Common use of Default by One or More of the Underwriters Clause in Contracts

Default by One or More of the Underwriters. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder (the "Defaulted Securities") and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the non-defaulting Underwriter or Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the non-defaulting Underwriter or Underwriters shall not have completed such arrangements within such 24-hour period, then the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto bear to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any non-defaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding seven days, as the non-defaulting Underwriter or Underwriters shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. No action taken pursuant to this Section 9 shall relieve any defaulting Underwriter from its liability in respect of its default.

Default by One or More of the Underwriters. If If, on the Delivery Date, any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder (the "Defaulted Securities") and such failure to purchase shall constitute a default defaults in the performance of its or their obligations under this Agreement, the remaining non-defaulting Underwriter or Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the non-defaulting Underwriter or Underwriters shall not have completed such arrangements within such 24-hour period, then the remaining Underwriters shall be obligated severally to take up and pay for (purchase the Notes which the defaulting Underwriter agreed but failed to purchase on the Delivery Date in the respective proportions which the principal amount of Securities Notes set forth opposite their names the name of each remaining non-defaulting Underwriter in Schedule II I hereto bear bears to the total aggregate principal amount of Securities Notes set forth opposite the names of all the remaining Underwriters) the Securities which the non-defaulting Underwriter or Underwriters agreed but failed to purchasein Schedule I hereto; provided, however, that in the event that remaining non-defaulting Underwriters shall not be obligated to purchase any of the Notes on the Delivery Date if the total aggregate principal amount of Securities Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 9.09% of the total aggregate principal amount of Notes to be purchased on the Delivery Date, and any remaining non-defaulting Underwriter shall exceed 10not be obligated to purchase more than 110% of the aggregate principal amount of Securities set forth in Schedule II heretoNotes which it agreed to purchase on the Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Underwriters who so agree, shall have the right to purchase allright, but shall not be under any obligation obligated, to purchase anypurchase, of in such proportion as may be agreed upon among them, all the Securities, and if such non-defaulting Notes to be purchased on the Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Underwriters do not elect to purchase all the SecuritiesNotes which the defaulting Underwriter or Underwriters agreed but failed to purchase on the Delivery Date, this Agreement will shall terminate without liability to on the part of any non-defaulting Underwriter or the Company. In Transaction Entities, except that the event Transaction Entities will continue to be liable for the payment of a default by any Underwriter as expenses to the extent set forth in Sections 6 and 12. As used in this Agreement, the term "Underwriter" includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto who, pursuant to this Section 9, the Closing Date shall be postponed for such period, not exceeding seven days, as the non-purchases Notes which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Transaction Entities for damages caused by its default. If other underwriters are obligated or agree to purchase the Notes of a defaulting or withdrawing Underwriter, either the Underwriters shall determine or the Company may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the required changes opinion of counsel for the Operating Partnership or counsel for the Underwriters may be necessary in the Registration Statement and Statement, the Final Prospectus or in any other documents document or arrangements may be effected. No action taken pursuant to this Section 9 shall relieve any defaulting Underwriter from its liability in respect of its defaultarrangement.

Default by One or More of the Underwriters. If If, at the Closing Time or any Date of Delivery, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase the Securities that it has or they have agreed to purchase hereunder on such date (the “Defaulted Securities”), and pay for any the aggregate principal amount of Defaulted Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than 10% of the aggregate principal amount of the Securities agreed to be purchased by on such Underwriter or Underwriters hereunder (the "Defaulted Securities") and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreementdate, the non-defaulting Underwriter or Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the non-defaulting Underwriter or Underwriters shall not have completed such arrangements within such 24-hour period, then the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which that the aggregate principal amount of Initial Securities set forth opposite their respective names in Schedule II hereto bear I bears to the aggregate principal amount of Initial Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the remaining Underwriters) Representative may specify, to purchase the Initial Securities which the such defaulting Underwriter or Underwriters agreed but failed or refused to purchasepurchase on such date; provided, however, that in the no event that shall the aggregate principal amount of Securities which that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of 10% of such Securities without the defaulting written consent of such Underwriter. If, at the Closing Time, any Underwriter or Underwriters agreed but failed shall fail or refuse to purchase shall exceed Initial Securities and the aggregate principal amount of Initial Securities with respect to which such default occurs is more than 10% of the aggregate principal amount of Initial Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securitiespurchased on such date, and if arrangements satisfactory to the Representative and the Company for the purchase of such non-defaulting Underwriters do Initial Securities are not purchase all the Securitiesmade within 48 hours after such default, this Agreement will shall terminate without liability to on the part of any non-defaulting Underwriter or the Company. In , except that the event Company will continue to be liable for the payment of a default by any Underwriter as expenses to the extent set forth in this Section 9, 4 hereof. In any such case either the Representative or the Company shall have the right to postpone the Closing Date shall be postponed Time, but in no event for such period, not exceeding longer than seven days, as the non-defaulting Underwriter or Underwriters shall determine in order that the required changes changes, if any, in the Registration Statement Statement, the Pricing Disclosure Package, and the Final Prospectus or in any other documents or arrangements may be effected. If, on any Date of Delivery, any Underwriter or Underwriters shall fail or refuse to purchase Option Securities and the aggregate principal amount of Option Securities with respect to which such default occurs is more than 10% of the aggregate principal amount of Option Securities to be purchased on such Date of Delivery, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Option Securities to be sold on such Date of Delivery or (ii) purchase not less than the aggregate principal amount of Option Securities that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10. No action taken pursuant to this Section 9 10 shall relieve any defaulting Underwriter from its liability in respect of its default.

Default by One or More of the Underwriters. If any one or more of the Underwriters shall fail at the Closing Time to purchase and pay for any of the Underwritten Securities agreed which it or they are obligated to be purchased by such Underwriter or Underwriters hereunder purchase under the applicable Terms Agreement (the "Defaulted Securities") and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement), the non-defaulting Underwriter or Underwriters then you shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the non-defaulting Underwriter or Underwriters you shall not have completed such arrangements within such 24-hour period, then then: if the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount total number of Defaulted Securities set forth opposite their names in Schedule II hereto bear to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall does not exceed 10% of the aggregate amount total number of Underwritten Securities set forth in Schedule II heretoto be purchased pursuant to such Terms Agreement, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting Underwriters do named in such Terms Agreement shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or if the Securitiestotal number of Defaulted Securities exceeds 10% of the total number of Underwritten Securities to be purchased pursuant to such Terms Agreement, this the applicable Terms Agreement will shall terminate without liability to on the part of any non-defaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding seven days, as the non-defaulting Underwriter or Underwriters shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effectedUnderwriter. No action taken pursuant to this Section 9 shall relieve any defaulting Underwriter from its liability in respect of its defaultdefault under this Agreement and the applicable Terms Agreement. In the event of any such default which does not result in a termination of the applicable Terms Agreement, either you or the Company shall have the right to postpone the Closing Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement or the Prospectus or in any other documents or arrangements.

Default by One or More of the Underwriters. If any one or more of the Underwriters shall fail at Closing Time to purchase and pay for any of the Securities agreed which it or they are obligated to be purchased by such Underwriter or Underwriters hereunder purchase under this Agreement (the "“Defaulted Securities") and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement”), the non-defaulting Underwriter or Underwriters Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the non-defaulting Underwriter or Underwriters Representatives shall not have completed such arrangements within such 24-hour period, then then: • if the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount number of Defaulted Securities set forth opposite their names in Schedule II hereto bear to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall does not exceed 10% of the aggregate principal amount of the Securities set forth in Schedule II heretoto be purchased hereunder, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, each of the Securities, and if such non-defaulting Underwriters do shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or • if the Securitiesnumber of Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased hereunder, this Agreement will shall terminate without liability to on the part of any non-defaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding seven days, as the non-defaulting Underwriter or Underwriters shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effectedUnderwriter. No action taken pursuant to this Section 9 shall relieve any defaulting Underwriter from its liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, either the Representatives or the Company shall have the right to postpone Closing Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. If any one or more of the Underwriters shall fail at the Closing Time to purchase and pay for any of the Securities agreed which it or they are obligated to be purchased by such Underwriter or Underwriters hereunder purchase under this Agreement (the "“Defaulted Securities") and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement”), the non-defaulting Underwriter or Underwriters Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the non-defaulting Underwriter or Underwriters Representative shall not have completed such arrangements within such 24-hour period, then if the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the aggregate principal amount of Defaulted Securities set forth opposite their names in Schedule II hereto bear to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall does not exceed 10% of the aggregate principal amount of Securities set forth in Schedule II heretoto be purchased, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, each of the Securities, and if such non-defaulting Underwriters do shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or if the Securitiesaggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of Securities to be purchased, this Agreement will shall terminate without liability to on the part of any non-defaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding seven days, as the non-defaulting Underwriter or Underwriters shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effectedUnderwriter. No action taken pursuant to this Section 9 shall relieve any defaulting Underwriter from its liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, either the (i) Representative or (ii) the Company shall have the right to postpone Closing Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. (a) If any one or more Underwriters Underwriter shall fail default in its obligation to purchase the Notes which it has agreed to purchase hereunder on the Closing Date, you may in your discretion arrange for you or another party or other parties to purchase such Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Notes, then the Corporation shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to you to purchase such Notes on such terms. In the event that, within the respective prescribed periods, you notify the Corporation that you have so arranged for the purchase of such Notes, or the Corporation notifies you that it has so arranged for the purchase of such Notes, you or the Corporation shall have the right to postpone such Closing Date for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and pay the Corporation agrees to file promptly any amendments to the Registration Statement or the Prospectus which may be required. The term "Underwriter" as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Notes. (b) If, after giving effect to any arrangements for any the purchase of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder (the "Defaulted Securities") and such failure to purchase shall constitute Notes of a default in the performance of its or their obligations under this Agreement, the non-defaulting Underwriter or Underwriters shall have by you or the rightCorporation as provided in subsection (a) above, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the non-defaulting Underwriter or Underwriters shall not have completed such arrangements within such 24-hour period, then the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto bear to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities such Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall remains unpurchased does not exceed 10% one-eleventh of the aggregate amount of Securities set forth in Schedule II heretoall the Notes to be purchased at such Closing Date, then the remaining Underwriters Corporation shall have the right to require each non-defaulting Underwriter to purchase allthe amount of Notes which such Underwriter agreed to purchase hereunder at such Closing Date and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the amount of Notes which such Underwriter agreed to purchase hereunder) of the Notes of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Notes of a defaulting Underwriter or Underwriters by you or the Corporation as provided in subsection (a) above, the aggregate amount of such Notes which remains unpurchased exceeds one-eleventh of the aggregate amount of all the Notes to be purchased at such Closing Date, or if the Corporation shall not be under any obligation exercise the right described in subsection (b) above to purchase any, of the Securities, and if such require non-defaulting Underwriters do not to purchase all the SecuritiesNotes of a defaulting Underwriter or Underwriters, then this Agreement will terminate shall thereupon terminate, without liability to on the part of any non-defaulting Underwriter or the Company. In Corporation, except for the event of a default expenses to be borne by any Underwriter the Corporation as set forth provided in this Section 9, the Closing Date shall be postponed for such period, not exceeding seven days, as the non-defaulting Underwriter or Underwriters shall determine in order that the required changes in the Registration Statement 5(h) hereof and the Final Prospectus or indemnity agreement in any other documents or arrangements may be effected. No action taken pursuant to this Section 9 7 hereof; but nothing herein shall relieve any a defaulting Underwriter from its liability in respect of for its default. 9.

Default by One or More of the Underwriters. If any one or more of the Underwriters shall fail at Closing Time to purchase and pay for any of the Securities agreed Notes which it or they are obligated to be purchased by such Underwriter or Underwriters hereunder purchase under this Agreement (the "“Defaulted Securities") and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement”), the non-defaulting Underwriter or Underwriters Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the non-defaulting Underwriter or Underwriters Representatives shall not have completed such arrangements within such 24-hour period, then if the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount number of Defaulted Securities set forth opposite their names in Schedule II hereto bear to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall does not exceed 10% of the aggregate amount number of Securities set forth in Schedule II heretoNotes to be purchased on such date, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, each of the Securities, and if such non-defaulting Underwriters do shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all the Securities, this Agreement will terminate without liability to any non-defaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding seven days, as the non-defaulting Underwriter or Underwriters shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effectedUnderwriters. No action taken pursuant to this Section 9 shall relieve any defaulting Underwriter from its liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, either the (i) Representatives or (ii) the Parent Guarantor shall have the right to postpone Closing Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. If If, on either Delivery Date, any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder (the "Defaulted Securities") and such failure to purchase shall constitute a default defaults in the performance of its or their obligations under this Agreement, the remaining non-defaulting Underwriter or Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the non-defaulting Underwriter or Underwriters shall not have completed such arrangements within such 24-hour period, then the remaining Underwriters shall be obligated severally to take up and pay for (purchase the Shares which the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the amount number of Securities Firm Shares set forth opposite their names the name of each remaining non-defaulting Underwriter in Schedule II 1 hereto bear bears to the aggregate amount total number of Securities Firm Shares set forth opposite the names of all the remaining Underwriters) the Securities which the non-defaulting Underwriter or Underwriters agreed but failed to purchasein Schedule 1 hereto; provided, however, that in the event that remaining non-defaulting Underwriters shall not be obligated to purchase any of the aggregate amount Shares on such Delivery Date if the total number of Securities Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10on such date exceeds 9.09% of the aggregate amount total number of Securities set forth in Schedule II heretoShares to be purchased on such Delivery Date, and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the number of Shares which it agreed to purchase on such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining Underwriters non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right to purchase allright, but shall not be under any obligation obligated, to purchase, in such proportion as may be agreed upon among them, all the Shares to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase any, of the Securities, and if Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase on such non-defaulting Underwriters do not purchase all the SecuritiesDelivery Date, this Agreement will (or, with respect to the Second Delivery Date, the obligation of the Underwriters to purchase, and of the Company to sell, the Option Shares) shall terminate without liability to on the part of any non-defaulting Underwriter or the Company. In Transaction Entities, except that the event Transaction Entities will continue to be liable for the payment of a default by any Underwriter as expenses to the extent set forth in Sections 6 and 12. As used in this Agreement, the term "Underwriter" includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule 1 hereto who, pursuant to this Section 9, the Closing Date shall be postponed for such period, not exceeding seven days, as the non-purchases Initial Shares which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Transaction Entities for damages caused by its default. If other underwriters are obligated or Underwriters shall determine agree to purchase the Shares of a defaulting or withdrawing Underwriter, either the Representatives or the Company may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the required changes opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement and Statement, the Final Prospectus or in any other documents document or arrangements may be effected. No action taken pursuant to this Section 9 shall relieve any defaulting Underwriter from its liability in respect of its defaultarrangement.

Default by One or More of the Underwriters. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder (the "“Defaulted Securities"”) and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the non-defaulting Underwriter or Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the non-defaulting Underwriter or Underwriters shall not have completed such arrangements within such 24-hour period, then the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto bear to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any non-defaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding seven days, as the non-defaulting Underwriter or Underwriters shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. No action taken pursuant to this Section 9 shall relieve any defaulting Underwriter from its liability in respect of its default.

Default by One or More of the Underwriters. If any one or more of the Underwriters shall fail at the Closing Time to purchase and pay for any of the Securities agreed which it or they are obligated to be purchased by such Underwriter or Underwriters hereunder purchase under this Agreement (the "“Defaulted Securities") and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement”), the non-defaulting Underwriter or Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the non-defaulting Underwriter or Underwriters shall not have completed such arrangements within such 24-hour period, then if the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the aggregate principal amount of Defaulted Securities set forth opposite their names in Schedule II hereto bear to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall does not exceed 10% of the aggregate principal amount of Securities set forth in Schedule II heretoto be purchased, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, each of the Securities, and if such non-defaulting Underwriters do shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or if the Securitiesaggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of Securities to be purchased, this Agreement will shall terminate without liability to on the part of any non-defaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding seven days, as the non-defaulting Underwriter or Underwriters shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effectedUnderwriter. No action taken pursuant to this Section 9 shall relieve any defaulting Underwriter from its liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, either (i) the non-defaulting Underwriters or (ii) the Company shall have the right to postpone Closing Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. If any one or more of the Underwriters participating in an offering of Securities shall fail at the applicable Closing Time to purchase and pay for any of the Securities agreed which it or they are obligated to be purchased by such Underwriter or Underwriters purchase hereunder and under the applicable Pricing Agreement (the "Defaulted Securities") and such failure ), then you, as the Representatives of the Underwriters, shall use your reasonable efforts to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the non-defaulting Underwriter or Underwriters shall have the right, procure within 24 36 hours thereafter, to make arrangements for thereafter one or more of the non-defaulting other Underwriters, or any other underwritersothers, to purchase all, but not less than all, of from the Defaulted Securities in Company such amounts as may be agreed upon and upon the terms herein set forth; if, however, the non-defaulting Underwriter or Underwriters shall not have completed such arrangements within such 24-hour period, then the remaining Underwriters shall be obligated severally to take up forth therein and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto bear to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) applicable Pricing Agreement, the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided. If during such 36 hours you, howeveras such Representatives, that in shall not have procured such other Underwriters, or any others, to purchase the event that Securities agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate amount of the Defaulted Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall does not exceed 10% of the Securities covered by the applicable Pricing Agreement, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Securities which they are obligated to purchase under such Pricing Agreement, to purchase the Securities which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate amount of the Defaulted Securities set forth in Schedule II heretoexceeds 10% of the Securities covered by the applicable Pricing Agreement, the remaining Company or you as the Representatives of the Underwriters shall will have the right right, by written notice given within the next 36-hour period to purchase allthe parties to the applicable Pricing Agreement, but shall not be under any obligation to purchase any, of terminate the Securities, and if such non-defaulting Underwriters do not purchase all the Securities, this applicable Pricing Agreement will terminate without liability to on the part of any non-defaulting Underwriter. No action pursuant to this Section shall relieve any defaulting Underwriter or the Companyfrom liability in respect of its default. In the event of any such default which does not result in a default by any Underwriter as set forth in this Section 9termination of the applicable Pricing Agreement, the Closing Date shall be postponed for such period, not exceeding seven days, as either the non-defaulting Underwriter or Underwriters Underwriters, as the case may be, or the Company shall determine have the right to postpone the Closing Time for a period not exceeding seven days in order that the to effect any required changes in the Registration Statement and the Final or Prospectus or in any other documents or arrangements may be effected. No action taken pursuant to this Section 9 shall relieve any defaulting Underwriter from its liability in respect of its defaultarrangement.

