the 1933 Act (or but for the exception afforded by Rule 172 of the 1933 Act Regulations (“Rule 172”) would be required to be delivered), to file all documents required to be filed with the Commission pursuant to the 1934 Act within the time periods required by the 1934 Act and the 1934 Act Regulations. The Operating Partnership and the Company have has given the Representatives Representative notice of any filings made pursuant to the 1934 Act or the 1934 Act Regulations within 48 hours prior to the Applicable Time. The Operating Partnership and ; the Company will prepare give the Representative notice of its intention to make any such filing from the Applicable Time to the Closing Time and will furnish the Representative with copies of any such documents a reasonable amount of time prior to such proposed filing, as the case may be, and will not file or use any such document to which the Representative or counsel for the Underwriters shall reasonably object. The Company has prepared a final term sheet substantially in the form set forth as Exhibit I to Schedule B hereto (the “Final Term Sheet”) reflecting the final terms of the Securities, a copy of which is attached hereto as Schedule F (the "Final Term Sheet"), and shall file such Final Term Sheet as an “"issuer free writing prospectus” " pursuant to Rule 433 prior to the close of business two business days after the date hereof; provided that the Company shall furnish the Representatives with copies of such Final Term Sheet a reasonable amount of time prior to such proposed filing and will not use or file any such document to which the Representatives or counsel to the Underwriters shall reasonably object.

Filing of Amendments and Exchange Act Documents. Until the distribution of the Securities by the Underwriters is complete, the Operating Partnership and the Company will give the Representatives Representative notice of their its intention to file or prepare any amendment to the Registration Statement or new registration statement relating to the Securities or any amendment, supplement or revision to either any preliminary prospectus (including any prospectus included in the Original Registration Statement or amendment or supplement to any Preliminary Prospectus thereto at the time it became effective) or to the Prospectus, whether pursuant to the 1933 Act, the 1934 Act or otherwise, and the Operating Partnership and the Company will furnish the Representatives Representative with 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 document to which the Representatives Representative or counsel for the Underwriters shall reasonably object. The Operating Partnership and the Company agreeagrees, during the period when a prospectus the Prospectus is required to be delivered under the 1933 Act (or but for the exception afforded by Rule 172 of the 1933 Act Regulations (“Rule 172”) would be required to be delivered)Act, to will file all documents required to be filed with the Commission pursuant to the 1934 Act within the time periods required by the 1934 Act and the 1934 Act Regulations. The Operating Partnership and the Company have has given the Representatives Representative notice of any filings made pursuant to the 1934 Act or 1934 Act Regulations within 48 hours prior to the Applicable Initial Sale Time; the Company will give the Representative notice of its intention to make any filing pursuant to the 1934 Act or the 1934 Act Regulations during the period from the Initial Sale Time to the Closing Time and will furnish the Representative with copies of any such documents a reasonable amount of time prior to such proposed filing and will not file or use any such document to which the Representative or counsel for the Underwriters shall reasonably object. The Operating Partnership and the Company will prepare a final term sheet substantially in the form set forth as Exhibit I an attachment to Schedule B hereto (the “Final Term Sheet”) reflecting the final terms of the Securities, and shall file such Final Term Sheet as an “issuer free writing prospectus” pursuant to Rule 433 prior to the close of business two business days after the date hereof; provided that the Company shall furnish the Representatives Representative with copies of any such Final Term Sheet a reasonable amount of time prior to such proposed filing and will not use or file any such document to which the Representatives Representative or counsel to the Underwriters shall reasonably object.

Filing of Amendments and Exchange Act Documents. Until the distribution of the Securities by the Underwriters is complete, the Operating Partnership and the Company The Fund will give the Representatives Placement Agent notice of their its intention to file or prepare any amendment to the Registration Statement or new registration statement relating to the Securities offering, issuance or sale of Shares (including any filing under Rule 462(d)) or any amendment amendment, supplement or supplement revision to any Preliminary Prospectus 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 the Operating Partnership and the Company will furnish the Representatives Placement Agent with 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 document documents to which the Representatives Placement Agent or counsel for the Underwriters Placement Agent shall reasonably object. The Operating Partnership and the Company agree, during the period when a prospectus is required to be delivered under the 1933 Act (or but for the exception afforded by Rule 172 of the 1933 Act Regulations (“Rule 172”) would be required to be delivered), to file all documents required to be filed with the Commission pursuant to the 1934 Act within the time periods required by the 1934 Act and the 1934 Act Regulations. The Operating Partnership and the Company have Fund has given the Representatives Placement Agent notice of any filings made pursuant to the 1934 Act or the rules and regulations of the Commission under the 1934 Act Regulations (the "1934 ACT REGULATIONS") within 48 hours prior to the Applicable Time. The Operating Partnership and the Company will prepare a final term sheet substantially in the form set forth as Exhibit I to Schedule B hereto (the “Final Term Sheet”) reflecting the final terms of the Securities, and shall file such Final Term Sheet as an “issuer free writing prospectus” pursuant to Rule 433 prior to the close of business two business days after the date hereof; provided that the Company shall Fund will give the Placement Agent notice of its intention to make any such filing from the date hereof to the Closing Time and will furnish the Representatives Placement Agent with copies of any such Final Term Sheet documents a reasonable amount of time prior to such proposed filing filing, or as the case may be, and will not file or use or file any such document to which the Representatives Placement Agent or counsel for the Placement Agent shall object; provided, however that this covenant shall not apply to any post-effective amendment required by Rule 8b-16 of the Underwriters shall reasonably object1940 Act which is filed with the Commission after the later of (x) one year from the date of this Agreement or (y) the date on which the distribution of the Shares is completed.

Filing of Amendments and Exchange Act Documents. Until the distribution of the Securities by the Underwriters is complete, the Operating Partnership and the Company will give the Representatives Underwriters notice of their its intention to file or prepare any amendment to the Registration Statement or new registration statement relating to the Securities or any amendment or supplement to any Preliminary Prospectus preliminary prospectus (including the base prospectus included in the Original Registration Statement or amendment thereto at the time it became effective) or to the Prospectus, whether pursuant to the 1933 Act, the 1934 Act or otherwise, and the Operating Partnership and the Company will furnish the Representatives Underwriters with 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 document to which the Representatives Underwriters or counsel for the Underwriters shall reasonably object. The Operating Partnership and the Company agreeagrees, during the period when a prospectus is required to be delivered under the 1933 Act (or but for the exception afforded by Rule 172 of the 1933 Act Regulations (“Rule 172”) would be required to be delivered), to file all documents required to be filed with the Commission pursuant to the 1934 Act within the time periods required by the 1934 Act and the 1934 Act Regulations. The Operating Partnership and the Company have has given the Representatives Underwriters notice of any filings made pursuant to the 1934 Act or 1934 Act Regulations within 48 hours prior to the Applicable Initial Sale Time; the Company will give the Underwriters notice of its intention to make any filing pursuant to the 1934 Act or the 1934 Act Regulations during the period from the Initial Sale Time to the Closing Time and will furnish the Underwriters with copies of any such documents a reasonable amount of time prior to such proposed filing and will not file or use any such document to which the Underwriters or counsel for the Underwriters shall reasonably object. The Operating Partnership and the Company will prepare a final term sheet substantially in the form set forth as Exhibit I an attachment to Schedule B hereto (the “Final Term Sheet”) reflecting the final terms of the Securities, and shall file such Final Term Sheet as an “issuer free writing prospectus” pursuant to Rule 433 prior to the close of business two business days after the date hereof; provided that the Company shall furnish the Representatives Underwriters with copies of any such Final Term Sheet a reasonable amount of time prior to such proposed filing and will not use or file any such document to which the Representatives Underwriters or counsel to the Underwriters shall reasonably object.

Filing of Amendments and Exchange Act Documents. Until the distribution end of the period during which a Prospectus is required to be delivered under the 1933 Act in connection with the offering of the Securities is contemplated by the Underwriters is completethis Agreement, the Operating Partnership and the Company will give the Representatives Xxxxxxx Sachs notice of their its intention to file or prepare any amendment to the Registration Statement or new registration statement relating to the Securities or any amendment, supplement or revision to either any preliminary prospectus (including any prospectus included in the Original Registration Statement or amendment or supplement to any Preliminary Prospectus thereto at the time it became effective) or to the Prospectus, whether pursuant to the 1933 Act, the 1934 Act or otherwise, and the Operating Partnership and the Company will furnish the Representatives Xxxxxxx Xxxxx with 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 document to which the Representatives Xxxxxxx Sachs or its counsel for the Underwriters shall reasonably object. The Operating Partnership and the Company agree, during the period when a prospectus is required This section (b) shall not apply to be delivered under the 1933 Act (filings or but for the exception afforded by Rule 172 of the 1933 Act Regulations (“Rule 172”) would be required to be delivered), to file all documents required to be filed with the Commission periodic or current reports pursuant to the 1934 Act within after the time periods required by date of this Agreement except as described in the 1934 Act and the 1934 Act Regulationsfollowing sentence. The Operating Partnership and the Company have has given the Representatives Xxxxxxx Xxxxx notice of any filings made pursuant to the 1934 Act or 1934 Act Regulations within 48 hours prior to the Applicable Time. The Operating Partnership and ; the Company will prepare a final term sheet substantially in give Xxxxxxx Sachs notice of its intention to make any such filing from the form set forth as Exhibit I to Schedule B hereto (the “Final Term Sheet”) reflecting the final terms of the Securities, and shall file such Final Term Sheet as an “issuer free writing prospectus” pursuant to Rule 433 prior Applicable Time to the close of business two business days after the date hereof; provided that the Company shall Closing Time and will furnish the Representatives Xxxxxxx Xxxxx with copies of any such Final Term Sheet documents a reasonable amount of time prior to such proposed filing filing, as the case may be, and will not file or use or file any such document to which the Representatives Xxxxxxx Sachs or its counsel to the Underwriters shall reasonably object.