Default by One or More of the Underwriters. If If, on either Delivery Date, any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder (the "Defaulted Securities") and such failure to purchase shall constitute a default defaults in the performance of its or their obligations under this Agreement, the remaining non-defaulting Underwriter or Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the non-defaulting Underwriter or Underwriters shall not have completed such arrangements within such 24-hour period, then the remaining Underwriters shall be obligated severally to take up and pay for (purchase the Shares which the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the amount number of Securities Initial Shares set forth opposite their names the name of each remaining non-defaulting Underwriter in Schedule II 1 hereto bear bears to the aggregate amount total number of Securities Initial Shares set forth opposite the names of all the remaining Underwriters) the Securities which the non-defaulting Underwriter or Underwriters agreed but failed to purchasein Schedule 1 hereto; provided, however, that in the event that remaining non-defaulting Underwriters shall not be obligated to purchase any of the aggregate amount Shares on such Delivery Date if the total number of Securities Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10on such date exceeds ____% of the aggregate amount total number of Securities set forth in Schedule II heretoShares to be purchased on such Delivery Date, and any remaining non-defaulting Underwriter shall not be obligated to purchase more than ____% of the number of Shares which it agreed to purchase on such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining Underwriters non-defaulting Underwriters, or those other underwriters satisfactory to the Representative who so agree, shall have the right to purchase allright, but shall not be under any obligation obligated, to purchase, in such proportion as may be agreed upon among them, all the Shares to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representative do not elect to purchase any, of the Securities, and if shares which the defaulting Underwriter or Underwriters agreed but failed to purchase on such non-defaulting Underwriters do not purchase all the SecuritiesDelivery Date, this Agreement will (or, with respect to the Second Delivery Date, the obligation of the Underwriters to purchase, and of the Company to sell, the Option Shares) shall terminate without liability to on the part of any non-defaulting Underwriter or the Company. In , except that the event Company will continue to be liable for the payment of a default by any Underwriter as expenses to the extent set forth in Section 7. As used in this Section 9Agreement, the Closing Date shall be postponed for such period, not exceeding seven days, as the non-defaulting Underwriter or Underwriters shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. No action taken pursuant to this Section 9 shall relieve any defaulting Underwriter from its liability in respect of its default.term "Underwriter"

Default by One or More of the Underwriters. If any one or more of the Underwriters shall fail to purchase and pay for any of the Securities Shares agreed to be purchased by such Underwriter or Underwriters hereunder (the "Defaulted Securities") and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the non-defaulting Underwriter or Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the non-defaulting Underwriter or Underwriters shall not have completed such arrangements within such 24-hour period, then the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities Shares set forth opposite their names in Schedule II A hereto bear bears to the aggregate amount of Securities Shares set forth opposite the names of all the remaining Underwriters) the Securities Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase; providedPROVIDED, howeverHOWEVER, that in the event that the aggregate amount of Securities Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Securities Shares set forth in Schedule II A hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the SecuritiesShares, and if such non-defaulting nondefaulting Underwriters do not purchase all of the SecuritiesShares, this Agreement will terminate without liability to any non-defaulting nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 910, the Closing Date Time shall be postponed for such period, not exceeding seven daysfive Business Days, as the non-defaulting Underwriter or Underwriters Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. No action taken pursuant to Nothing contained in this Section 9 Agreement shall relieve any defaulting Underwriter from its liability in respect of its defaultliability, if any, to the Company or the Selling Shareholder and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by One or More of the Underwriters. If If, at the Closing Time or any Date of Delivery, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase the Securities that it has or they have agreed to purchase hereunder on such date (the “Defaulted Securities”), and pay for any the aggregate principal amount of Defaulted Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than 10% of the aggregate principal amount of the Securities agreed to be purchased by on such Underwriter or Underwriters hereunder (the "Defaulted Securities") and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreementdate, the non-defaulting Underwriter or Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the non-defaulting Underwriter or Underwriters shall not have completed such arrangements within such 24-hour period, then the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which that the aggregate principal amount of Initial Securities set forth opposite their respective names in Schedule II hereto bear I bears to the aggregate principal amount of Initial Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the remaining Underwriters) Representative may specify, to purchase the Initial Securities which the such defaulting Underwriter or Underwriters agreed but failed or refused to purchasepurchase on such date; provided, however, provided that in the no event that shall the aggregate principal amount of Securities which that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of 10% of such Securities without the defaulting written consent of such Underwriter. If, at the Closing Time, any Underwriter or Underwriters agreed but failed shall fail or refuse to purchase shall exceed Initial Securities and the aggregate principal amount of Initial Securities with respect to which such default occurs is more than 10% of the aggregate principal amount of Initial Securities to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Initial Securities are not made within 48 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter, the Transaction Entities, except that the Transaction Entities will continue to be liable for the payment of expenses to the extent set forth in Schedule II hereto, Section 4 hereof. In any such case either the remaining Underwriters Representative or the Company shall have the right to purchase allpostpone the Closing Time, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any non-defaulting Underwriter or the Company. In the in no event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding longer than seven days, as the non-defaulting Underwriter or Underwriters shall determine in order that the required changes changes, if any, in the Registration Statement and Statement, the Final General Disclosure Package, the Prospectus or in any other documents or arrangements may be effected. If, on any Date of Delivery, any Underwriter or Underwriters shall fail or refuse to purchase Option Securities and the aggregate principal amount of Option Securities with respect to which such default occurs is more than 10% of the aggregate principal amount of Option Securities to be purchased on such Date of Delivery, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Option Securities to be sold on such Date of Delivery or (ii) purchase not less than the aggregate principal amount of Option Securities that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10. No action taken pursuant to this Section 9 10 shall relieve any defaulting Underwriter from its liability in respect of its default.

Default by One or More of the Underwriters. If If, at the Closing Time or any Date of Delivery, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase the Securities that it has or they have agreed to purchase hereunder on such date (the “Defaulted Securities”), and pay for any the aggregate principal amount of Defaulted Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than 10% of the aggregate principal amount of the Securities agreed to be purchased by on such Underwriter or Underwriters hereunder (the "Defaulted Securities") and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreementdate, the non-defaulting Underwriter or Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the non-defaulting Underwriter or Underwriters shall not have completed such arrangements within such 24-hour period, then the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which that the aggregate principal amount of Initial Securities set forth opposite their respective names in Schedule II hereto bear I bears to the aggregate principal amount of Initial Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the remaining Underwriters) Representative may specify, to purchase the Initial Securities which the such defaulting Underwriter or Underwriters agreed but failed or refused to purchasepurchase on such date; provided, however, that in the no event that shall the aggregate principal amount of Securities which that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of 10% of such Securities without the defaulting written consent of such Underwriter. If, at the Closing Time, any Underwriter or Underwriters agreed but failed shall fail or refuse to purchase shall exceed Initial Securities and the aggregate principal amount of Initial Securities with respect to which such default occurs is more than 10% of the aggregate principal amount of Initial Securities to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Initial Securities are not made within 48 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter, the Transaction Entities, except that the Transaction Entities will continue to be liable for the payment of expenses to the extent set forth in Schedule II hereto, Section 4 hereof. In any such case either the remaining Underwriters Representative or the Company shall have the right to purchase allpostpone the Closing Time, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any non-defaulting Underwriter or the Company. In the in no event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding longer than seven days, as the non-defaulting Underwriter or Underwriters shall determine in order that the required changes changes, if any, in the Registration Statement and Statement, the Final General Disclosure Package, the Prospectus or in any other documents or arrangements may be effected. If, on any Date of Delivery, any Underwriter or Underwriters shall fail or refuse to purchase Option Securities and the aggregate principal amount of Option Securities with respect to which such default occurs is more than 10% of the aggregate principal amount of Option Securities to be purchased on such Date of Delivery, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Option Securities to be sold on such Date of Delivery or (ii) purchase not less than the aggregate principal amount of Option Securities that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10. No action taken pursuant to this Section 9 10 shall relieve any defaulting Underwriter from its liability in respect of its default.

Default by One or More of the Underwriters. If If, on either Delivery Date, any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder (the "Defaulted Securities") and such failure to purchase shall constitute a default defaults in the performance of its or their obligations under this Agreement, the remaining non-defaulting Underwriter or Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the non-defaulting Underwriter or Underwriters shall not have completed such arrangements within such 24-hour period, then the remaining Underwriters shall be obligated severally to take up and pay for (purchase the Shares which the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the amount number of Securities Firm Shares set forth opposite their names the name of each remaining non-defaulting Underwriter in Schedule II 1 hereto bear bears to the aggregate amount total number of Securities Firm Shares set forth opposite the names of all the remaining Underwriters) the Securities which the non-defaulting Underwriter or Underwriters agreed but failed to purchasein Schedule 1 hereto; provided, however, that in the event that remaining non-defaulting Underwriters shall not be obligated to purchase any of the aggregate amount Shares on such Delivery Date if the total number of Securities Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10on such date exceeds 9.09% of the aggregate amount total number of Securities set forth in Schedule II heretoShares to be purchased on such Delivery Date, and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the number of Shares which it agreed to purchase on such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining Underwriters non-defaulting Underwriters, or those other underwriters satisfactory to the Representative who so agree, shall have the right to purchase allright, but shall not be under any obligation obligated, to purchase, in such proportion as may be agreed upon among them, all the Shares to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representative do not elect to purchase any, of the Securities, and if Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase on such non-defaulting Underwriters do not purchase all the SecuritiesDelivery Date, this Agreement will (or, with respect to the Second Delivery Date, the obligation of the Underwriters to purchase, and of the REIT to sell, the Option Shares) shall terminate without liability to on the part of any non-defaulting Underwriter or the Company. In , except that the event Company will continue to be liable for the payment of a default by any Underwriter as expenses to the extent set forth in Sections 6 and 13 and for indemnification and contribution as provided in Section 11. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule 1 hereto who, pursuant to this Section 9, the Closing Date shall be postponed for such period, not exceeding seven days, as the non-purchases Initial Shares which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or Underwriters shall determine agree to purchase the Shares of a defaulting or withdrawing Underwriter, either the Representative or the REIT (on behalf of the Company) may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the required changes opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement and Statement, the Final Prospectus or in any other documents document or arrangements may be effected. No action taken pursuant to this Section 9 shall relieve any defaulting Underwriter from its liability in respect of its defaultarrangement.

Default by One or More of the Underwriters. If any one or more of the Underwriters shall fail to purchase and pay for any of the Securities Shares agreed to be purchased by such Underwriter or Underwriters hereunder (the "Defaulted Securities") and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the non-defaulting Underwriter or Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the non-defaulting Underwriter or Underwriters shall not have completed such arrangements within such 24-hour period, then the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities Shares set forth opposite their names in Schedule II A hereto bear bears to the aggregate amount of Securities Shares set forth opposite the names of all the remaining Underwriters) the Securities Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Securities Shares set forth in Schedule II A hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the SecuritiesShares, and if such non-defaulting nondefaulting Underwriters do not purchase all of the SecuritiesShares, this Agreement will terminate without liability to any non-defaulting nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 910, the Closing Date Time shall be postponed for such period, not exceeding seven daysfive Business Days, as the non-defaulting Underwriter or Underwriters Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. No action taken pursuant to Nothing contained in this Section 9 Agreement shall relieve any defaulting Underwriter from its liability in respect of its defaultliability, if any, to the Company or the Selling Stockholders and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by One or More of the Underwriters. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder (the "“Defaulted Securities"”) and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the non-defaulting Underwriter or Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the non-defaulting Underwriter or Underwriters shall not have completed such arrangements within such 24-hour period, then the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto bear to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Securities as set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any non-defaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding seven days, as the non-defaulting Underwriter or Underwriters shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. No action taken pursuant to this Section 9 shall relieve any defaulting Underwriter from its liability in respect of its default.

Default by One or More of the Underwriters. If If, at the Closing Time, any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder (the "Defaulted Securities") and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the non-defaulting Underwriter or Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, Underwriters shall fail or any other underwriters, refuse to purchase allSecurities which it or they have agreed to purchase hereunder, but not less than all, and the aggregate principal amount of the Defaulted Securities in which such amounts as may be agreed upon and upon the terms herein set forth; if, however, the non-defaulting Underwriter or Underwriters shall agreed but failed or refused to purchase is not have completed such arrangements within such 24more than one-hour periodtenth of the aggregate principal amount of the Securities, then the remaining other Underwriters shall be obligated severally to take up and pay for (in the respective proportions which that the principal amount of Securities set forth opposite their respective names in Schedule II Exhibit I hereto bear bears to the aggregate principal amount of Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the remaining Underwriters) Representatives may specify, to purchase the Securities which the such defaulting Underwriter or Underwriters agreed but failed or refused to purchasepurchase on such date; provided, however, provided that in no event shall the event that the aggregate principal amount of Securities which that any Underwriter has agreed to purchase pursuant hereto be increased pursuant to this Section 9 by an amount in excess of one-tenth of such principal amount of Securities without the defaulting written consent of such Underwriter. If, at the Closing Time, any Underwriter or Underwriters agreed but failed shall fail or refuse to purchase shall exceed 10% Securities and the aggregate principal amount of Securities with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Securities set forth in Schedule II heretoto be purchased, and arrangements satisfactory to the Representatives, the remaining Underwriters Company and the Guarantor for the purchase of such Securities are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter, the Company and the Guarantor. In any such case either the Representatives, the Company or the Guarantor shall have the right to purchase allpostpone the Closing Time, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any non-defaulting Underwriter or the Company. In the in no event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding longer than seven days, as the non-defaulting Underwriter or Underwriters shall determine in order that the required changes changes, if any, in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. No Any action taken pursuant to under this Section 9 paragraph shall not relieve any defaulting Underwriter from its liability in respect of its defaultany default of such Underwriter hereunder.

Default by One or More of the Underwriters. (a) If any one or more Underwriters Underwriter shall fail default in its obligation to purchase the Bonds which it has agreed to purchase hereunder on the Closing Date, you may in your discretion arrange for you or another party or other parties to purchase such Bonds on the terms contained herein. If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Bonds, then the Corporation shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to you to purchase such Bonds on such terms. In the event that, within the respective prescribed periods, you notify the Corporation that you have so arranged for the purchase of such Bonds, or the Corporation notifies you that it has so arranged for the purchase of such Bonds, you or the Corporation shall have the right to postpone such Closing Date for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and pay the Corporation agrees to file promptly any amendments to the Registration Statement or the Prospectus which may be required. The term "Underwriter" as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Bonds. (b) If, after giving effect to any arrangements for any the purchase of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder (the "Defaulted Securities") and such failure to purchase shall constitute Bonds of a default in the performance of its or their obligations under this Agreement, the non-defaulting Underwriter or Underwriters shall have by you or the rightCorporation as provided in subsection (a) above, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the non-defaulting Underwriter or Underwriters shall not have completed such arrangements within such 24-hour period, then the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto bear to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities such Bonds which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall remains unpurchased does not exceed 10% one-eleventh of the aggregate amount of Securities set forth in Schedule II heretoall the Bonds to be purchased at such Closing Date, then the remaining Underwriters Corporation shall have the right to require each non-defaulting Underwriter to purchase allthe amount of Bonds which such Underwriter agreed to purchase hereunder at such Closing Date and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the amount of Bonds which such Underwriter agreed to purchase hereunder) of the Bonds of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Bonds of a defaulting Underwriter or Underwriters by you or the Corporation as provided in subsection (a) above, the aggregate amount of such Bonds which remains unpurchased exceeds one-eleventh of the aggregate amount of all the Bonds to be purchased at such Closing Date, or if the Corporation shall not be under any obligation exercise the right described in subsection (b) above to purchase any, of the Securities, and if such require non-defaulting Underwriters do not to purchase all the SecuritiesBonds of a defaulting Underwriter or Underwriters, then this Agreement will terminate shall thereupon terminate, without liability to on the part of any non-defaulting Underwriter or the Company. In Corporation, except for the event of a default expenses to be borne by any Underwriter the Corporation as set forth provided in this Section 9, the Closing Date shall be postponed for such period, not exceeding seven days, as the non-defaulting Underwriter or Underwriters shall determine in order that the required changes in the Registration Statement 5(h) hereof and the Final Prospectus or indemnity agreement in any other documents or arrangements may be effected. No action taken pursuant to this Section 9 7 hereof; but nothing herein shall relieve any a defaulting Underwriter from its liability in respect of for its default. 9.

Default by One or More of the Underwriters. If any one or more of the Underwriters shall fail at the Closing Time to purchase and pay for any of the Securities agreed which it or they are obligated to be purchased by such Underwriter or Underwriters hereunder purchase under this Agreement (the "“Defaulted Securities") and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement”), the non-defaulting Underwriter or Underwriters Lead Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwritersUnderwriter reasonably acceptable to the Company and the Lead Representatives, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the non-defaulting Underwriter or Underwriters Lead Representatives shall not have completed such arrangements within such 24-hour period, then then, if the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount number of Defaulted Securities set forth opposite their names in Schedule II hereto bear to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall does not exceed 10% of the aggregate amount number of Securities set forth in Schedule II heretoto be purchased on such date, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, each of the Securities, and if such non-defaulting Underwriters do shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all the Securities, this Agreement will terminate without liability to any non-defaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding seven days, as the non-defaulting Underwriter or Underwriters shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effectedUnderwriters. No action taken pursuant to this Section 9 shall relieve any defaulting Underwriter from its liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, either the Lead Representatives or the Company shall have the right to postpone Closing Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for a Underwriter under this Section 10.

Default by One or More of the Underwriters. If any one or more of the Underwriters shall fail to purchase and pay for any of the Securities Shares agreed to be purchased by such Underwriter or Underwriters hereunder (the "Defaulted Securities") and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the non-defaulting Underwriter or Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the non-defaulting Underwriter or Underwriters shall not have completed such arrangements within such 24-hour period, then the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities Shares set forth opposite their names in Schedule II A hereto bear bears to the aggregate amount of Securities Shares set forth opposite the names of all the remaining Underwriters) the Securities Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Securities Shares set forth in Schedule II A hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the SecuritiesShares, and if such non-defaulting nondefaulting Underwriters do not purchase all of the SecuritiesShares, this Agreement will terminate without liability to any non-defaulting nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 910, the [relevant] Closing Date Time shall be postponed for such period, not exceeding seven daysfive Business Days, as the non-defaulting Underwriter or Underwriters Representatives shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. No action taken pursuant to Nothing contained in this Section 9 Agreement shall relieve any defaulting Underwriter from its liability in respect of its defaultliability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by One or More of the Underwriters. If any one or more of the Underwriters shall fail at the Closing Date or an Option Closing Date to purchase and pay for any of the Securities agreed which it or they are obligated to be purchased by such Underwriter or Underwriters hereunder purchase under this Agreement (the "“Defaulted Securities") and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement”), the non-defaulting Underwriter or Underwriters Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, if any, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the non-defaulting Underwriter or Underwriters Representatives shall not have completed such arrangements within such 24-hour period, then this Agreement or, with respect to any Option Closing Date which occurs after the remaining Closing Date, the obligation of the Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto bear to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% and of the aggregate amount of Fund to sell the Option Securities set forth in Schedule II heretothat were to have been purchased and sold on such Option Closing Date, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any non-defaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding seven days, as the non-defaulting Underwriter or Underwriters shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effectedterminate. No action taken pursuant to this Section 9 10 shall relieve any defaulting Underwriter from its liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of an Option Closing Date which is after the Closing Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Fund to sell the relevant Option Securities, as the case may be, the Representatives shall have the right to postpone the Closing Date or the relevant Option Closing Date, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. If any one or more of the Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder (the "Defaulted Securities") and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the non-defaulting Underwriter or Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the non-defaulting Underwriter or Underwriters shall not have completed such arrangements within such 24-hour period, then the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II A hereto bear bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Securities set forth in Schedule II A hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting nondefaulting Underwriters do not purchase all of the Securities, this Agreement will terminate without liability to any non-defaulting nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 910, the [relevant] Closing Date Time shall be postponed for such period, not exceeding seven daysfive Business Days, as the non-defaulting Underwriter or Underwriters shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. No action taken pursuant to this Section 9 shall relieve any defaulting Underwriter from its liability in respect of its default.be

Default by One or More of the Underwriters. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Table of Contents Underwriter or Underwriters hereunder (the "“Defaulted Securities"”) and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the non-defaulting Underwriter or Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the non-defaulting Underwriter or Underwriters shall not have completed such arrangements within such 24-hour period, then the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto bear to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Securities as set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any non-defaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding seven days, as the non-defaulting Underwriter or Underwriters shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. No action taken pursuant to this Section 9 shall relieve any defaulting Underwriter from its liability in respect of its default.

Default by One or More of the Underwriters. If If, on either Delivery Date, any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder (the "Defaulted Securities") and such failure to purchase shall constitute a default defaults in the performance of its or their obligations under this Agreement, the remaining non-defaulting Underwriter or Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the non-defaulting Underwriter or Underwriters shall not have completed such arrangements within such 24-hour period, then the remaining Underwriters shall be obligated severally to take up and pay for (purchase the Shares which the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the amount number of Securities Firm Shares set forth opposite their names the name of each remaining non-defaulting Underwriter in Schedule II 1 hereto bear bears to the aggregate amount total number of Securities Firm Shares set forth opposite the names of all the remaining Underwriters) the Securities which the non-defaulting Underwriter or Underwriters agreed but failed to purchasein Schedule 1 hereto; provided, however, that in the event that remaining non-defaulting Underwriters shall not be obligated to purchase any of the aggregate amount Shares on such Delivery Date if the total number of Securities Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10on such date exceeds 9.09% of the aggregate amount total number of Securities set forth in Schedule II heretoShares to be purchased on such Delivery Date, and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the number of Shares which it agreed to purchase on such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining Underwriters non-defaulting Underwriters, or those other underwriters satisfactory to the Representative who so agree, shall have the right to purchase allright, but shall not be under any obligation obligated, to purchase, in such proportion as may be agreed upon among them, all the Shares to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representative do not elect to purchase any, of the Securities, and if Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase on such non-defaulting Underwriters do not purchase all the SecuritiesDelivery Date, this Agreement will (or, with respect to the Second Delivery Date, the obligation of the Underwriters to purchase, and of the REIT to sell, the Option Shares) shall terminate without liability to on the part of any non-defaulting Underwriter or the Company. In , except that the event Company will continue to be liable for the payment of a default by any Underwriter as expenses to the extent set forth in Sections 6 and 13 and for indemnification and contribution as provided in Section 11. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule 1 hereto who, pursuant to this Section 9, the Closing Date shall be postponed for such period, not exceeding seven days, as the non-purchases Firm Shares which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or Underwriters shall determine agree to purchase the Shares of a defaulting or withdrawing Underwriter, either the Representative or the REIT (on behalf of the Company) may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the required changes opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement and Statement, the Final Prospectus or in any other documents document or arrangements may be effected. No action taken pursuant to this Section 9 shall relieve any defaulting Underwriter from its liability in respect of its defaultarrangement.

Default by One or More of the Underwriters. If If, at the Closing Time or any Date of Delivery, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase the Securities that it has or they have agreed to purchase hereunder on such date (the “Defaulted Securities”), and pay for any the aggregate principal amount of Defaulted Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than 10% of the aggregate principal amount of the Securities agreed to be purchased by on such Underwriter or Underwriters hereunder (the "Defaulted Securities") and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreementdate, the non-defaulting Underwriter or Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the non-defaulting Underwriter or Underwriters shall not have completed such arrangements within such 24-hour period, then the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which that the aggregate principal amount of Initial Securities set forth opposite their respective names in Schedule II hereto bear I bears to the aggregate principal amount of Initial Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the remaining Underwriters) Representative may specify, to purchase the Initial Securities which the such defaulting Underwriter or Underwriters agreed but failed or refused to purchasepurchase on such date; provided, however, that in the no event that shall the aggregate principal amount of Securities which that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of 10% of such Securities without the defaulting written consent of such Underwriter. If, at the Closing Time, any Underwriter or Underwriters agreed but failed shall fail or refuse to purchase shall exceed Initial Securities and the aggregate principal amount of Initial Securities with respect to which such default occurs is more than 10% of the aggregate principal amount of Initial Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securitiespurchased on such date, and if arrangements satisfactory to the Representative and the Company for the purchase of such non-defaulting Underwriters do Initial Securities are not purchase all the Securitiesmade within 48 hours after such default, this Agreement will shall terminate without liability to on the part of any non-defaulting Underwriter or the Company. In , except that the event Company will continue to be liable for the payment of a default by any Underwriter as expenses to the extent set forth in this Section 9, 4 hereof and the indemnity and contribution agreements in Section 9 hereof. In any such case either the Representative or the Company shall have the right to postpone the Closing Date shall be postponed Time, but in no event for such period, not exceeding longer than seven days, as the non-defaulting Underwriter or Underwriters shall determine in order that the required changes changes, if any, in the Registration Statement Statement, the Pricing Disclosure Package, and the Final Prospectus or in any other documents or arrangements may be effected. If, on any Date of Delivery, any Underwriter or Underwriters shall fail or refuse to purchase Option Securities and the aggregate principal amount of Option Securities with respect to which such default occurs is more than 10% of the aggregate principal amount of Option Securities to be purchased on such Date of Delivery, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Option Securities to be sold on such Date of Delivery or (ii) purchase not less than the aggregate principal amount of Option Securities that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10. No action taken pursuant to this Section 9 10 shall relieve any defaulting Underwriter from its liability in respect of its default.

Default by One or More of the Underwriters. If any one or more of the Underwriters shall fail at the Closing Date to purchase and pay for any of the Preferred Securities agreed which it or they are obligated to be purchased by such Underwriter or Underwriters purchase hereunder (the "Defaulted Securities") and such failure to purchase shall constitute a default in ), then the performance of its or their obligations under this Agreement, the non-defaulting Underwriter or Underwriters Representatives shall have the right, within 24 the first 36 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, within such first 36 hour period, the Representatives are unable to make arrangements for the purchase of all of the Defaulted Securities, then the Offerors shall have the right, within the next 36 hours thereafter, to make arrangements for any other underwriter(s) reasonably satisfactory to the nondefaulting Underwriters to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, after such 72 hours neither the non-defaulting Underwriter or Underwriters Representatives nor the Offerors shall not have completed such arrangements within such 24-hour periodfor the purchase of all of the Defaulted Securities, then (a) if the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the aggregate principal amount of Defaulted Securities set forth opposite their names in Schedule II hereto bear to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall does not exceed 10% of the aggregate principal amount of the Preferred Securities set forth in Schedule II heretoto be purchased pursuant to this Agreement, the remaining Underwriters Offerors shall have the right to purchase all, but shall not be under any obligation to purchase any, of require the Securities, and if such non-defaulting Underwriters do named herein to purchase the full amount thereof in the proportions that their respective underwriting obligations bear to the underwriting obligations of all non-defaulting Underwriters, or (b) if the aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of the Preferred Securities to be purchased pursuant to this Agreement, or the Offerors shall not purchase all the Securitiesexercise their right pursuant to clause (a) above, this Agreement will shall terminate without liability to on the part of any non-defaulting Underwriter or the Company. In the event of a default by any Underwriter except as set forth otherwise provided in this Section 9, the Closing Date shall be postponed for such period, not exceeding seven days, as the non-defaulting Underwriter or Underwriters shall determine 7 and in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effectedSection 9 hereof. No action taken pursuant to this Section 9 11 shall relieve any defaulting Underwriter from its liability in respect of its defaultdefault under this Agreement. In the event of any such default by any Underwriter or Underwriters as set forth in this Section 11, either the Representatives or the Offerors shall have the right to postpone the Closing Date for a period not to exceed seven days in order to effect any required changes in the Registration Statement or the Prospectus or in any other documents or arrangements.

Default by One or More of the Underwriters. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder (the "Defaulted Securities") and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the non-defaulting Underwriter or Underwriters Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the non-defaulting Underwriter or Underwriters Representative shall not have completed such arrangements within such 24-hour period, then the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto bear to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any non-defaulting nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding seven days, as the non-defaulting Underwriter or Underwriters Representative shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. No action taken pursuant to this Section 9 shall relieve any defaulting Underwriter from its liability in respect of its default.

Default by One or More of the Underwriters. If any one or more of the Underwriters shall fail at the Closing Time to purchase and pay for any of the Securities agreed Shares that it or they are obligated to be purchased by such Underwriter or Underwriters hereunder purchase pursuant to this Agreement (the "Defaulted Securities") and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement), the non-defaulting Underwriter or Underwriters you shall have the right, within 24 36 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forthforth in this Agreement; if, however, the non-defaulting Underwriter or Underwriters shall you have not have completed such arrangements within such 2436-hour period, then the remaining Underwriters shall be obligated severally to take up and pay for then: (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto bear to a) If the aggregate amount number of Firm Shares which are Defaulted Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall does not exceed 10% of the aggregate amount number of Securities set forth in Schedule II heretoFirm Shares to be purchased pursuant to this Agreement, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting Underwriters do not shall be obligated to purchase the full amount thereof in the proportions that their respective underwriting obligation proportions bear to the underwriting obligations of all non-defaulting Underwriters, and (b) If the Securitiesaggregate number of Firm Shares which are Defaulted Securities exceeds 10% of the aggregate number of Firm Shares to be purchased pursuant to this Agreement, this Agreement will shall terminate without liability to on the part of any non-defaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding seven days, as the non-defaulting Underwriter or Underwriters shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effectedUnderwriter. No action taken pursuant to this Section 9 11 shall relieve any defaulting Underwriter from its liability in respect of its default. In the event of any such default that does not result in a termination of this Agreement, either you or the Company shall have the right to postpone the Closing Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements, and the Company agrees promptly to file any amendments to the Registration Statement or supplements to the Prospectus that may thereby be made necessary. As used in this Agreement, the term "Underwriter" includes any person substituted for an Underwriter under this Section 11.

Default by One or More of the Underwriters. If any one or more of the Underwriters shall fail at Closing Time or a Date of Delivery to purchase and pay for any of the Securities agreed that it or they are obligated to be purchased by such Underwriter or Underwriters hereunder purchase under this Agreement (the "Defaulted Securities") and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement), the non-defaulting Underwriter or Underwriters Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the non-defaulting Underwriter or Underwriters Representatives shall not have completed such arrangements within such 24-hour period, then then: if the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount number of Defaulted Securities set forth opposite their names in Schedule II hereto bear to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall does not exceed 10% of the aggregate amount number of Securities set forth in Schedule II heretoto be purchased on such date, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, each of the Securities, and if such non-defaulting Underwriters do shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or if the Securitiesnumber of Defaulted Securities exceeds 10% of the number of Securities to be purchased on such date, this Agreement will or, with respect to any Date of Delivery that occurs after the Closing Time, the obligation of the Underwriters to purchase and of the Company to sell the Option Securities to be purchased and sold on such Date of Delivery shall terminate without liability to on the part of any non-defaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding seven days, as the non-defaulting Underwriter or Underwriters shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effectedUnderwriter. No action taken pursuant to this Section 9 shall relieve any defaulting Underwriter from its liability in respect of its default. In the event of any such default that does not result in a termination of this Agreement or, in the case of a Date of Delivery that is after the Closing Time, that does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representatives or the Company shall have the right to postpone Closing Time or the relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. As used herein, the term "Underwriter" includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. If any one or more of the Underwriters shall fail at the Closing Time or a Date of Delivery to purchase and pay for any of the Securities agreed which it or they are obligated to be purchased by such Underwriter or Underwriters hereunder purchase under this Agreement (the "“Defaulted Securities") and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement”), the non-defaulting Underwriter or Underwriters Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting non‑defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the non-defaulting Underwriter or Underwriters Representatives shall not have completed such arrangements within such 24-hour 24‑hour period, then then: (i) if the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount number of Defaulted Securities set forth opposite their names in Schedule II hereto bear to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall does not exceed 10% of the aggregate amount number of Securities set forth in Schedule II heretoto be purchased on such date, each of the remaining non‑defaulting Underwriters shall have the right be obligated, severally and not jointly, to purchase allthe full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non‑defaulting Underwriters, but shall not be under any obligation to purchase any, or (ii) if the number of Defaulted Securities exceeds 10% of the Securities, and if number of Securities to be purchased on such non-defaulting Underwriters do not purchase all the Securitiesdate, this Agreement will or, with respect to any Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Date of Delivery shall terminate without liability to on the part of any non-defaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding seven days, as the non-defaulting Underwriter or Underwriters shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effectednon‑defaulting Underwriter. No action taken pursuant to this Section 9 shall relieve any defaulting Underwriter from its liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the (i) Representatives or (ii) the Company shall have the right to postpone Closing Time or the relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10. SECTION 11.

Default by One or More of the Underwriters. If any one or more Underwriters shall fail to purchase and pay for any of the Capital Securities agreed to be purchased by such Underwriter or Underwriters hereunder (the "Defaulted Securities") and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the non-defaulting Underwriter or Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the non-defaulting Underwriter or Underwriters shall not have completed such arrangements within such 24-hour period, then the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Capital Securities set forth opposite their names in Schedule II hereto bear to the aggregate amount of Capital Securities set forth opposite the names of all the remaining Underwriters) the Capital Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Capital Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Capital Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Capital Securities, and if such non-defaulting Underwriters do not purchase all the Capital Securities, this Agreement will terminate without liability to any non-defaulting Underwriter Underwriter, the Company, or the CompanyTrust. In the event of a default by any Underwriter as set forth in this Section 98, the Closing Date shall be postponed for such period, not exceeding seven days, as the non-defaulting Underwriter or Underwriters Representatives shall determine in order that the required changes in the Registration Statement Statement, the Disclosure Package [, the preliminary prospectus] and the Final Prospectus or in any other documents or arrangements may be effected. No action taken pursuant to Nothing contained in this Section 9 Agreement shall relieve any defaulting Underwriter from its liability in respect of its defaultliability, if any, to the Company or the Trust and any non-defaulting Underwriter for damages occasioned by its default hereunder.

Default by One or More of the Underwriters. If If, on either Delivery Date, any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder (the "Defaulted Securities") and such failure to purchase shall constitute a default defaults in the performance of its or their obligations under this Agreement, the remaining non-defaulting Underwriter or Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the non-defaulting Underwriter or Underwriters shall not have completed such arrangements within such 24-hour period, then the remaining Underwriters shall be obligated severally to take up and pay for (purchase the Shares which the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the amount number of Securities Firm Shares set forth opposite their names the name of each remaining non-defaulting Underwriter in Schedule II 1 hereto bear bears to the aggregate amount total number of Securities Firm Shares set forth opposite the names of all the remaining Underwriters) the Securities which the non-defaulting Underwriter or Underwriters agreed but failed to purchasein Schedule 1 hereto; providedPROVIDED, howeverHOWEVER, that in the event that remaining non-defaulting Underwriters shall not be obligated to purchase any of the aggregate amount Shares on such Delivery Date if the total number of Securities Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10on such date exceeds 9.09% of the aggregate amount total number of Securities set forth in Schedule II heretoShares to be purchased on such Delivery Date, and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the number of Shares which it agreed to purchase on such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining Underwriters non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right to purchase allright, but shall not be under any obligation obligated, to purchase, in such proportion as may be agreed upon among them, all the Shares to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase any, of the Securities, and if Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase on such non-defaulting Underwriters do not purchase all the SecuritiesDelivery Date, this Agreement will (or, with respect to the Second Delivery Date, the obligation of the Underwriters to purchase, and of the Company to sell, the Option Shares) shall terminate without liability to on the part of any non-defaulting Underwriter or the Company. In Transaction Entities, except that the event Transaction Entities will continue to be liable for the payment of a default by any Underwriter as expenses to the extent set forth in Sections 6 and 13. As used in this Agreement, the term "Underwriter" includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule 1 hereto who, pursuant to this Section 9, the Closing Date shall be postponed for such period, not exceeding seven days, as the non-purchases Firm Shares which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Transaction Entities for damages caused by its default. If other underwriters are obligated or Underwriters shall determine agree to purchase the Shares of a defaulting or withdrawing Underwriter, either the Representatives or the Company may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the required changes opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement and Statement, the Final Prospectus or in any other documents document or arrangements may be effected. No action taken pursuant to this Section 9 shall relieve any defaulting Underwriter from its liability in respect of its defaultarrangement.

Default by One or More of the Underwriters. If If, on either Delivery Date, any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder (the "Defaulted Securities") and such failure to purchase shall constitute a default defaults in the performance of its or their obligations under this Agreement, the remaining non-defaulting Underwriter or Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the non-defaulting Underwriter or Underwriters shall not have completed such arrangements within such 24-hour period, then the remaining Underwriters shall be obligated severally to take up and pay for (purchase the Shares which the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the amount number of Securities Firm Shares set forth opposite their names the name of each remaining non-defaulting Underwriter in Schedule II 1 hereto bear bears to the aggregate amount total number of Securities Firm Shares set forth opposite the names of all the remaining Underwriters) the Securities which the non-defaulting Underwriter or Underwriters agreed but failed to purchasein Schedule 1 hereto; provided, however, that in the event that remaining non-defaulting Underwriters shall not be obligated to purchase any of the aggregate amount Shares on such Delivery Date if the total number of Securities Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10on such date exceeds 9.09% of the aggregate amount total number of Securities set forth in Schedule II heretoShares to be purchased on such Delivery Date, and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the number of Shares which it agreed to purchase on such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining Underwriters non-defaulting Underwriters, or those other underwriters satisfactory to the Representative who so agree, shall have the right to purchase allright, but shall not be under any obligation obligated, to purchase, in such proportion as may be agreed upon among them, all the Shares to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representative do not elect to purchase any, of the Securities, and if Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase on such non-defaulting Underwriters do not purchase all the SecuritiesDelivery Date, this Agreement will (or, with respect to the Second Delivery Date, the obligation of the Underwriters to purchase, and of the REIT to sell, the Option Shares) shall terminate without liability to on the part of any non-defaulting Underwriter or the Company. In , except that the event Company will continue to be liable for the payment of a default by any Underwriter as expenses to the extent set forth in Sections 6 and 13 and for indemnification and contribution as provided in Section 11. As used in this Agreement, the term "Underwriter" includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule 1 hereto who, pursuant to this Section 9, the Closing Date shall be postponed for such period, not exceeding seven days, as the non-purchases Firm Shares which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company for damages caused by its default. If other underwriters are obligated or Underwriters shall determine agree to purchase the Shares of a defaulting or withdrawing Underwriter, either the Representative or the REIT (on behalf of the Company) may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the required changes opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement and Statement, the Final Prospectus or in any other documents document or arrangements may be effected. No action taken pursuant to this Section 9 shall relieve any defaulting Underwriter from its liability in respect of its defaultarrangement.

Default by One or More of the Underwriters. (a) If any one or more Underwriters Underwriter shall fail default in its obligation to purchase and pay for any of the Securities Notes which it has agreed to be purchased by such Underwriter purchase hereunder on the Closing Date, you may in your discretion arrange for you or Underwriters hereunder (the "Defaulted Securities") and such failure another party or other parties to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the non-defaulting Underwriter or Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon Notes on the terms herein set forth; if, however, contained herein. If within thirty-six hours after such default by any Underwriter you do not arrange for the non-defaulting Underwriter or Underwriters shall not have completed purchase of such arrangements within such 24-hour periodNotes, then the remaining Underwriters Corporation shall be obligated severally entitled to take up and pay for (in a further period of thirty-six hours within which to procure another party or other parties satisfactory to you to purchase such Notes on such terms. In the event that, within the respective proportions which prescribed periods, you notify the amount Corporation that you have so arranged for the purchase of Securities set forth opposite their names in Schedule II hereto bear to such Notes, or the aggregate amount Corporation notifies you that it has so arranged for the purchase of Securities set forth opposite such Notes, you or the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Securities set forth in Schedule II hereto, the remaining Underwriters Corporation shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if postpone such non-defaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any non-defaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, a period of not exceeding more than seven days, as the non-defaulting Underwriter or Underwriters shall determine in order that the required to effect whatever changes may thereby be made necessary in the Registration Statement and or the Final Prospectus Prospectus, or in any other documents or arrangements arrangements, and the Corporation agrees to file promptly any amendments to the Registration Statement or the Prospectus which may be effectedrequired. No action taken pursuant The term "Underwriter" as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Section 9 Agreement with respect to such Notes. tenth of the aggregate amount of all the Notes to be purchased at such Closing Date, then the Corporation shall have the right to require each non-defaulting Underwriter to purchase the amount of Notes which such Underwriter agreed to purchase hereunder at such Closing Date and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the amount of Notes which such Underwriter agreed to purchase hereunder) of the Notes of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve any a defaulting Underwriter from its liability in respect of for its default.

Default by One or More of the Underwriters. If If, at the Time of Delivery, any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder (the "Defaulted Securities") and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the non-defaulting Underwriter or Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, Underwriters shall default in its obligation to purchase all, but not less than all, any of the Defaulted Securities in such amounts as may be agreed upon Shares, and upon the terms herein aggregate number of the Shares set forth; if, however, forth opposite the non-name or names of the defaulting Underwriter or Underwriters shall in Schedule I hereto is not have completed such arrangements within such 24more than one-hour periodtenth of the aggregate number of the Shares, then the remaining other Underwriters shall be obligated severally to take up and pay for (in the respective proportions which that the amount aggregate number of Securities Shares set forth opposite their respective names in Schedule II hereto bear I to this Agreement bears to the aggregate amount number of Securities such Shares set forth opposite the names of all the remaining non-defaulting Underwriters) , or in such other proportions as the Securities Underwriters may agree, to purchase the Shares as to which the defaulting Underwriter or Underwriters agreed but failed to purchaseso defaulted on that date; provided, however, provided that in no event shall the event number of Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 12 by an amount in excess of one-ninth of the number of Shares without the written consent of that Underwriter. If, at the Time of Delivery, any Underwriter or Underwriters shall default in its or their obligation to purchase Shares and the aggregate amount number of Securities which Shares set forth opposite the name or names of the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% in Schedule I hereto is more than one-tenth of the aggregate amount number of Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the SecuritiesShares, and if such non-defaulting arrangements satisfactory to the Underwriters do and the Company for the purchase of said Shares are not purchase all made within 36 hours after the Securitiesdefault, this Agreement will shall terminate without liability to on the part of any non-defaulting Underwriter or the Company, except as provided in Sections 8 and 10 hereof. In any such case, either the Underwriters or the Company shall have the right to postpone the Time of Delivery, but in no event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding longer than seven days, as the non-defaulting Underwriter or Underwriters shall determine in order that the required changes changes, if any, in the Registration Statement and in the Final Prospectus or in any other documents or arrangements may be effected. No Any action taken pursuant to under this Section 9 12 shall not relieve any defaulting Underwriter from its liability in respect of its defaultany default of said Underwriter under this Agreement.

Default by One or More of the Underwriters. If any one or more of the Underwriters shall fail at the Closing Date to purchase and pay for any of the Securities agreed Notes which it or they are obligated to be purchased by such Underwriter or Underwriters hereunder purchase under this Underwriting Agreement (the "“Defaulted Securities") and such failure to purchase shall constitute a default in the performance of its or their obligations under this AgreementNotes”), the non-defaulting Underwriter or Underwriters shall have the right, but not the obligation, within 24 36 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwritersUnderwriters, to purchase all, but not less than all, of the Defaulted Securities Notes in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the non-defaulting Underwriter or Underwriters shall not have completed such arrangements within such 2436-hour period, then then: if the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount number of Securities set forth opposite their names in Schedule II hereto bear to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall Defaulted Notes does not exceed 10% of the aggregate principal amount of Securities set forth in Schedule II heretothe Notes, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting Underwriters do shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective obligations to purchase hereunder bear to the obligations of all non-defaulting Underwriters, or if the Securitiesnumber of Defaulted Notes exceeds 10% of the aggregate principal amount of the Notes, this Underwriting Agreement will shall terminate without liability to on the part of any non-defaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding seven days, as the non-defaulting Underwriter or Underwriters shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effectedUnderwriter. No action taken pursuant to this Section 9 11 shall relieve any defaulting Underwriter from its liability in respect of its defaultdefault under this Underwriting Agreement. In the event of any such default which does not result in a termination of this Underwriting Agreement, either the Underwriters or the Company shall have the right to postpone the Closing Date for a period not exceeding seven days in order to effect any required changes in the Prospectus or in any other documents or arrangements.

Default by One or More of the Underwriters. If If, on the Closing Date, any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder (the "Defaulted Securities") and such failure to purchase shall constitute a default defaults in the performance of its or their obligations under this Underwriting Agreement, the remaining non-defaulting Underwriter or Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the non-defaulting Underwriter or Underwriters shall not have completed such arrangements within such 24-hour period, then the remaining Underwriters shall be obligated severally to take up and pay for (purchase the Securities that the defaulting Underwriter agreed but failed to purchase on the Closing Date in the respective proportions which the principal amount of Securities set 24 forth opposite their names the name of each remaining non-defaulting Underwriter in Schedule II SCHEDULE A hereto bear bears to the total aggregate principal amount of Securities set forth opposite the names of all the remaining Underwriters) non-defaulting Underwriters in SCHEDULE A hereto; PROVIDED, HOWEVER, that the remaining non-defaulting Underwriters shall not be obligated to purchase any of the Securities which on the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in Closing Date if the event that the total aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 9.09% of the total aggregate principal amount of Securities to be purchased on the Closing Date, and any remaining non-defaulting Underwriter shall exceed 10not be obligated to purchase more than 110% of the aggregate principal amount of Securities set forth in Schedule II heretowhich it agreed to purchase on the Closing Date pursuant to the terms of Section 3 without the written consent of such Underwriter. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Underwriters who so agree, shall have the right to purchase allright, but shall not be under any obligation obligated, to purchase anypurchase, of in such proportion as may be agreed upon among them, all the Securities, and if such non-defaulting Securities to be purchased on the Closing Date. If the remaining Underwriters or other underwriters satisfactory to the Underwriters do not elect to purchase all the SecuritiesSecurities which the defaulting Underwriter or Underwriters agreed but failed to purchase on the Closing Date, this Underwriting Agreement will shall terminate without liability to on the part of any non-defaulting Underwriter or the Company. In Transaction Entities, except that the event Transaction Entities will continue to be liable for the payment of a default by any Underwriter as expenses to the extent set forth in Sections 4 and 6. As used in this Underwriting Agreement, the term "Underwriter" includes, for all purposes of this Underwriting Agreement unless the context requires otherwise, any party not listed in SCHEDULE A hereto who, pursuant to this Section 9, the Closing Date shall be postponed for such period, not exceeding seven days, as the non-purchases Securities which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Transaction Entities for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Underwriters shall determine or the Company may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the required changes opinion of counsel for the Operating Partnership or counsel for the Underwriters may be necessary in the Registration Statement and Statement, the Final Prospectus or in any other documents document or arrangements may be effected. No action taken pursuant to this Section 9 shall relieve any defaulting Underwriter from its liability in respect of its defaultarrangement.

Default by One or More of the Underwriters. If any one or more of the Underwriters shall fail at the Closing Time or a Date of Delivery to purchase and pay for any of the Securities agreed Units which it or they are obligated to be purchased by such Underwriter or Underwriters hereunder purchase under this Agreement (the "“Defaulted Securities") and such failure to purchase shall constitute a default in the performance of its or their obligations under this AgreementUnits”), the non-defaulting Underwriter or Underwriters Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities Units in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the non-defaulting Underwriter or Underwriters Representatives shall not have completed such arrangements within such 24-hour period, then then: if the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount number of Securities set forth opposite their names in Schedule II hereto bear to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall Defaulted Units does not exceed 10% of the aggregate number of Units to be purchased on such date, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of Securities set forth in Schedule II heretoall non-defaulting Underwriters, or if the number of Defaulted Units exceeds 10% of the number of Units to be purchased on such date, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, any of the Securities, Defaulted Units and if such non-defaulting Underwriters do not elect to purchase all the SecuritiesDefaulted Units, this Agreement will or, with respect to any Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, and the Partnership to sell, the Option Units to be purchased and sold on such Date of Delivery shall terminate without liability to on the part of any non-defaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding seven days, as the non-defaulting Underwriter or Underwriters shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effectedUnderwriter. No action taken pursuant to this Section 9 10 shall relieve any defaulting Underwriter from its liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Partnership to sell the relevant Option Units, as the case may be, either the (i) Representatives or (ii) the Partnership shall have the right to postpone the Closing Time or the relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. If any one or more ------------------------------------------ of the Underwriters shall fail at the Closing Time to purchase and pay for any of the Capital Securities agreed which it or they are obligated to be purchased by such Underwriter or Underwriters hereunder purchase under this Agreement (the "Defaulted Capital Securities") and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement), the non-defaulting Underwriter or Underwriters Representatives shall have the ---------------------------- right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Capital Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the non-defaulting Underwriter or Underwriters Representatives shall not have completed such arrangements within such 24-hour period, then then: (a) if the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount number of Defaulted Capital Securities set forth opposite their names in Schedule II hereto bear to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall does not exceed 10% of the aggregate amount number of Capital Securities set forth in Schedule II heretoto be purchased on such date, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, each of the Securities, and if such non-defaulting Underwriters do shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (b) if the Securitiesnumber of Defaulted Capital Securities exceeds 10% of the number of Capital Securities to be purchased on such date, this Agreement will shall terminate without liability to on the part of any non-defaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding seven days, as the non-defaulting Underwriter or Underwriters shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effectedUnderwriter. No action taken pursuant to this Section 9 shall relieve any defaulting Underwriter from its liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, either the Representatives or the Offerors shall have the right to postpone the Closing Time, for a period not exceeding seven days, in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. As used herein, the term "Underwriter" includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. If any one or more of the Underwriters participating in the public offering of the Series 2001-1 Notes shall fail at the Closing Date to purchase and pay for any of the Securities agreed Series 2001-1 Notes which it is obligated to be purchased by such Underwriter or Underwriters purchase hereunder (the "Defaulted Securities") and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement), then the non-defaulting Underwriter or Underwriters Underwriter(s) shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if. If, however, the non-defaulting Underwriter or Underwriters shall Underwriter(s) have not have completed such arrangements within such 24-hour period, then then: if the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the aggregate principal amount of Defaulted Securities set forth opposite their names in Schedule II hereto bear to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall does not exceed 10% of the aggregate principal amount of Securities set forth in Schedule II heretothe Series 2001-1 Notes to be purchased pursuant to this Agreement, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting Underwriters do not Underwriter(s) shall be obligated to purchase all the Securitiesfull amount thereof, or if the aggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of the Series 2001-1 Notes to be purchased pursuant to this Agreement, this Agreement will terminate shall terminate, without any liability to on the part of any non-defaulting Underwriter or Underwriter(s). No action taken pursuant to this Section shall relieve the Companydefaulting Underwriter(s) from the liability with respect to any default of such Underwriter(s) under this Agreement. In the event of a default by any an Underwriter as set forth in this Section 9Section, each of the Underwriters and the Seller shall have the right to postpone the Closing Date shall be postponed for such period, a period not exceeding seven days, as the non-defaulting Underwriter or Underwriters shall determine five Business Days in order that the any required changes in the Registration Statement and the Final or Prospectus or in any other documents or arrangements may be effected. No action taken pursuant to this Section 9 shall relieve any defaulting Underwriter from its liability in respect of its default.

Default by One or More of the Underwriters. If If, at the Closing Time or any Date of Delivery, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase the Securities that it has or they have agreed to purchase hereunder on such date (the “Defaulted Securities”), and pay for any the aggregate principal amount of Defaulted Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than 10% of the aggregate principal amount of the Securities agreed to be purchased by on such Underwriter or Underwriters hereunder (the "Defaulted Securities") and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreementdate, the non-defaulting Underwriter or Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the non-defaulting Underwriter or Underwriters shall not have completed such arrangements within such 24-hour period, then the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which that the aggregate principal amount of Initial Securities set forth opposite their respective names in Schedule II hereto bear I bears to the aggregate principal amount of Initial Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the remaining Underwriters) Representative may specify, to purchase the Initial Securities which the such defaulting Underwriter or Underwriters agreed but failed or refused to purchasepurchase on such date; provided, however, that in the no event that shall the aggregate principal amount of Securities which that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of 10% of such Securities without the defaulting written consent of such Underwriter. If, at the Closing Time, any Underwriter or Underwriters agreed but failed shall fail or refuse to purchase shall exceed Initial Securities and the aggregate principal amount of Initial Securities with respect to which such default occurs is more than 10% of the aggregate principal amount of Initial Securities to be purchased on such date, and arrangements satisfactory to the Representative and the Company for the purchase of such Initial Securities are not made within 48 hours after such default, this Agreement shall terminate without liability on the part of any non- defaulting Underwriter or the Company, except that the Company will continue to be liable for the payment of expenses to the extent set forth in Schedule II hereto, Section 4 hereof and the remaining Underwriters indemnity and contribution agreements in Section 9 hereof. In any such case either the Representative or the Company shall have the right to purchase allpostpone the Closing Time, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any non-defaulting Underwriter or the Company. In the in no event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding longer than seven days, as the non-defaulting Underwriter or Underwriters shall determine in order that the required changes changes, if any, in the Registration Statement Statement, the Pricing Disclosure Package, and the Final Prospectus or in any other documents or arrangements may be effected. No action taken pursuant If, on any Date of Delivery, any Underwriter or Underwriters shall fail or refuse to purchase Option Securities and the aggregate principal amount of Option Securities with respect to which such default occurs is more than 10% of the aggregate principal amount of Option Securities to be purchased on such Date of Delivery, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Option Securities to be sold on such Date of Delivery or (ii) purchase not less than the aggregate principal amount of Option Securities that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 9 shall relieve any defaulting Underwriter from its liability in respect of its default.10. - 25 -

Default by One or More of the Underwriters. If any one or more of the Underwriters shall fail at the Closing Time or a Date of Delivery to purchase and pay for any of the Securities agreed which it or they are obligated to be purchased by such Underwriter or Underwriters hereunder purchase under this Agreement (the "“Defaulted Securities") and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement”), the non-defaulting Underwriter or Underwriters Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the non-defaulting Underwriter or Underwriters Representatives shall not have completed such arrangements within such 24-hour period, then then: (i) if the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount number of Defaulted Securities set forth opposite their names in Schedule II hereto bear to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall does not exceed 10% of the aggregate amount number of Securities set forth in Schedule II heretoto be purchased on such date, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, each of the Securities, and if such non-defaulting Underwriters do shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (ii) if the Securitiesnumber of Defaulted Securities exceeds 10% of the number of Securities to be purchased on such date, this Agreement will or, with respect to any Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Date of Delivery shall terminate without liability to on the part of any non-defaulting Underwriter Underwriters or the Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding seven days, as the non-defaulting Underwriter or Underwriters shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effectedTransaction Entities. No action taken pursuant to this Section 9 shall relieve any defaulting Underwriter from its liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the (i) Representatives or (ii) the Transaction Entities shall have the right to postpone the Closing Time or the relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. If any one or more of the Underwriters shall fail at the Closing Time (or, if any Option Securities are purchased, at the Date of Delivery) to purchase and pay for any of the Securities agreed which it or they are obligated to be purchased by such Underwriter or Underwriters hereunder purchase under this Agreement (the "“Defaulted Securities") and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement”), the non-defaulting Underwriter or Underwriters Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the non-defaulting Underwriter or Underwriters Representative shall not have completed such arrangements within such 24-hour period, then then: (i) if the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount number of Defaulted Securities set forth opposite their names in Schedule II hereto bear to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall does not exceed 10% of the aggregate amount number of Securities set forth in Schedule II heretoto be purchased on such date, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, each of the Securities, and if such non-defaulting Underwriters do shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (ii) if the Securitiesnumber of Defaulted Securities exceeds 10% of the number of Securities to be purchased on such date, this Agreement will or, with respect to the Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Date of Delivery shall terminate without liability to on the part of any non-defaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding seven days, as the non-defaulting Underwriter or Underwriters shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effectedUnderwriter. No action taken pursuant to this Section 9 shall relieve any defaulting Underwriter from its liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative or the Company shall have the right to postpone the Closing Time (or, if any Option Securities are purchased, the Date of Delivery) for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. If If, on the Closing Date or any one or more Underwriters Option Closing Date, any Underwriter shall fail to purchase and pay for any the portion of the Securities Shares which such Underwriter has agreed to be purchased purchase and pay for on such date (otherwise than by such Underwriter reason of any default on the part of the Company or Underwriters hereunder (the "Defaulted Securities") and such failure to purchase shall constitute a default in the performance of its or their obligations under this AgreementOperating Partnership), the non-defaulting Underwriter or Underwriters Representatives shall have the right, use their reasonable efforts to procure within 24 36 hours thereafter, to make arrangements for thereafter one or more of the non-defaulting other Underwriters, or any other underwritersothers, to purchase all, but not less than all, of from the Defaulted Securities in Company such amounts as may be agreed upon and upon the terms herein set forth; if, howeverforth herein, the non-defaulting Underwriter or Underwriters shall not have completed such arrangements within such 24-hour period, then the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto bear to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided. If after such 36 hours the Representatives shall not have procured such other Underwriters, howeveror any others, that in to purchase the event that the aggregate amount of Securities which Shares agreed to be purchased by the defaulting Underwriter or Underwriters agreed but failed Underwriters, then (a) if the aggregate number of Shares with respect to purchase which such default shall occur does not exceed 10% of the aggregate amount of Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right Shares to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any non-defaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 9, purchased on the Closing Date shall be postponed for such period, not exceeding seven daysor any Option Closing Date, as the non-case may be, the other Underwriters shall be 20613328.8 obligated, severally, in proportion to the respective numbers of Shares which they are obligated to purchase hereunder, to purchase the Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Shares with respect to which such default shall determine occur exceeds 10% of the Shares to be purchased on the Closing Date or any Option Closing Date, as the case may be, the Company or the Representatives will have the right, by written notice given within the next 36-hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the nondefaulting Underwriters or of the Company, except to the extent set forth in Sections 7 and 9 hereof. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company for damages caused by its default. If other Underwriters are obligated or agree to purchase the Shares of a defaulting or withdrawing Underwriter, either the Representatives or the Company may postpone the Closing Date or any Option Closing Date for up to seven full business days in order to effect any changes that in the required changes opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement and Statement, the Final Prospectus or in any other documents document or arrangements may be effected. No action taken pursuant to this Section 9 shall relieve any defaulting Underwriter from its liability in respect of its defaultarrangement.

Default by One or More of the Underwriters. If any one or more --------------------------------------------- Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder (the "Defaulted Securities") and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the non-defaulting Underwriter or Underwriters Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the non-defaulting Underwriter or Underwriters Representative shall not have completed such arrangements within such 24-hour period, then the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto bear to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any non-defaulting nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding seven days, as the non-defaulting Underwriter or Underwriters Representative shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. No action taken pursuant to this Section 9 shall relieve any defaulting Underwriter from its liability in respect of its default.

Default by One or More of the Underwriters. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder (the "Defaulted Securities") and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the non-defaulting Underwriter or Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the non-defaulting Underwriter or Underwriters shall not have completed such arrangements within such 24-hour period, then the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the principal amount of Securities set forth opposite their names in Schedule II A hereto bear bears to the aggregate principal amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate principal amount of the Securities set forth in Schedule II A hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting nondefaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any non-defaulting nondefaulting Underwriter or the CompanyCompany except that the provisions of Sections 5(a), 7, 8, 9, 12 and 17 shall at all times be effective and shall survive such termination. In the event of a default by any Underwriter as set forth in this Section 910, the Closing Date shall be postponed for such period, not exceeding seven daysfive Business Days, as the non-defaulting Underwriter or Underwriters Representatives shall determine in order that the required changes in the Registration Statement Statement, the General Disclosure Package and the Final Prospectus or in any other documents or arrangements may be effected. No action taken pursuant to Nothing contained in this Section 9 Agreement shall relieve any defaulting Underwriter from its liability in respect of its defaultliability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by One or More of the Underwriters. If any one or more of the Underwriters shall fail or refuse to purchase Trust Preferred Securities which it or they are obligated to purchase hereunder, and pay for any the aggregate number of the Trust Preferred Securities agreed to be purchased by which such defaulting Underwriter or Underwriters hereunder (the "Defaulted Securities") and such failure are obligated but fail or refuse to purchase shall constitute a default in is not more than one-tenth of the performance aggregate number of its or their obligations under this Agreementthe Trust Preferred Securities, the each non-defaulting Underwriter or Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the non-defaulting Underwriter or Underwriters shall not have completed such arrangements within such 24-hour period, then the remaining Underwriters shall be obligated severally to take up and pay for (obligated, severally, in the respective proportions proportion which the amount number of Trust Preferred Securities set forth opposite their names its name in Schedule II I hereto bear bears to the aggregate amount number of Trust Preferred Securities set forth opposite the names of all non-defaulting Underwriters, to purchase the remaining Underwriters) the Trust Preferred Securities which the such defaulting Underwriter or Underwriters agreed are obligated, but failed fail or refuse, to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting . If any Underwriter or Underwriters agreed but failed shall fail or refuse to purchase shall exceed 10% the Trust Preferred Securities, and the aggregate number of Trust Preferred Securities with respect to which such default occurs is more than one-tenth of the aggregate amount number of Trust Preferred Securities set forth and arrangements satisfactory to you and the Offerors for the purchase of such Trust Preferred Securities by one or more non-defaulting Underwriters or other party or parties approved by you and the Offerors are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of the Offerors (except in Schedule II heretoeach case as provided in Sections 7 and 9 hereof) or any non-defaulting Underwriter. In any such case which does not result in termination of this Agreement, either you or the remaining Underwriters Offerors shall have the right to purchase allpostpone the Closing Date, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any non-defaulting Underwriter or the Company. In the in no event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding longer than seven days, as the non-defaulting Underwriter or Underwriters shall determine in order that the required changes changes, if any, in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. No Any action taken pursuant to under this Section 9 paragraph shall not relieve any defaulting Underwriter from its liability in respect of its defaultany such default of any such Underwriter under this Agreement. The term “Underwriter” as used in this Agreement includes, for all purposes of this Agreement, any party not listed in Schedule I hereto who, with your approval and the approval of the Offerors, purchases Trust Preferred Securities which a defaulting Underwriter is obligated, but fails or refuses, to purchase. Any notice under this Section 10 may be given by telegram, telecopy or telephone but shall be subsequently confirmed by letter.

Default by One or More of the Underwriters. If If, at the Closing Time or any Date of Delivery, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase the Securities that it has or they have agreed to purchase hereunder on such date (the “Defaulted Securities”), and pay for any the aggregate principal amount of Defaulted Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than 10% of the aggregate principal amount of the Securities agreed to be purchased by on such Underwriter or Underwriters hereunder (the "Defaulted Securities") and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreementdate, the non-defaulting Underwriter or Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the non-defaulting Underwriter or Underwriters shall not have completed such arrangements within such 24-hour period, then the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which that the aggregate principal amount of Initial Securities set forth opposite their respective names in Schedule II hereto bear I bears to the aggregate principal amount of Initial Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the remaining Underwriters) Representatives may specify, to purchase the Initial Securities which the such defaulting Underwriter or Underwriters agreed but failed or refused to purchasepurchase on such date; provided, however, that in the no event that shall the aggregate principal amount of Securities which that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of 10% of such Securities without the defaulting written consent of such Underwriter. If, at the Closing Time, any Underwriter or Underwriters agreed but failed shall fail or refuse to purchase shall exceed Initial Securities and the aggregate principal amount of Initial Securities with respect to which such default occurs is more than 10% of the aggregate principal amount of Initial Securities to be purchased on such date, and arrangements satisfactory to the Representatives and the Transaction Entities for the purchase of such Initial Securities are not made within 48 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter, or the Transaction Entities, except that the Transaction Entities will continue to be liable for the payment of expenses to the extent set forth in Schedule II hereto, Section 4 hereof. In any such case either the remaining Underwriters Representatives or the Transaction Entities shall have the right to purchase allpostpone the Closing Time, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any non-defaulting Underwriter or the Company. In the in no event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding longer than seven days, as the non-defaulting Underwriter or Underwriters shall determine in order that the required changes changes, if any, in the Registration Statement and Statement, the Final General Disclosure Package, the Prospectus or in any other documents or arrangements may be effected. If, on any Date of Delivery, any Underwriter or Underwriters shall fail or refuse to purchase Option Securities and the aggregate principal amount of Option Securities with respect to which such default occurs is more than 10% of the aggregate principal amount of Option Securities to be purchased on such Date of Delivery, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Option Securities to be sold on such Date of Delivery or (ii) purchase not less than the aggregate principal amount of Option Securities that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10. No action taken pursuant to this Section 9 10 shall relieve any defaulting Underwriter from its liability in respect of its default.

Default by One or More of the Underwriters. If any one or more of the Underwriters shall fail at the Closing Time or the relevant Date of Delivery, as the case may be, to purchase and pay for any of the Underwritten Securities agreed which it or they are obligated to be purchased by such Underwriter or Underwriters hereunder purchase under the applicable Terms Agreement (the "“Defaulted Securities") ”), then the applicable Manager or the 22 Co-Managers, as the case may be, and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the non-defaulting Underwriter or Underwriters Company shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwritersunderwriters reasonably acceptable to the applicable Manager or the Co-Managers, as the case may be,, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the nonapplicable Manager or the Co-defaulting Underwriter or Underwriters Managers, as the case may be, shall not have completed such arrangements within such 24-hour period, then then: (a) if the remaining Underwriters shall be obligated severally to take up and pay for (in number or aggregate principal amount, as the respective proportions which the amount case may be, of Defaulted Securities set forth opposite their names in Schedule II hereto bear to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall does not exceed 10% of the number or aggregate amount principal amount, as the case may be, of Underwritten Securities set forth in Schedule II heretoto be purchased on such date pursuant to such Terms Agreement, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting Underwriters do shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations under such Terms Agreement bear to the underwriting obligations of all non-defaulting Underwriters, or (b) if the Securitiesnumber or aggregate principal amount, this as the case may be, of Defaulted Securities exceeds 10% of the number or aggregate principal amount, as the case may be, of Underwritten Securities to be purchased on such date pursuant to such Terms Agreement, such Terms Agreement will (or, with respect to the Underwriters’ exercise of any applicable over-allotment option for the purchase of Option Underwritten Securities on a Date of Delivery after the Closing Time, the obligations of the Underwriters to purchase, and the Company to sell, such Option Underwritten Securities on such Date of Delivery) shall terminate without liability to on the part of any non-defaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding seven days, as the non-defaulting Underwriter or Underwriters shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effectedUnderwriter. No action taken pursuant to this Section 9 10 shall relieve any defaulting Underwriter from its liability in respect of its default. In the event of any such default which does not result in (i) a termination of the applicable Terms Agreement or (ii) in the case of a Date of Delivery after the Closing Time, a termination of the obligations of the Underwriters and the Company with respect to the related Option Underwritten Securities, as the case may be, either the applicable Manager or the Co-Managers, as the case may be, or the Company shall have the right to postpone the Closing Time or the relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement or the Prospectus or in any other documents or arrangements. SECTION 11.

Default by One or More of the Underwriters. If If, on either the Closing Date or the Option Closing Date, any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder (the "Defaulted Securities") and such failure to purchase shall constitute a default defaults in the performance of its or their obligations under this Underwriting Agreement, the remaining non-defaulting Underwriter or Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the non-defaulting Underwriter or Underwriters shall not have completed such arrangements within such 24-hour period, then the remaining Underwriters shall be obligated severally to take up and pay for (purchase the Securities which the defaulting Underwriter agreed but failed to purchase on such Closing Date in the respective proportions which the amount number of Firm Securities set forth opposite their names the name of each remaining non-defaulting Underwriter in Schedule II A ---------- hereto bear bears to the aggregate amount total number of Firm Securities set forth opposite the names of all the remaining Underwriters) the Securities which the non-defaulting Underwriter or Underwriters agreed but failed to purchasein Schedule A hereto; provided, ---------- however, that in the event that remaining non-defaulting Underwriters shall not be obligated to purchase any of the aggregate amount Securities on such Closing Date if the total number of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10on such date exceeds 9.09% of the aggregate amount total number of Securities set forth in Schedule II heretoto be purchased on such Closing Date, and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the number of Securities which it agreed to purchase on such Closing Date. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Underwriters who so agree, shall have the right to purchase allright, but shall not be under any obligation obligated, to purchase anypurchase, of in such proportion as may be agreed upon among them, all the Securities, and if Securities to be purchased on such Closing Date. If the remaining non-defaulting Underwriters or other underwriters satisfactory to the Underwriters do not elect to purchase all the SecuritiesSecurities which the defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date, this Underwriting Agreement will (or, with respect to the Option Closing Date, the obligation of the Underwriters to purchase, and of the Company to sell, the Option Securities) shall terminate without liability to on the part of any non-non- defaulting Underwriter or the Company. In , except that the event Company will continue to be liable for the payment of a default by any Underwriter as expenses to the extent set forth in Sections 4(g) and 4(h). As used in this Underwriting Agreement, the term "Underwriter" includes, for all purposes of this Underwriting Agreement unless the context requires otherwise, any party not listed in Schedule A hereto who, pursuant to ---------- this Section 913, the Closing Date shall be postponed for such period, not exceeding seven days, as the non-purchases Firm Securities which a defaulting Underwriter or Underwriters shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. No action taken pursuant agreed but failed to this Section 9 shall relieve any defaulting Underwriter from its liability in respect of its defaultpurchase.

Default by One or More of the Underwriters. If If, on the Closing Date, any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder (the "Defaulted Securities") and such failure to purchase shall constitute a default defaults in the performance of its or their obligations under this Underwriting Agreement, the remaining non-defaulting Underwriter or Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the non-defaulting Underwriter or Underwriters shall not have completed such arrangements within such 24-hour period, then the remaining Underwriters shall be obligated severally to take up and pay for (purchase the Securities that the defaulting Underwriter agreed but failed to purchase on the Closing Date in the respective proportions which the principal amount of Securities set forth opposite their names the name of each remaining non-defaulting Underwriter in Schedule II A hereto bear bears to the total aggregate principal amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the non-defaulting Underwriter or Underwriters agreed but failed to purchasein Schedule A hereto; provided, however, that in the event that remaining non-defaulting Underwriters shall not be obligated to purchase any of the Securities on the Closing Date if the total aggregate principal amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 9.09% of the total aggregate principal amount of Securities to be purchased on the Closing Date, and any remaining non-defaulting Underwriter shall exceed 10not be obligated to purchase more than 110% of the aggregate principal amount of Securities set forth in Schedule II heretowhich it agreed to purchase on the Closing Date pursuant to the terms of Section 3 without the written consent of such Underwriter. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Underwriters who so agree, shall have the right to purchase allright, but shall not be under any obligation obligated, to purchase anypurchase, of in such proportion as may be agreed upon among them, all the Securities, and if such non-defaulting Securities to be purchased on the Closing Date. If the remaining Underwriters or other underwriters satisfactory to the Underwriters do not elect to purchase all the SecuritiesSecurities which the defaulting Underwriter or Underwriters agreed but failed to purchase on the Closing Date, this Underwriting Agreement will shall terminate without liability to on the part of any non-defaulting Underwriter or the Company. In Transaction Entities, except that the event Transaction Entities will continue to be liable for the payment of a default by any Underwriter as expenses to the extent set forth in Sections 4 and 6. As used in this Underwriting Agreement, the term "Underwriter" includes, for all purposes of this Underwriting Agreement unless the context requires otherwise, any party not listed in Schedule A hereto who, pursuant to this Section 98, purchases Securities which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Transaction Entities for damages caused by its default. If other underwriters are obligated or agree to purchase the Securities of a defaulting or withdrawing Underwriter, either the Underwriters or the Company may postpone the Closing Date shall be postponed for such period, not exceeding up to seven days, as the non-defaulting Underwriter or Underwriters shall determine full business days in order to effect any changes that in the required changes opinion of counsel for the Operating Partnership or counsel for the Underwriters may be necessary in the Registration Statement and Statement, the Final Prospectus or in any other documents document or arrangements may be effected. No action taken pursuant to this Section 9 shall relieve any defaulting Underwriter from its liability in respect of its defaultarrangement.

Default by One or More of the Underwriters. If If, on either Delivery Date, any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder (the "Defaulted Securities") and such failure to purchase shall constitute a default defaults in the performance of its or their obligations under this Agreement, the remaining non-defaulting Underwriter or Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the non-defaulting Underwriter or Underwriters shall not have completed such arrangements within such 24-hour period, then the remaining Underwriters shall be obligated severally to take up and pay for (purchase the Shares which the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the amount number of Securities Firm Shares set forth opposite their names the name of each remaining non-defaulting Underwriter in Schedule II 1 hereto bear bears to the aggregate amount total number of Securities Firm Shares set forth opposite the names of all the remaining Underwriters) the Securities which the non-defaulting Underwriter or Underwriters agreed but failed to purchasein Schedule 1 hereto; providedPROVIDED, howeverHOWEVER, that in the event that remaining non-defaulting Underwriters shall not be obligated to purchase any of the aggregate amount Shares on such Delivery Date if the total number of Securities Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10on such date exceeds 9.09% of the aggregate amount total number of Securities set forth in Schedule II heretoShares to be purchased on such Delivery Date, and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the number of Shares which it agreed to purchase on such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining Underwriters non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right to purchase allright, but shall not be under any obligation obligated, to purchase, in such proportion as may be agreed upon among them, all the Shares to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase any, of the Securities, and if Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase on such non-defaulting Underwriters do not purchase all the SecuritiesDelivery Date, this Agreement will (or, with respect to the Second Delivery Date, the obligation of the Underwriters to purchase, and of the Company to sell, the Option Shares) shall terminate without liability to on the part of any non-defaulting Underwriter or the Company. In Transaction Entities, except that the event Transaction Entities will continue to be liable for the payment of a default by any Underwriter as expenses to the extent set forth in Sections 6 and 12. As used in this Agreement, the term "Underwriter" includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule 1 hereto who, pursuant to this Section 9, the Closing Date shall be postponed for such period, not exceeding seven days, as the non-purchases Initial Shares which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Transaction Entities for damages caused by its default. If other underwriters are obligated or Underwriters shall determine agree to purchase the Shares of a defaulting or withdrawing Underwriter, either the Representatives or the Company may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the required changes opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement and Statement, the Final Prospectus or in any other documents document or arrangements may be effected. No action taken pursuant to this Section 9 shall relieve any defaulting Underwriter from its liability in respect of its defaultarrangement.

Default by One or More of the Underwriters. If If, on the Closing Date or an Option Closing Date, any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder (the "Defaulted Securities") and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the non-defaulting Underwriter or Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, Underwriters shall fail or any other underwriters, refuse to purchase allSecurities that it or they have agreed to purchase under this Agreement, but not less than all, and the number of the Defaulted Securities in which such amounts as may be agreed upon and upon the terms herein set forth; if, however, the non-defaulting Underwriter or Underwriters shall agreed but failed or refused to purchase does not have completed exceed 10% of the number of Securities to be purchased on such arrangements within such 24-hour periodClosing Date or Option Closing Date, then the remaining other Underwriters shall be obligated severally to take up and pay for (obligated, severally, in the respective proportions which that the amount number of Securities set forth opposite their respective names in Schedule II on Exhibit A hereto bear bears to the aggregate principal amount of Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the remaining Representatives with the consent of the non-defaulting Underwriters) , to purchase the Securities which the such defaulting Underwriter or Underwriters agreed but failed or refused to purchase; providedpurchase on such date. If, howeveron the Closing Date or Option Closing Date, that in any one or more of the event that Underwriters shall fail or refuse to purchase Securities and the aggregate amount number of Securities with respect to which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed such default occurs exceeds 10% of the aggregate amount number of Securities set forth in Schedule II heretoto be purchased on such date, and arrangements satisfactory to the Representatives and the Company for the purchase of such Securities are not made within 48 hours after such default, this Agreement or, with respect to any Option Closing Date that occurs after the Closing Date, the remaining obligation of the Underwriters to purchase and of the Company to sell the Option Securities that were to have been purchased and sold on such Option Closing Date, shall terminate without liability of any party to any other party except that the provisions of Section 4, Section 6, Section 7, Section 8, Section 9 and Section 13 shall at all times be effective and shall survive such termination. In any such case either the Representatives or the Company shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any non-defaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 9, postpone the Closing Date shall be postponed or Option Closing Date, but in no event for such period, not exceeding longer than seven days, as the non-defaulting Underwriter or Underwriters shall determine days in order that the required changes in changes, if any, to the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. No As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken pursuant to under this Section 9 10 shall not relieve any defaulting Underwriter from its liability in respect of its defaultany default of such Underwriter under this Agreement.

Default by One or More of the Underwriters. If If, on either the Closing Date or the Option Closing Date, any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder (the "Defaulted Securities") and such failure to purchase shall constitute a default defaults in the performance of its or their obligations under this Underwriting Agreement, the remaining non-defaulting Underwriter or Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the non-defaulting Underwriter or Underwriters shall not have completed such arrangements within such 24-hour period, then the remaining Underwriters shall be obligated severally to take up and pay for (purchase the Securities which the defaulting Underwriter agreed but failed to purchase on such Closing Date in the respective proportions which the amount number of Firm Securities set forth opposite their names the name of each remaining non-defaulting Underwriter in Schedule II SCHEDULE A hereto bear bears to the aggregate amount total number of Firm Securities set forth opposite the names of all the remaining Underwriters) the Securities which the non-defaulting Underwriter or Underwriters agreed but failed to purchasein SCHEDULE A hereto; provided, however, that in the event that remaining non-defaulting Underwriters shall not be obligated to purchase any of the aggregate amount Securities on such Closing Date if the total number of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10on such date exceeds 9.09% of the aggregate amount total number of Securities set forth in Schedule II heretoto be purchased on such Closing Date, and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the number of Securities which it agreed to purchase on such Closing Date. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Underwriters who so agree, shall have the right to purchase allright, but shall not be under any obligation obligated, to purchase anypurchase, of in such proportion as may be agreed upon among them, all the Securities, and if Securities to be purchased on such Closing Date. If the remaining non-defaulting Underwriters or other underwriters satisfactory to the Underwriters do not elect to purchase all the SecuritiesSecurities which the defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date, this Underwriting Agreement will (or, with respect to the Option Closing Date, the obligation of the Underwriters to purchase, and of the Company to sell, the Option Securities) shall terminate without liability to on the part of any non-defaulting Underwriter or the Company. In , except that the event Company will continue to be liable for the payment of a default by any Underwriter as expenses to the extent set forth in Sections 4(g) and 4(h). As used in this Section 9Underwriting Agreement, the Closing Date shall be postponed term "Underwriter" includes, for such periodall purposes of this Underwriting Agreement unless the context requires otherwise, any party not exceeding seven dayslisted in SCHEDULE A hereto who, as the non-defaulting Underwriter or Underwriters shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. No action taken pursuant to this Section 9 shall relieve any 13, purchases Firm Securities which a defaulting Underwriter from its liability in respect of its defaultagreed but failed to purchase.

Default by One or More of the Underwriters. If any one or more Underwriters shall fail to purchase and pay for any of the Offered Securities agreed to be purchased by such Underwriter or Underwriters hereunder (under this Agreement and the "Defaulted Securities") applicable Terms Agreement and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the non-defaulting Underwriter or Underwriters shall have the right, within 24 hours thereafter, to Representative(s) may make arrangements satisfactory to the Company for one or more the purchase of such Offered Securities by other persons (including any of the non-defaulting Underwriters, or any other underwriters, to purchase all, ) but not less than all, of if no arrangements are made by the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the non-defaulting Underwriter or Underwriters shall not have completed such arrangements within such 24-hour period, then Closing Date the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Offered Securities set forth opposite their names in Schedule II hereto the Terms Agreement bear to the aggregate amount of Offered Securities set forth opposite the names of all the remaining Underwriters) the Offered Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Offered Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% 10 percent of the aggregate amount of Offered Securities set forth in Schedule II heretosuch Terms Agreement, the Representative(s) may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons (including any of the Underwriters) but if no arrangements are made by the Closing Date the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Offered Securities, and if such non-defaulting Underwriters do not purchase all the Offered Securities, this Agreement will terminate without liability to any non-defaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 910, the Closing Date shall be postponed for such period, not exceeding seven days, as the non-defaulting Underwriter or Underwriters Representative(s) shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. No action taken pursuant to Nothing contained in this Section 9 Agreement shall relieve any defaulting Underwriter from its liability in respect of its defaultliability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunder.

Default by One or More of the Underwriters. If any one or more of the Underwriters shall fail at Closing Time to purchase and pay for any of the Securities agreed which it or they are obligated to be purchased by such Underwriter or Underwriters hereunder purchase under this Agreement (the "Defaulted Securities") and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement), the non-defaulting Underwriter or Underwriters Representatives shall have the right, but not the obligation, within 24 hours thereafter, to make arrangements for one or more of the non-non- defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the non-defaulting Underwriter or Underwriters Representatives shall not have completed such arrangements within such 24-hour period, then (a) if the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount number of Defaulted Securities set forth opposite their names in Schedule II hereto bear to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall does not exceed 10% of the aggregate principal amount of the Securities set forth in Schedule II heretoto be purchased hereunder, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, each of the Securities, and if such non-defaulting Underwriters do shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (b) if the Securitiesnumber of Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased hereunder, then this Agreement will shall terminate without liability to on the part of any non-defaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding seven days, as the non-defaulting Underwriter or Underwriters shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effectedUnderwriter. No action taken pursuant to this Section 9 shall relieve any defaulting Underwriter from its liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, either the Representatives or the Company shall have the right to postpone Closing Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. As used herein, the term "Underwriter" includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. If any one or more of the Underwriters shall fails to purchase its applicable percentage of the aggregate number of the Securities at the Closing Time (the Securities in respect of which the defaulting Underwriter(s) fail to purchase and pay for any of hereinafter called the Securities agreed to be purchased by such Underwriter or Underwriters hereunder (the "“Defaulted Securities") and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement”), the non-defaulting Underwriter or other Underwriters shall will have the right, within 24 hours thereafterbut will not be obligated, to make arrangements for one or more of the non-defaulting Underwriterspurchase, or any other underwriters, to purchase all, all but not less than all, of the Defaulted Securities; provided that if the number of Defaulted Securities in such amounts as may does not exceed 10% of the number of Securities to be agreed upon and upon purchased at the terms herein set forth; if, howeverClosing Time hereunder, the non-defaulting Underwriter or Underwriters shall not have completed such arrangements within such 24-hour period, then the remaining Underwriters shall be obligated obligated, each severally and not jointly, to take up and pay for (purchase the full amount of the Defaulted Securities in the proportions that their respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto underwriting obligations bear to the aggregate amount of Securities set forth opposite the names underwriting obligation of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting Underwriters do not purchase all Underwriters. If, with respect to the Defaulted Securities, this Agreement will terminate without liability to any non-defaulting Underwriter or elects not to exercise its right to acquire the Company. In Defaulted Securities so as to assume the event entire obligation of a default by any the defaulting Underwriter as set forth in this Section 9, and the number of Defaulted Securities exceeds 10% of the number of Securities to be purchased at the Closing Date shall be postponed for such periodTime hereunder, not exceeding seven days, as then the Company will have the right to either (i) proceed with the sale of the applicable Securities (less the Defaulted Securities) to the non-defaulting Underwriter Underwriters, or (ii) terminate its obligations hereunder without liability to the non-defaulting Underwriters shall determine in order that the required changes in the Registration Statement except under Sections 7, 9 and the Final Prospectus or in any other documents or arrangements may be effected10. No action taken pursuant to this Section 9 13 shall relieve any defaulting Underwriter from its liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, either the Representatives or the Company shall have the right to postpone the Closing Time, for a period not exceeding seven days to the extent such delay is necessary to effect any required changes in the Final Prospectus or in any other material documents. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 13.

Default by One or More of the Underwriters. If any one or more of the Underwriters shall fail at the Closing Date to purchase and pay for any of the Securities agreed which it or they are obligated to be purchased by such Underwriter or Underwriters hereunder purchase under this Agreement (the "“Defaulted Securities") and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement”), the non-defaulting Underwriter or Underwriters Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting non‑defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the non-defaulting Underwriter or Underwriters Representatives shall not have completed such arrangements within such 24-hour 24‑hour period, then then: (a) if the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount number of Defaulted Securities set forth opposite their names in Schedule II hereto bear to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall does not exceed 10% of the aggregate amount number of Securities set forth in Schedule II heretoto be purchased on such date, each of the remaining non‑defaulting Underwriters shall have the right be obligated, severally and not jointly, to purchase all, but shall not be under any obligation the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to purchase any, the underwriting obligations of all non‑defaulting Underwriters; or (b) if the number of Defaulted Securities exceeds 10% of the Securities, and if number of Securities to be purchased on such non-defaulting Underwriters do not purchase all the Securitiesdate, this Agreement will shall terminate without liability to on the part of any non-defaulting non‑defaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding seven days, as the non-defaulting Underwriter or Underwriters shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. No action taken pursuant to this Section 9 10 shall relieve any defaulting Underwriter from its liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, the Representatives shall have the right to postpone the Closing Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10. SECTION 11.

Default by One or More of the Underwriters. If any one or more of the Underwriters participating in an offering of Securities shall fail at the applicable Closing Time to purchase and pay for any of the Securities agreed which it or they are obligated to be purchased by such Underwriter or Underwriters purchase hereunder and under the applicable Pricing Agreement (the "Defaulted Securities") and such failure ), then you, as the Representatives of the Underwriters, shall use your reasonable efforts to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the non-defaulting Underwriter or Underwriters shall have the right, procure within 24 36 hours thereafter, to make arrangements for thereafter one or more of the non-defaulting other Underwriters, or any other underwritersothers, to purchase all, but not less than all, of from the Defaulted Securities in Company such amounts as may be agreed upon and upon the terms herein set forth; if, however, the non-defaulting Underwriter or Underwriters shall not have completed such arrangements within such 24-hour period, then the remaining Underwriters shall be obligated severally to take up forth therein and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto bear to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) applicable Pricing Agreement, the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided. If during such 36 hours you, howeveras such Representatives, that in shall not have procured such other Underwriters, or any others, to purchase the event that Securities agreed to be purchased by the defaulting Underwriter or Underwriters, then (a) if the aggregate amount of the Defaulted Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall does not exceed 10% of the Securities covered by the applicable Pricing Agreement, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Securities which they are obligated to purchase under such Pricing Agreement, to purchase the Securities which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate amount of the Defaulted Securities set forth in Schedule II heretoexceeds 10% of the Securities covered by the applicable Pricing Agreement, the remaining Company or you as the Representatives of the Underwriters shall will have the right right, by written notice given within the next 36-hour period to purchase allthe parties to the applicable Pricing Agreement, but shall not be under any obligation to purchase any, of terminate the Securities, and if such non-defaulting Underwriters do not purchase all the Securities, this applicable Pricing Agreement will terminate without liability on the part of any nondefaulting Underwriter. No action pursuant to this Section shall relieve any non-defaulting Underwriter or the Companyfrom liability in respect of its default. In the event of any such default which does not result in a default by any Underwriter as set forth in this Section 9termination of the applicable Pricing Agreement, the Closing Date shall be postponed for such period, not exceeding seven days, as either the non-defaulting Underwriter or Underwriters Underwriters, as the case may be, or the Company shall determine have the right to postpone the Closing Time for a period not exceeding seven days in order that the to effect any required changes in the Registration Statement and the Final or Prospectus or in any other documents or arrangements may be effected. No action taken pursuant to this Section 9 shall relieve any defaulting Underwriter from its liability in respect of its defaultarrangement.

Default by One or More of the Underwriters. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder (the "“Defaulted Securities"”) and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the non-defaulting Underwriter or Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the non-defaulting Underwriter or Underwriters shall not have completed such arrangements within such 24-hour period, then the remaining Underwriters that are purchasing the Securities having the same Pool designation shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto bear to the aggregate amount of Securities for such Pool set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Securities of the related Pool as set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any non-defaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding seven days, as the non-defaulting Underwriter or Underwriters shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. No action taken pursuant to this Section 9 shall relieve any defaulting Underwriter from its liability in respect of its default.

Default by One or More of the Underwriters. If any one or more of the Underwriters shall fail on the Initial Closing Date or any Option Closing Date, as the case may be, to purchase and pay for any of the Securities agreed which it or they are obligated to be purchased by such Underwriter or Underwriters hereunder purchase under this Agreement (the "“Defaulted Securities") and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement”), the non-defaulting Underwriter or Underwriters Representative shall have the right, within 24 36 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the non-defaulting Underwriter or Underwriters Representative shall not have completed such arrangements within such 2436-hour period, then the remaining Underwriters shall be obligated severally to take up and pay for then: (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto bear to a) if the aggregate amount number of Defaulted Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall does not exceed 10% of the aggregate amount number of Securities set forth in Schedule II heretoto be purchased on such date, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, each of the Securities, and if such non-defaulting Underwriters do shall be obligated, severally and not jointly, to purchase the full amount of such Defaulted Securities in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters; or (b) if the Securitiesaggregate number of Defaulted Securities exceeds 10% of the aggregate number of Securities to be purchased on such date, this Agreement will shall terminate without liability to on the part of any non-defaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding seven days, as the non-defaulting Underwriter or Underwriters shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effectedUnderwriter. No action taken pursuant to this Section 9 10 shall relieve any defaulting Underwriter from its liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, the Representative shall have the right to postpone the Initial Closing Date or any Option Closing Date, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. If any one or more of the Underwriters shall fail at the Closing Date to purchase and pay for any of the Securities agreed Shares which it or they are obligated to be purchased by such Underwriter or Underwriters hereunder purchase under this Agreement (the "Defaulted Securities") and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement), the non-defaulting Underwriter or Underwriters Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the non-defaulting Underwriter or Underwriters Representatives shall not have completed such arrangements within such 24-hour period, then then: (i) if the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount number of Defaulted Securities set forth opposite their names in Schedule II hereto bear to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall does not exceed 10% of the aggregate amount number of Securities set forth in Schedule II heretoShares to be purchased on such date, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, each of the Securities, and if such non-defaulting Underwriters do shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters; or (ii) if the Securitiesnumber of Defaulted Securities exceeds 10% of the number of Shares to be purchased on such date, this Agreement will the obligation of the Underwriters to purchase and of the Company to sell the Shares shall terminate without liability to on the part of any non-defaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding seven days, as the non-defaulting Underwriter or Underwriters shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effectedUnderwriter. No action taken pursuant to this Section 9 14 shall relieve any defaulting Underwriter from its liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, either the Representatives or the Company shall have the right to postpone the Closing Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. As used herein, the term "Underwriter" includes any person substituted for an Underwriter under this Section 14.

Default by One or More of the Underwriters. If If, on the Delivery Date, any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder (the "Defaulted Securities") and such failure to purchase shall constitute a default defaults in the performance of its or their obligations under this Agreement, the remaining non-defaulting Underwriter or Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the non-defaulting Underwriter or Underwriters shall not have completed such arrangements within such 24-hour period, then the remaining Underwriters shall be obligated severally to take up and pay for (purchase the Notes which the defaulting Underwriter agreed but failed to purchase on the Delivery Date in the respective proportions which the principal amount of Securities Notes set forth opposite their names the name of each remaining non-defaulting Underwriter in Schedule II I hereto bear bears to the total aggregate principal amount of Securities Notes set forth opposite the names of all the remaining Underwriters) the Securities which the non-defaulting Underwriter or Underwriters agreed but failed to purchasein Schedule I hereto; provided, however, that in the event that remaining non-defaulting Underwriters shall not be obligated to purchase any of the Notes on the Delivery Date if the total aggregate principal amount of Securities Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 9.09% of the total aggregate principal amount of Notes to be purchased on the Delivery Date, and any remaining non-defaulting Underwriter shall exceed 10not be obligated to purchase more than 110% of the aggregate principal amount of Securities set forth in Schedule II heretoNotes which it agreed to purchase on the Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non- defaulting Underwriters, or those other underwriters satisfactory to the Underwriters who so agree, shall have the right to purchase allright, but shall not be under any obligation obligated, to purchase anypurchase, of in such proportion as may be agreed upon among them, all the Securities, and if such non-defaulting Notes to be purchased on the Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Underwriters do not elect to purchase all the SecuritiesNotes which the defaulting Underwriter or Underwriters agreed but failed to purchase on the Delivery Date, this Agreement will shall terminate without liability to on the part of any non-defaulting Underwriter or the Company. In Transaction Entities, except that the event Transaction Entities will continue to be liable for the payment of a default by any Underwriter as expenses to the extent set forth in Sections 6 and 12. As used in this Agreement, the term "Underwriter" includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto who, pursuant to this Section 9, the Closing Date shall be postponed for such period, not exceeding seven days, as the non-purchases Notes which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Transaction Entities for damages caused by its default. If other underwriters are obligated or agree to purchase the Notes of a defaulting or withdrawing Underwriter, either the Underwriters shall determine or the Company may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the required changes opinion of counsel for the Operating Partnership or counsel for the Underwriters may be necessary in the Registration Statement and Statement, the Final Prospectus or in any other documents document or arrangements may be effected. No action taken pursuant to this Section 9 shall relieve any defaulting Underwriter from its liability in respect of its defaultarrangement.

Default by One or More of the Underwriters. If any one or more Underwriters shall fail to purchase and pay for any of the Offered Securities agreed to be purchased by such Underwriter or Underwriters hereunder (under this Agreement and the "Defaulted Securities") applicable Terms Agreement and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the non-defaulting Underwriter or Underwriters shall have the right, within 24 hours thereafter, to Representative(s) may make arrangements satisfactory to the Company for one or more the purchase of such Offered Securities by other persons (including any of the non-defaulting Underwriters, or any other underwriters, to purchase all, ) but not less than all, of if no arrangements are made by the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the non-defaulting Underwriter or Underwriters shall not have completed such arrangements within such 24-hour period, then Closing Date the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Offered Securities set forth opposite their names in Schedule II hereto the Terms Agreement bear to the aggregate amount of Offered Securities set forth opposite the names of all the remaining Underwriters) the Offered Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Offered Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% 10 percent of the aggregate amount of Offered Securities set forth in Schedule II heretosuch Terms Agreement, the Representative(s) may make arrangements satisfactory to the Company for the purchase of such Offered Securities by other persons (including any of the Underwriters) but if no arrangements are made by the Closing Date the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Offered Securities, and if such non-defaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any non-defaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding seven days, as the non-defaulting Underwriter or Underwriters shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. No action taken pursuant to this Section 9 shall relieve any defaulting Underwriter from its liability in respect of its default.if

Default by One or More of the Underwriters. If If, on the Delivery Date, any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder (the "Defaulted Securities") and such failure to purchase shall constitute a default defaults in the performance of its or their obligations under this Agreement, the remaining non-defaulting Underwriter or Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the non-defaulting Underwriter or Underwriters shall not have completed such arrangements within such 24-hour period, then the remaining Underwriters shall be obligated severally to take up and pay for (purchase the Notes which the defaulting Underwriter agreed but failed to purchase on the Delivery Date in the respective proportions which the principal amount of Securities Notes set forth opposite their names the name of each remaining non-defaulting Underwriter in Schedule II I hereto bear bears to the total aggregate principal amount of Securities Notes set forth opposite the names of all the remaining Underwriters) the Securities which the non-defaulting Underwriter or Underwriters agreed but failed to purchasein Schedule I hereto; provided, however, that in the event that remaining non-defaulting Underwriters shall not be obligated to purchase any of the Notes on the Delivery Date if the total aggregate principal amount of Securities Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase on such date exceeds 9.09% of the total aggregate principal amount of Notes to be purchased on the Delivery Date, and any remaining non-defaulting Underwriter shall exceed 10not be obligated to purchase more than 110% of the aggregate principal amount of Securities set forth in Schedule II heretoNotes which it agreed to purchase on the Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Underwriters who so agree, shall have the right to purchase allright, but shall not be under any obligation obligated, to purchase anypurchase, of in such proportion as may be agreed upon among them, all the Securities, and if such non-defaulting Notes to be purchased on the Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Underwriters do not elect to purchase all the SecuritiesNotes which the defaulting Underwriter or 28 Underwriters agreed but failed to purchase on the Delivery Date, this Agreement will shall terminate without liability to on the part of any non-defaulting Underwriter or the Company. In Transaction Entities, except that the event Transaction Entities will continue to be liable for the payment of a default by any Underwriter as expenses to the extent set forth in Sections 6 and 12. As used in this Agreement, the term "Underwriter" includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule I hereto who, pursuant to this Section 9, the Closing Date shall be postponed for such period, not exceeding seven days, as the non-purchases Notes which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Transaction Entities for damages caused by its default. If other underwriters are obligated or agree to purchase the Notes of a defaulting or withdrawing Underwriter, either the Underwriters shall determine or the Company may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the required changes opinion of counsel for the Operating Partnership or counsel for the Underwriters may be necessary in the Registration Statement and Statement, the Final Prospectus or in any other documents document or arrangements may be effected. No action taken pursuant to this Section 9 shall relieve any defaulting Underwriter from its liability in respect of its defaultarrangement.

Default by One or More of the Underwriters. If If, on either Delivery Date, any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder (the "Defaulted Securities") and such failure to purchase shall constitute a default defaults in the performance of its or their obligations under this Agreement, the remaining non-defaulting Underwriter or Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the non-defaulting Underwriter or Underwriters shall not have completed such arrangements within such 24-hour period, then the remaining Underwriters shall be obligated severally to take up and pay for (purchase the Shares which the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the amount number of Securities Firm Shares set forth opposite their names the name of each remaining non- defaulting Underwriter in Schedule II 1 hereto bear bears to the aggregate amount total number of Securities Firm Shares set forth opposite the names of all the remaining Underwriters) the Securities which the non-defaulting Underwriter or Underwriters agreed but failed to purchasein Schedule 1 hereto; providedPROVIDED, howeverHOWEVER, that in the event that remaining non- defaulting Underwriters shall not be obligated to purchase any of the aggregate amount Shares on such Delivery Date if the total number of Securities Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10on such date exceeds 9.09% of the aggregate amount total number of Securities set forth in Schedule II heretoShares to be purchased on such Delivery Date, and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the number of Shares which it agreed to purchase on such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining Underwriters non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right to purchase allright, but shall not be under any obligation obligated, to purchase, in such proportion as may be agreed upon among them, all the Shares to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase any, of the Securities, and if Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase on such non-defaulting Underwriters do not purchase all the SecuritiesDelivery Date, this Agreement will (or, with respect to the Second Delivery Date, the obligation of the Underwriters to purchase, and of the Company to sell, the Option Shares) shall terminate without liability to on the part of any non-defaulting Underwriter or the Company. In Transaction Entities, except that the event Transaction Entities will continue to be liable for the payment of a default by any Underwriter as expenses to the extent set forth in Sections 6 and 12. As used in this Agreement, the term "Underwriter" includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule 1 hereto who, pursuant to this Section 9, the Closing Date shall be postponed for such period, not exceeding seven days, as the non-purchases Initial Shares which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Transaction Entities for damages caused by its default. If other underwriters are obligated or Underwriters shall determine agree to purchase the Shares of a defaulting or withdrawing Underwriter, either the Representatives or the Company may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the required changes opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement and Statement, the Final Prospectus or in any other documents document or arrangements may be effected. No action taken pursuant to this Section 9 shall relieve any defaulting Underwriter from its liability in respect of its defaultarrangement.

Default by One or More of the Underwriters. If If, on either Delivery Date, any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder (the "Defaulted Securities") and such failure to purchase shall constitute a default defaults in the performance of its or their obligations under this Agreement, the remaining non-defaulting Underwriter or Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the non-defaulting Underwriter or Underwriters shall not have completed such arrangements within such 24-hour period, then the remaining Underwriters shall be obligated severally to take up and pay for (purchase the Shares which the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the amount number of Securities Firm Shares set forth opposite their names the name of each remaining non-defaulting Underwriter in Schedule II 1 hereto bear bears to the aggregate amount total number of Securities Firm Shares set forth opposite the names of all the remaining Underwriters) the Securities which the non-defaulting Underwriter or Underwriters agreed but failed to purchasein Schedule 1 hereto; provided, however, that in the event that remaining non-defaulting Underwriters shall not be obligated to purchase any of the aggregate amount Shares on such Delivery Date if the total number of Securities Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10on such date exceeds 9.09% of the aggregate amount total number of Securities set forth in Schedule II heretoShares to be purchased on such Delivery Date, and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the number of Shares which it agreed to purchase on such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining Underwriters non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right to purchase allright, but shall not be under any obligation obligated, to purchase, in such proportion as may be agreed upon among them, all the Shares to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase any, of the Securities, and if Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase on such non-defaulting Underwriters do not purchase all the SecuritiesDelivery Date, this Agreement will (or, with respect to the Second Delivery Date, the obligation of the Underwriters to purchase, and of the Company to sell, the Option Shares) shall terminate without liability to on the part of any non-defaulting Underwriter or the Company. In Company or any of its subsidiaries, except that the event Company and the Operating Partnership will continue to be liable for the payment of a default by any Underwriter as expenses to the extent set forth in Sections 6 and 13. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule 1 hereto who, pursuant to this Section 9, the Closing Date shall be postponed for such period, not exceeding seven days, as the non-purchases Shares which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company or Underwriters shall determine any of its subsidiaries for damages caused by its default. If other underwriters are obligated or agree to purchase the Shares of a defaulting or withdrawing Underwriter, either the Representatives or the Company may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the required changes opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement and Statement, the Final Prospectus or in any other documents document or arrangements may be effected. No action taken pursuant to this Section 9 shall relieve any defaulting Underwriter from its liability in respect of its defaultarrangement.

Default by One or More of the Underwriters. If any one or more Underwriters Underwriter shall fail default in its obligation to purchase and pay for any of the Securities that it has agreed to be purchased by such Underwriter purchase hereunder at the Closing Time, the Representatives may in its discretion arrange for the Representatives or Underwriters hereunder (the "Defaulted Securities") and such failure another party or other parties to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the non-defaulting Underwriter or Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted such Securities in such amounts as may be agreed upon and upon on the terms herein set forth; if, however, contained herein. If within thirty six hours after such default by any Underwriter the non-defaulting Underwriter or Underwriters shall Representatives do not have completed arrange for the purchase of such arrangements within such 24-hour periodSecurities, then the remaining Underwriters Company shall be obligated severally entitled to take up and pay for (in a further period of thirty six hours within which to procure another party or other parties satisfactory to the Representatives to purchase such Securities on such terms. In the event that, within the respective proportions which prescribed periods, the amount of Securities set forth opposite their names in Schedule II hereto bear to Representatives notify the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event Company that the aggregate amount Representatives have so arranged for the purchase of Securities which such Securities, or the defaulting Underwriter or Underwriters agreed but failed to Company notifies the Representatives that it has so arranged for the purchase shall exceed 10% of the aggregate amount of Securities set forth in Schedule II heretosuch Securities, the remaining Underwriters Representatives or the Company shall have the right to purchase all, but shall postpone such Closing Time for a period of not be under any obligation to purchase any, of the Securities, and if such non-defaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any non-defaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding more than seven days, as the non-defaulting Underwriter or Underwriters shall determine in order that the required to effect whatever changes may thereby be made necessary in the Registration Statement and or the Final Prospectus Prospectus, or in any other documents or arrangements arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in the Representatives' opinion may thereby be effectedmade necessary. No action taken pursuant The term "Underwriter" as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Section 9 Agreement with respect to such Securities. If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided above, the aggregate number of such Securities which remains unpurchased does not exceed one eleventh of the aggregate number of all the Securities to be purchased at the Closing, then the Company shall have the right to require each non defaulting Underwriter to purchase the number of Securities which such Underwriter agreed to purchase hereunder at the Closing and, in addition, to require each non defaulting Underwriter to purchase its pro rata share (based on the number of Securities which such Underwriter agreed to purchase hereunder) of the Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve any a defaulting Underwriter from liability for its default. If, after giving effect to any arrangements for the purchase of the Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided above, the aggregate number of such Securities which remains unpurchased exceeds one eleventh of the aggregate number of all of the Securities to be purchased at the Closing, or if the Company shall not exercise the right described above to require non defaulting Underwriters to purchase Securities of a defaulting Underwriter or Underwriters, then this Agreement shall thereupon terminate, without liability on the part of any non defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in respect of Section 4 hereof and the indemnity and contribution agreements in Sections 6 and 7 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

Default by One or More of the Underwriters. If any one or more of the Underwriters shall fail at Closing Time or a Date of Delivery to purchase and pay for any of the Securities agreed which it or they are obligated to be purchased by such Underwriter or Underwriters hereunder purchase under this Agreement (the "Defaulted Securities") and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement), the non-defaulting Underwriter or Underwriters Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the non-defaulting Underwriter or Underwriters Representative shall not have completed such arrangements within such 24-hour period, then then: if the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount number of Defaulted Securities set forth opposite their names in Schedule II hereto bear to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall does not exceed 10% of the aggregate principal amount of the Securities set forth to be purchased hereunder, each of the non-defaulting Underwriters shall be obligated, severally and not jointly, to purchase the full amount thereof in Schedule II heretothe proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or if the number of Defaulted Securities exceeds 10% of the aggregate principal amount of the Securities to be purchased hereunder, this Agreement or, with respect to any Date of Delivery which occurs after the Closing Time, the remaining obligation of the Underwriters to purchase and of the Company to sell the Option Securities to be purchased and sold on such Date of Delivery shall terminate without liability on the part of any non-defaulting Underwriter No action taken pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representative or the Company shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any non-defaulting Underwriter postpone Closing Time or the Company. In relevant Date of Delivery, as the event of case may be, for a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, period not exceeding seven days, as the non-defaulting Underwriter or Underwriters shall determine days in order that the to effect any required changes in the Registration Statement and the Final or Prospectus or in any other documents or arrangements may be effectedarrangements. No action taken pursuant to As used herein, the term "Underwriter" includes any person substituted for an Underwriter under this Section 9 shall relieve any defaulting Underwriter from its liability in respect of its default10.

Default by One or More of the Underwriters. If If, on the Closing Date, any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder (the "Defaulted Securities") and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the non-defaulting Underwriter or Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, Underwriters shall fail or any other underwriters, refuse to purchase allNotes which it or they have agreed to purchase under this Agreement, but not less than all, and the aggregate principal amount of the Defaulted Securities in Notes which such amounts as may be agreed upon and upon the terms herein set forth; if, however, the non-defaulting Underwriter or Underwriters shall agreed but failed or refused to purchase is not have completed such arrangements within such 24more than one-hour periodtenth of the aggregate principal amount of the Notes, then the remaining other Underwriters shall be obligated severally to take up and pay for (in the respective proportions which that the principal amount of Securities Notes set forth opposite their respective names in Schedule II hereto bear bears to the aggregate principal amount of Securities Notes set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the remaining Underwriters) Representatives may specify, to purchase the Securities Notes which the such defaulting Underwriter or Underwriters agreed but failed or refused to purchasepurchase on such date; provided, however, provided that in no event shall the event that the aggregate principal amount of Securities which Notes that any Underwriter has agreed to purchase pursuant to Section 2 be increased pursuant to this Section 9 by an amount in excess of one-tenth of such principal amount of Notes without the defaulting written consent of such Underwriter. If, on the Closing Date, any Underwriter or Underwriters agreed but failed shall fail or refuse to purchase shall exceed 10% Notes and the aggregate principal amount of Notes with respect to which such default occurs is more than one-tenth of the aggregate principal amount of Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right Notes to purchase all, but shall not be under any obligation to purchase any, of the Securitiespurchased, and if arrangements satisfactory to you and the Company for the purchase of such non-defaulting Underwriters do Notes are not purchase all the Securitiesmade within 24 hours after such default, this Agreement will shall terminate without liability to on the part of any non-defaulting Underwriter or the Company. In any such case either you or the event of a default by any Underwriter as set forth in this Section 9, Company shall have the right to postpone the Closing Date shall be postponed Date, but in no event for such period, not exceeding longer than seven days, as the non-defaulting Underwriter or Underwriters shall determine in order that the required changes changes, if any, in the Registration Statement and in the Final Prospectus or in any other documents or arrangements may be effected. No Any action taken pursuant to under this Section 9 paragraph shall not relieve any defaulting Underwriter from its liability in respect of its defaultany default of such Underwriter under this Agreement.

Default by One or More of the Underwriters. If any one or more of the Underwriters shall fail at the Closing Date or an Option Closing Date to purchase and pay for any of the Securities agreed which it or they are obligated to be purchased by such Underwriter or Underwriters hereunder purchase under this Agreement (the "“Defaulted Securities") and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement”), the non-defaulting Underwriter or Underwriters Representative shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, if any, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the non-defaulting Underwriter or Underwriters Representative shall not have completed such arrangements within such 24-hour period, then this Agreement or, with respect to any Option Closing Date which occurs after the remaining Closing Date, the obligation of the Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto bear to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% and of the aggregate amount of Fund to sell the Option Securities set forth in Schedule II heretothat were to have been purchased and sold on such Option Closing Date, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any non-defaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding seven days, as the non-defaulting Underwriter or Underwriters shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effectedterminate. No action taken pursuant to this Section 9 10 shall relieve any defaulting Underwriter from its liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of an Option Closing Date which is after the Closing Date, which does not result in a termination of the obligation of the Underwriters to purchase and the Fund to sell the relevant Option Securities, as the case may be, the Representative shall have the right to postpone the Closing Date or the relevant Option Closing Date, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. If any one or more of the Underwriters shall fail at the Closing Time to purchase and pay for any of the Securities agreed which it or they are obligated to be purchased by such Underwriter or Underwriters hereunder purchase under this Agreement (the "“Defaulted Securities") and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement”), the non-defaulting Underwriter or Underwriters Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the non-defaulting Underwriter or Underwriters Representatives shall not have completed such arrangements within such 24-hour period, then then: (i) if the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount number of Defaulted Securities set forth opposite their names in Schedule II hereto bear to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall does not exceed 10% of the aggregate principal amount of Securities set forth in Schedule II heretoto be purchased on such date, each of the remaining non- defaulting Underwriters shall have the right be obligated, severally and not jointly, to purchase all, but shall not be under any obligation the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to purchase any, the underwriting obligations of the Securities, and if such all non-defaulting Underwriters do not purchase all Underwriters, or (ii) if the Securitiesaggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of Securities to be purchased on such date, this Agreement will shall terminate without liability to on the part of any non-defaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding seven days, as the non-defaulting Underwriter or Underwriters shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effectedUnderwriter. No action taken pursuant to this Section 9 shall relieve any defaulting Underwriter from its liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, either (i) the Representatives or (ii) the Company or the Operating Partnership shall have the right to postpone Closing Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10. SECTION 11.

Default by One or More of the Underwriters. If If, at the Time of Delivery or at the Additional Time of Delivery (if any), as the case may be, any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder (the "Defaulted Securities") and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the non-defaulting Underwriter or Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, Underwriters shall default in its obligation to purchase all, but not less than all, any of the Defaulted Securities in such amounts as may be agreed upon Shares, and upon the terms herein aggregate number of the Shares set forth; if, however, forth opposite the non-name or names of the defaulting Underwriter or Underwriters shall in Schedule I hereto is not have completed such arrangements within such 24more than one-hour periodtenth of the aggregate number of the Shares, then the remaining other Underwriters shall be obligated severally to take up and pay for (in the respective proportions which that the amount aggregate number of Securities Shares set forth opposite their respective names in Schedule II hereto bear I to this Agreement bears to the aggregate amount number of Securities such Shares set forth opposite the names of all the remaining non-defaulting Underwriters) , or in such other proportions as the Securities Underwriters may agree, to purchase the Shares as to which the defaulting Underwriter or Underwriters agreed but failed to purchaseso defaulted on that date; provided, however, provided that in no event shall the event number of Shares that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 12 by an amount in excess of one-ninth of the number of Shares without the written consent of that Underwriter. If, at the Time of Delivery or at the Additional Time of Delivery (if any), as the case may be, any Underwriter or Underwriters shall default in its or their obligation to purchase Shares and the aggregate amount number of Securities which Shares set forth opposite the name or names of the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% in Schedule I hereto is more than one-tenth of the aggregate amount number of Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the SecuritiesShares, and if such non-defaulting arrangements satisfactory to the Underwriters do and the Company for the purchase of said Shares are not purchase all made within 36 hours after the Securitiesdefault, this Agreement will shall terminate without liability to on the part of any non-defaulting Underwriter or the Company, except as provided in Sections 8 and 10 hereof. In any such case, either the Underwriters or the Company shall have the right to postpone the Time of Delivery or the Additional Time of Delivery, as the case may be, but in no event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding longer than seven days, as the non-defaulting Underwriter or Underwriters shall determine in order that the required changes changes, if any, in the Registration Statement and in the Final Prospectus or in any other documents or arrangements may be effected. No Any action taken pursuant to under this Section 9 12 shall not relieve any defaulting Underwriter from its liability in respect of its defaultany default of said Underwriter under this Agreement.

Default by One or More of the Underwriters. If If, on either Delivery Date, any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder (the "Defaulted Securities") and such failure to purchase shall constitute a default defaults in the performance of its or their obligations under this Agreement, the remaining non-defaulting Underwriter or Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the non-defaulting Underwriter or Underwriters shall not have completed such arrangements within such 24-hour period, then the remaining Underwriters shall be obligated severally to take up and pay for (purchase the Shares which the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the amount number of Securities Firm Shares set forth opposite their names the name of each remaining non-defaulting Underwriter in Schedule II 1 hereto bear bears to the aggregate amount total number of Securities Firm Shares set forth opposite the names of all the remaining Underwriters) the Securities which the non-defaulting Underwriter or Underwriters agreed but failed to purchasein Schedule 1 hereto; provided, however, that in the event that remaining non-defaulting Underwriters shall not be obligated to purchase any of the aggregate amount Shares on such Delivery Date if the total number of Securities Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10on such date exceeds 9.09% of the aggregate amount total number of Securities set forth in Schedule II heretoShares to be purchased on such Delivery Date, and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the number of Shares which it agreed to purchase on such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining Underwriters non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right to purchase allright, but shall not be under any obligation obligated, to purchase, in such proportion as may be agreed upon among them, all the Shares to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase any, of the Securities, and if Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase on such non-defaulting Underwriters do not purchase all the SecuritiesDelivery Date, this Agreement will (or, with respect to the Second Delivery Date, the obligation of the Underwriters to purchase, and of the Company to sell, the Option Shares) shall terminate without liability to on the part of any non-defaulting Underwriter or the Company. In Transaction Entities, except that the event Transaction Entities will continue to be liable for the payment of a default by any Underwriter as expenses to the extent set forth in Sections 6 and 13. As used in this Agreement, the term “Underwriter” includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule 1 hereto who, pursuant to this Section 9, the Closing Date shall be postponed for such period, not exceeding seven days, as the non-purchases Shares which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Transaction Entities for damages caused by its default. If other underwriters are obligated or Underwriters shall determine agree to purchase the Shares of a defaulting or withdrawing Underwriter, either the Representatives or the Company may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the required changes opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement and Statement, the Final Prospectus or in any other documents document or arrangements may be effected. No action taken pursuant to this Section 9 shall relieve any defaulting Underwriter from its liability in respect of its defaultarrangement.

Default by One or More of the Underwriters. If any one or more of the Underwriters shall fail at Closing Time or a Date of Delivery to purchase and pay for any of the Securities agreed which it or they are obligated to be purchased by such Underwriter or Underwriters hereunder purchase under this Agreement (the "“Defaulted Securities") and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement”), the non-defaulting Underwriter or Underwriters Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the non-defaulting Underwriter or Underwriters Representatives shall not have completed such arrangements within such 24-hour period, then then: (i) if the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount number of Defaulted Securities set forth opposite their names in Schedule II hereto bear to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall does not exceed 10% of the aggregate amount number of Securities set forth in Schedule II heretoto be purchased on such date, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, each of the Securities, and if such non-defaulting Underwriters do shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters or (ii) if the Securitiesnumber of Defaulted Securities exceeds 10% of the number of Securities to be purchased on such date, this Agreement will or, with respect to any Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase and of the Company to sell the Option Securities to be purchased and sold on such Date of Delivery shall terminate without liability to on the part of any non-defaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding seven days, as the non-defaulting Underwriter or Underwriters shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effectedUnderwriter. No action taken pursuant to this Section 9 shall relieve any defaulting Underwriter from its liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, or, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either (i) the Representatives or (ii) the Company shall have the right to postpone Closing Time or the relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. If If, on either Delivery Date, any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder (the "Defaulted Securities") and such failure to purchase shall constitute a default defaults in the performance of its or their obligations under this Agreement, the remaining non-defaulting Underwriter or Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the non-defaulting Underwriter or Underwriters shall not have completed such arrangements within such 24-hour period, then the remaining Underwriters shall be obligated severally to take up and pay for (purchase the Shares which the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the amount number of Securities Firm Shares set forth opposite their names the name of each remaining non-defaulting Underwriter in Schedule II 1 hereto bear bears to the aggregate amount total number of Securities Firm Shares set forth opposite the names of all the remaining Underwriters) the Securities which the non-defaulting Underwriter or Underwriters agreed but failed to purchasein Schedule 1 hereto; provided, however, that in the event that remaining non-defaulting Underwriters shall not be obligated to purchase any of the aggregate amount Shares of Securities such defaulting Underwriter or Underwriters on such Delivery Date if the total number of Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10on such date exceeds 9.09% of the aggregate amount total number of Securities set forth in Schedule II heretoShares to be purchased on such Delivery Date, and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the number of Shares which it agreed to purchase on such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining Underwriters non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right to purchase allright, but shall not be under any obligation obligated, to purchase, in such proportion as may be agreed upon among them, all the Shares of the defaulting Underwriter or Underwriters to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase any, of the Securities, and if Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase on such non-defaulting Underwriters do not purchase all the SecuritiesDelivery Date, this Agreement will (or, with respect to the Second Delivery Date, the obligation of the Underwriters to purchase, and of the Company to sell, the Option Shares) shall terminate without liability to on the part of any non-defaulting Underwriter or the Company. In Transaction Entities, except that the event Transaction Entities will continue to be liable for the payment of a default by any Underwriter as expenses to the extent set forth in Sections 6 and 12. As used in this Agreement, the term "Underwriter" includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule 1 hereto who, pursuant to this Section 9, the Closing Date shall be postponed for such period, not exceeding seven days, as the non-purchases Initial Shares which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Transaction Entities for damages caused by its default. If other underwriters are obligated or Underwriters shall determine agree to purchase the Shares of a defaulting or withdrawing Underwriter, either the Representatives or the Company may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the required changes opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement and Statement, the Final Prospectus or in any other documents document or arrangements may be effected. No action taken pursuant to this Section 9 shall relieve any defaulting Underwriter from its liability in respect of its defaultarrangement.

Default by One or More of the Underwriters. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder (the "Defaulted Securities") and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the non-defaulting Underwriter or Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of Preferred Securities hereunder on the Defaulted Securities in such amounts as may be agreed upon Closing Date and upon the terms herein set forth; if, however, the non-defaulting Underwriter or Underwriters shall not have completed such arrangements within such 24-hour period, then the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto bear to the aggregate amount number of Preferred Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the such defaulting Underwriter or Underwriters agreed but failed to purchase shall does not exceed 10% of the aggregate amount total number of Preferred Securities set forth in Schedule II heretothat the Underwriters are obligated to purchase on the Closing Date, the remaining Underwriters shall have may make arrangements satisfactory to the right to Offerors for the purchase allof such Preferred Securities by other persons, including any of the Underwriters, but shall not be under any obligation to purchase anyif no such arrangements are made by the Closing Date, of the Securities, and if such non-defaulting Underwriters do shall be obligated severally, in proportion to their respective commitments hereunder, to purchase the Preferred Securities that such defaulting Underwriters agreed but failed to purchase on the Closing Date. If any Underwriter or Underwriters so default and the aggregate number of Preferred Securities with respect to which such default or defaults occur exceeds 10% of the total number of Preferred Securities that the Underwriters are obligated to purchase on the Closing Date, and arrangements satisfactory to the Underwriters and the Offerors for the purchase of such Preferred Securities by other persons are not purchase all the Securitiesmade within 36 hours after such default, this Agreement will terminate terminate, subject to the provisions of Section 11, without liability to on the part of any non-defaulting Underwriter or the CompanyOfferors, except as provided in Section 10. Nothing herein will relieve a defaulting Underwriter from liability for its default. In the event of any such default which does not result in a default by any Underwriter as set forth in termination of this Section 9Agreement, either the Underwriters or the Offerors shall have the right to postpone the Closing Date shall be postponed for such period, a period not exceeding seven days, as the non-defaulting Underwriter or Underwriters shall determine days in order that the to effect any required changes in the Registration Statement and the Final or Prospectus or in any other documents or arrangements may be effectedarrangements. No action taken pursuant to As used in this Agreement, the term "Underwriter" includes any person substituted for an Underwriter under this Section 9 shall relieve any defaulting Underwriter from its liability in respect of its default9.

Default by One or More of the Underwriters. If any one or more of the Underwriters shall fail at the Closing Time to purchase and pay for any of the Securities agreed which it or they are obligated to be purchased by such Underwriter or Underwriters hereunder purchase under this Agreement (the "“Defaulted Securities") and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement”), the non-defaulting Underwriter or Underwriters Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the non-defaulting Underwriter or Underwriters Representatives shall not have completed such arrangements within such 24-hour period, then if the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the aggregate principal amount of Defaulted Securities set forth opposite their names in Schedule II hereto bear to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall does not exceed 10% of the aggregate principal amount of Securities set forth in Schedule II heretoto be purchased, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, each of the Securities, and if such non-defaulting Underwriters do shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or if the Securitiesaggregate principal amount of Defaulted Securities exceeds 10% of the aggregate principal amount of Securities to be purchased, this Agreement will shall terminate without liability to on the part of any non-defaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding seven days, as the non-defaulting Underwriter or Underwriters shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effectedUnderwriter. No action taken pursuant to this Section 9 shall relieve any defaulting Underwriter from its liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, either the (i) Representatives or (ii) the Company shall have the right to postpone Closing Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. (a) If any one or more Underwriters Underwriter shall fail default in its obligation to purchase and pay for any of the Securities Notes which it has agreed to be purchased by such Underwriter purchase hereunder on the Closing Date, you may in your discretion arrange for you or Underwriters hereunder (the "Defaulted Securities") and such failure another party or other parties to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the non-defaulting Underwriter or Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon Notes on the terms herein set forth; if, however, contained herein. If within thirty-six hours after such default by any Underwriter you do not arrange for the non-defaulting Underwriter or Underwriters shall not have completed purchase of such arrangements within such 24-hour periodNotes, then the remaining Underwriters Corporation shall be obligated severally entitled to take up and pay for (in a further period of thirty-six hours within which to procure another party or other parties satisfactory to you to purchase such Notes on such terms. In the event that, within the respective proportions which prescribed periods, you notify the amount Corporation that you have so arranged for the purchase of Securities set forth opposite their names in Schedule II hereto bear to such Notes, or the aggregate amount Corporation notifies you that it has so arranged for the purchase of Securities set forth opposite such Notes, you or the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Securities set forth in Schedule II hereto, the remaining Underwriters Corporation shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if postpone such non-defaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any non-defaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, a period of not exceeding more than seven days, as the non-defaulting Underwriter or Underwriters shall determine in order that the required to effect whatever changes may thereby be made necessary in the Registration Statement and or the Final Prospectus Prospectus, or in any other documents or arrangements arrangements, and the Corporation agrees to file promptly any amendments to the Registration Statement or the Prospectus which may be effectedrequired. No action taken pursuant The term "Underwriter" as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Section 9 shall relieve Agreement with respect to such Notes. (b) If, after giving effect to any arrangements for the purchase of the Notes of a defaulting Underwriter from or Underwriters by you or the Corporation as provided in subsection (a) above, the aggregate amount of such Notes which remains unpurchased does not exceed one-eleventh of the aggregate amount of all the Notes to be purchased at such Closing Date, then the Corporation shall have the right to require each non-defaulting Underwriter to purchase the amount of Notes which such Underwriter agreed to purchase hereunder at such Closing Date and, in addition, to require each non-defaulting Underwriter to purchase its liability in respect pro rata share (based on the amount of its default.Notes which such 10

Default by One or More of the Underwriters. If If, on either the Closing Date or the Option Closing Date, any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder (the "Defaulted Securities") and such failure to purchase shall constitute a default defaults in the performance of its or their obligations under this Underwriting Agreement, the remaining non-defaulting Underwriter or Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the non-defaulting Underwriter or Underwriters shall not have completed such arrangements within such 24-hour period, then the remaining Underwriters shall be obligated severally to take up and pay for (purchase the Shares which the defaulting Underwriter agreed but failed to purchase on such Closing Date in the respective proportions which the amount number of Securities Firm Shares set forth opposite their names the name of each remaining non-defaulting Underwriter in Schedule II SCHEDULE A hereto bear bears to the aggregate amount total number of Securities Firm Shares set forth opposite the names of all the remaining Underwriters) the Securities which the non-defaulting Underwriter or Underwriters agreed but failed to purchasein SCHEDULE A hereto; provided, however, that in the event that remaining non-defaulting Underwriters shall not be obligated to purchase any of the aggregate amount Shares on such Closing Date if the total number of Securities Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10on such date exceeds 9.09% of the aggregate amount total number of Securities set forth in Schedule II heretoShares to be purchased on such Closing Date, and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the number of Shares which it agreed to purchase on such Closing Date. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Underwriters who so agree, shall have the right to purchase allright, but shall not be under any obligation obligated, to purchase anypurchase, of in such proportion as may be agreed upon among them, all the Securities, and if Shares to be purchased on such Closing Date. If the remaining non-defaulting Underwriters or other underwriters satisfactory to the Underwriters do not elect to purchase all the SecuritiesShares which the defaulting Underwriter or Underwriters agreed but failed to purchase on such Closing Date, this Underwriting Agreement will (or, with respect to the Option Closing Date, the obligation of the Underwriters to purchase, and of the Company to sell, the Option Securities) shall terminate without liability to on the part of any non-defaulting Underwriter or the Company. In , except that the event Company will continue to be liable for the payment of a default by any Underwriter as expenses to the extent set forth in Sections 4(g) and 4(h). As used in this Section 9Underwriting Agreement, the Closing Date shall be postponed term "Underwriter" includes, for such periodall purposes of this Underwriting Agreement unless the context requires otherwise, any party not exceeding seven dayslisted in SCHEDULE A hereto who, as the non-defaulting Underwriter or Underwriters shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. No action taken pursuant to this Section 9 shall relieve any 13, purchases Firm Shares which a defaulting Underwriter from its liability in respect of its defaultagreed but failed to purchase.

Default by One or More of the Underwriters. If If, at the Closing Time or any Date of Delivery, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase the Securities that it has or they have agreed to purchase hereunder on such date (the “Defaulted Securities”), and pay for any the aggregate principal amount of Defaulted Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than 10% of the aggregate principal amount of the Securities agreed to be purchased by on such Underwriter or Underwriters hereunder (the "Defaulted Securities") and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreementdate, the non-defaulting Underwriter or Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the non-defaulting Underwriter or Underwriters shall not have completed such arrangements within such 24-hour period, then the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which that the aggregate principal amount of Initial Securities set forth opposite their respective names in Schedule II hereto bear I bears to the aggregate principal amount of Initial Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the remaining Underwriters) Representative may specify, to purchase the Initial Securities which the such defaulting Underwriter or Underwriters agreed but failed or refused to purchasepurchase on such date; provided, however, provided that in the no event that shall the aggregate principal amount of Securities which that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of 10% of such Securities without the defaulting written consent of such Underwriter. If, at the Closing Time, any Underwriter or Underwriters agreed but failed shall fail or refuse to purchase shall exceed Initial Securities and the aggregate principal amount of Initial Securities with respect to which such default occurs is more than 10% of the aggregate principal amount of Initial Securities to be purchased on such date, and arrangements satisfactory to the Representative and the Operating Partnership for the purchase of such Initial Securities are not made within 48 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter, the Transaction Entities, except that the Transaction Entities will continue to be liable for the payment of expenses to the extent set forth in Schedule II hereto, Section 4 hereof. In any such case either the remaining Underwriters Representative or the Operating Partnership shall have the right to purchase allpostpone the Closing Time, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any non-defaulting Underwriter or the Company. In the in no event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding longer than seven days, as the non-defaulting Underwriter or Underwriters shall determine in order that the required changes changes, if any, in the Registration Statement and Statement, the Final General Disclosure Package, the Prospectus or in any other documents or arrangements may be effected. If, on any Date of Delivery, any Underwriter or Underwriters shall fail or refuse to purchase Option Securities and the aggregate principal amount of Option Securities with respect to which such default occurs is more than 10% of the aggregate principal amount of Option Securities to be purchased on such Date of Delivery, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Option Securities to be sold on such Date of Delivery or (ii) purchase not less than the aggregate principal amount of Option Securities that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10. No action taken pursuant to this Section 9 10 shall relieve any defaulting Underwriter from its liability in respect of its default.

Default by One or More of the Underwriters. If any one or more of the Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder (the "Defaulted Securities") and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the non-defaulting Underwriter or Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the non-defaulting Underwriter or Underwriters shall not have completed such arrangements within such 24-hour period, then the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II A hereto bear bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Securities set forth in Schedule II A hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting nondefaulting Underwriters do not purchase all of the Securities, this Agreement will terminate without liability to any non-defaulting nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 910, the [relevant] Closing Date Time shall be postponed for such period, not exceeding seven daysfive Business Days, as the non-defaulting Underwriter or Underwriters shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. No action taken pursuant to Nothing contained in this Section 9 Agreement shall relieve any defaulting Underwriter from its liability in respect of its defaultliability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by One or More of the Underwriters. If any one or more of the Underwriters shall fail at Closing Time to purchase and pay for any of the Trust Preferred Securities agreed which it or they are obligated to be purchased by such Underwriter or Underwriters hereunder purchase under this Agreement (the "Defaulted Securities") and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement), the non-defaulting Underwriter or Underwriters Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the non-defaulting Underwriter or Underwriters Representatives shall not have completed such arrangements within such 24-hour period, then then: if the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount number of Defaulted Securities set forth opposite their names in Schedule II hereto bear to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall does not exceed 10% of the aggregate amount of Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, number of the SecuritiesSecurities to be purchased hereunder, and if such each of the non-defaulting Underwriters do shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or if the Securitiesnumber of Defaulted Securities exceeds 10% of the aggregate number of the Securities to be purchased hereunder, this Agreement will shall terminate without liability to on the part of any non-defaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding seven days, as the non-defaulting Underwriter or Underwriters shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effectedUnderwriter. No action taken pursuant to this Section 9 shall relieve any defaulting Underwriter from its liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, either the Representatives or the Company shall have the right to postpone Closing Time for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. As used herein, the term "Underwriter" includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. If any one or more of the Underwriters shall fail at the Closing Time (or, if any Option Securities are purchased, at the Date of Delivery) to purchase and pay for any of the Securities agreed which it or they are obligated to be purchased by such Underwriter or Underwriters hereunder purchase under this Agreement (the "“Defaulted Securities") and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement”), the non-defaulting Underwriter or Underwriters Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the non-defaulting Underwriter or Underwriters Representatives shall not have completed such arrangements within such 24-hour period, then then: (i) if the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount number of Defaulted Securities set forth opposite their names in Schedule II hereto bear to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall does not exceed 10% of the aggregate amount number of Securities set forth in Schedule II heretoto be purchased on such date, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, each of the Securities, and if such non-defaulting Underwriters do shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or (ii) if the Securitiesnumber of Defaulted Securities exceeds 10% of the number of Securities to be purchased on such date, this Agreement will or, with respect to the Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase, and the Company to sell, the Option Securities to be purchased and sold on such Date of Delivery shall terminate without liability to on the part of any non-defaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding seven days, as the non-defaulting Underwriter or Underwriters shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effectedUnderwriter. No action taken pursuant to this Section 9 shall relieve any defaulting Underwriter from its liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either the Representatives or the Company shall have the right to postpone the Closing Time (or, if any Option Securities are purchased, the Date of Delivery) for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the General Disclosure Package or the Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. If any one or more of the Underwriters shall fail at Closing Time or a Date of Delivery to purchase and pay for any of the Securities agreed which it or they are obligated to be purchased by such Underwriter or Underwriters hereunder purchase under this Agreement (the "Defaulted Securities") and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement), the non-defaulting Underwriter or Underwriters Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the non-defaulting Underwriter or Underwriters Representatives shall not have completed such arrangements within such 24-hour period, then then: if the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount number of Defaulted Securities set forth opposite their names in Schedule II hereto bear to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall does not exceed 10% of the aggregate amount number of Securities set forth in Schedule II heretoto be purchased on such date, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, each of the Securities, and if such non-defaulting Underwriters do shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or if the Securitiesnumber of Defaulted Securities exceeds 10% of the number of Securities to be purchased on such date, this Agreement will or, with respect to any Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase and of the Fund to sell the Option Securities to be purchased and sold on such Date of Delivery shall terminate without liability to on the part of any non-defaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding seven days, as the non-defaulting Underwriter or Underwriters shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effectedUnderwriter. No action taken pursuant to this Section 9 shall relieve any defaulting Underwriter from its liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Fund to sell the relevant Option Securities, as the case may be, either the Representatives or the Fund shall have the right to postpone Closing Time or the relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. As used herein, the term "Underwriter" includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. If If, on either Delivery Date, any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder (the "Defaulted Securities") and such failure to purchase shall constitute a default defaults in the performance of its or their obligations under this Agreement, the remaining non-defaulting Underwriter or Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the non-defaulting Underwriter or Underwriters shall not have completed such arrangements within such 24-hour period, then the remaining Underwriters shall be obligated severally to take up and pay for (purchase the Shares which the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the amount number of Securities Firm Shares set forth opposite their names the name of each remaining non- defaulting Underwriter in Schedule II 1 hereto bear bears to the aggregate amount total number of Securities Firm Shares set forth opposite the names of all the remaining Underwriters) the Securities which the non-defaulting Underwriter or Underwriters agreed but failed to purchasein Schedule 1 hereto; provided, however, that in the event that remaining non- defaulting Underwriters shall not be obligated to purchase any of the aggregate amount Shares on such Delivery Date if the total number of Securities Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10on such date exceeds 9.09% of the aggregate amount total number of Securities set forth in Schedule II heretoShares to be purchased on such Delivery Date, and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the number of Shares which it agreed to purchase on such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining Underwriters non-defaulting Underwriters, or those other underwriters satisfactory to the Representatives who so agree, shall have the right to purchase allright, but shall not be under any obligation obligated, to purchase, in such proportion as may be agreed upon among them, all the Shares to be purchased on such Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Representatives do not elect to purchase any, of the Securities, and if Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase on such non-defaulting Underwriters do not purchase all the SecuritiesDelivery Date, this Agreement will (or, with respect to the Second Delivery Date, the obligation of the Underwriters to purchase, and of the Company to sell, the Option Shares) shall terminate without liability to on the part of any non-defaulting Underwriter or the Company. In Transaction Entities, except that the event Transaction Entities will continue to be liable for the payment of a default by any Underwriter as expenses to the extent set forth in Sections 6 and 12. As used in this Agreement, the term "Underwriter" includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule 1 hereto who, pursuant to this Section 9, the Closing Date shall be postponed for such period, not exceeding seven days, as the non-purchases Initial Shares which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Transaction Entities for damages caused by its default. If other underwriters are obligated or Underwriters shall determine agree to purchase the Shares of a defaulting or withdrawing Underwriter, either the Representatives or the Company may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the required changes opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement and Statement, the Final Prospectus or in any other documents document or arrangements may be effected. No action taken pursuant to this Section 9 shall relieve any defaulting Underwriter from its liability in respect of its defaultarrangement.

Default by One or More of the Underwriters. If any one or more of the Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder (the "Defaulted Securities") and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the non-defaulting Underwriter or Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the non-defaulting Underwriter or Underwriters shall not have completed such arrangements within such 24-hour period, then the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II A hereto bear bears to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; providedPROVIDED, howeverHOWEVER, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% of the aggregate amount of Securities set forth in Schedule II A hereto, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting nondefaulting Underwriters do not purchase all of the Securities, this Agreement will terminate without liability to any non-defaulting nondefaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 910, the Closing Date Time shall be postponed for such period, not exceeding seven daysfive Business Days, as the non-defaulting Underwriter or Underwriters shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. No action taken pursuant to Nothing contained in this Section 9 Agreement shall relieve any defaulting Underwriter from its liability in respect of its defaultliability, if any, to the Company and any nondefaulting Underwriter for damages occasioned by its default hereunder.

Default by One or More of the Underwriters. (a) If any one or more of the Underwriters shall fail at the Closing Date or an Option Closing Date to purchase and pay for any of the Securities agreed which it or they are obligated to be purchased by such Underwriter or Underwriters hereunder purchase under this Agreement (the "“Defaulted Securities") and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement”), the non-defaulting Underwriter or Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the non-defaulting Underwriter or Underwriters shall not have completed such arrangements within such 24-hour period, then this Agreement or, with respect to any Option Closing Date which occurs after the remaining Closing Date, the obligation of the Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto bear to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% and of the aggregate amount of Selling Unitholder to sell the Option Securities set forth in Schedule II heretothat were to have been purchased and sold on such Option Closing Date, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to on the part of any non-defaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding seven days, as the non-defaulting Underwriter or Underwriters shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effectedUnderwriter. No action taken pursuant to this Section 9 11(a) shall relieve any defaulting Underwriter from its liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of an Option Closing Date which is after the Closing Date, which does not result in a termination of the obligations of the Underwriters to purchase and the Selling Unitholder to sell the relevant Option Securities, the Underwriters shall have the right to postpone the Closing Date or the relevant Option Closing Date, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement, the Pricing Disclosure Package or Prospectus or in any other documents or arrangements. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 11.

Default by One or More of the Underwriters. If If, at the Closing Time or any Date of Delivery, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase the Securities that it has or they have agreed to purchase hereunder on such date (the “Defaulted Securities”), and pay for any the aggregate principal amount of Defaulted Securities which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is not more than 10% of the aggregate principal amount of the Securities agreed to be purchased by on such Underwriter or Underwriters hereunder (the "Defaulted Securities") and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreementdate, the non-defaulting Underwriter or Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the non-defaulting Underwriter or Underwriters shall not have completed such arrangements within such 24-hour period, then the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which that the aggregate principal amount of Initial Securities set forth opposite their respective names in Schedule II hereto bear I bears to the aggregate principal amount of Initial Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as the remaining Underwriters) Representative may specify, to purchase the Initial Securities which the such defaulting Underwriter or Underwriters agreed but failed or refused to purchasepurchase on such date; provided, however, that in the no event that shall the aggregate principal amount of Securities which that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to this Section 10 by an amount in excess of 10% of such Securities without the defaulting written consent of such Underwriter. If, at the Closing Time, any Underwriter or Underwriters agreed but failed shall fail or refuse to purchase shall exceed Initial Securities and the aggregate principal amount of Initial Securities with respect to which such default occurs is more than 10% of the aggregate principal amount of Initial Securities to be purchased on such date, and arrangements satisfactory to the Representative and the Transaction Entities for the purchase of such Initial Securities are not made within 48 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter, the Transaction Entities, except that the Transaction Entities will continue to be liable for the payment of expenses to the extent set forth in Schedule II hereto, Section 4 hereof. In any such case either the remaining Underwriters Representative or the Transaction Entities shall have the right to purchase allpostpone the Closing Time, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any non-defaulting Underwriter or the Company. In the in no event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding longer than seven days, as the non-defaulting Underwriter or Underwriters shall determine in order that the required changes changes, if any, in the Registration Statement and Statement, the Final General Disclosure Package, the Prospectus or in any other documents or arrangements may be effected. If, on any Date of Delivery, any Underwriter or Underwriters shall fail or refuse to purchase Option Securities and the aggregate principal amount of Option Securities with respect to which such default occurs is more than 10% of the aggregate principal amount of Option Securities to be purchased on such Date of Delivery, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder to purchase the Option Securities to be sold on such Date of Delivery or (ii) purchase not less than the aggregate principal amount of Option Securities that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. As used herein, the term “Underwriter” includes any person substituted for an Underwriter under this Section 10. No action taken pursuant to this Section 9 10 shall relieve any defaulting Underwriter from its liability in respect of its default.

Default by One or More of the Underwriters. If If, on either Delivery Date, any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder (the "Defaulted Securities") and such failure to purchase shall constitute a default defaults in the performance of its or their obligations under this Agreement, the remaining non-defaulting Underwriter or Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the non-defaulting Underwriter or Underwriters shall not have completed such arrangements within such 24-hour period, then the remaining Underwriters shall be obligated severally to take up and pay for (purchase the Shares which the defaulting Underwriter agreed but failed to purchase on such Delivery Date in the respective proportions which the amount number of Securities Firm Shares set forth opposite their names the name of each remaining non-defaulting Underwriter in Schedule II 1 hereto bear bears to the aggregate amount total number of Securities Firm Shares set forth opposite the names of all the remaining Underwriters) the Securities which the non-defaulting Underwriter or Underwriters agreed but failed to purchasein Schedule 1 hereto; providedPROVIDED, howeverHOWEVER, that in the event that remaining non-defaulting Underwriters shall not be obligated to purchase any of the aggregate amount Shares on such Delivery Date if the total number of Securities Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10on such date exceeds 9.09% of the aggregate amount total number of Securities set forth in Schedule II heretoShares to be purchased on such Delivery Date, and any remaining non-defaulting Underwriter shall not be obligated to purchase more than 110% of the number of Shares which it agreed to purchase on such Delivery Date pursuant to the terms of Section 2. If the foregoing maximums are exceeded, the remaining non-defaulting Underwriters, or those other underwriters satisfactory to the Underwriters who so agree, shall have the right to purchase allright, but shall not be under any obligation obligated, to purchase anypurchase, of in such proportion as may be agreed upon among them, all the Securities, and if Shares to be purchased on such non-defaulting Delivery Date. If the remaining Underwriters or other underwriters satisfactory to the Underwriters do not elect to purchase all the SecuritiesShares which the defaulting Underwriter or Underwriters agreed but failed to purchase on such Delivery Date, this Agreement will (or, with respect to the Second Delivery Date, the obligation of the Underwriters to purchase, and of the Company to sell, the Option Shares) shall terminate without liability to on the part of any non-defaulting Underwriter or the Company. In Transaction Entities, except that the event Transaction Entities will continue to be liable for the payment of a default by any Underwriter as expenses to the extent set forth in Sections 6 and 13. As used in this Agreement, the term "Underwriter" includes, for all purposes of this Agreement unless the context requires otherwise, any party not listed in Schedule 1 hereto who, pursuant to this Section 9, the Closing Date shall be postponed for such period, not exceeding seven days, as the non-purchases Firm Shares which a defaulting Underwriter agreed but failed to purchase. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Transaction Entities for damages caused by its default. If other underwriters are obligated or agree to purchase the Shares of a defaulting or withdrawing Underwriter, either the Underwriters shall determine or the Company may postpone the Delivery Date for up to seven full business days in order to effect any changes that in the required changes opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement and Statement, the Final Prospectus or in any other documents document or arrangements may be effected. No action taken pursuant to this Section 9 shall relieve any defaulting Underwriter from its liability in respect of its defaultarrangement.

Default by One or More of the Underwriters. If any one or more of the Underwriters shall fail at the Closing Time or a Date of Delivery to purchase and pay for any of the Securities agreed which it or they are obligated to be purchased by such Underwriter or Underwriters hereunder purchase under this Agreement (the "Defaulted Securities") and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement), the non-defaulting Underwriter or Underwriters Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the non-defaulting Underwriter or Underwriters Representatives shall not have completed such arrangements within such 24-hour period, then then: if the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount number of Defaulted Securities set forth opposite their names in Schedule II hereto bear to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall does not exceed 10% of the aggregate amount number of Securities set forth in Schedule II heretoto be purchased on such date, the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, each of the Securities, and if such non-defaulting Underwriters do shall be obligated, severally and not jointly, to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or if the Securitiesnumber of Defaulted Securities exceeds 10% of the number of Securities to be purchased on such date, this Agreement will Agreement, or, with respect to any Date of Delivery which occurs after the Closing Time, the obligation of the Underwriters to purchase and of the Company to sell the Option Securities to be purchased and sold on such Date of Delivery, shall terminate without liability to on the part of any non-defaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding seven days, as the non-defaulting Underwriter or Underwriters shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effectedUnderwriter. No action taken pursuant to this Section 9 shall relieve any defaulting Underwriter from its liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement or, in the case of a Date of Delivery which is after the Closing Time, which does not result in a termination of the obligation of the Underwriters to purchase and the Company to sell the relevant Option Securities, as the case may be, either (i) the Representatives or (ii) the Company shall have the right to postpone the Closing Time or the relevant Date of Delivery, as the case may be, for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangements. As used herein, the term "Underwriter" includes any person substituted for an Underwriter under this Section 10.

Default by One or More of the Underwriters. If If, at the Closing Time, any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder (the "Defaulted Securities") and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the non-defaulting Underwriter or Underwriters shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, Underwriters shall fail or any other underwriters, refuse to purchase allUnderwritten Securities that it or they have agreed to purchase under the applicable Terms Agreement, but not less than all, and the aggregate principal amount of the Defaulted Underwritten Securities in which such amounts as may be agreed upon and upon the terms herein set forth; if, however, the non-defaulting Underwriter or Underwriters shall agreed but failed or refused to purchase does not have completed exceed 10% of the aggregate principal amount of Underwritten Securities to be purchased on such arrangements within such 24-hour perioddate, then the remaining other Underwriters shall be obligated severally to take up and pay for (obligated, severally, in the respective proportions which that the aggregate principal amount of Underwritten Securities set forth opposite their respective names in Schedule II hereto bear on the applicable Terms Agreement bears to the aggregate principal amount of Underwritten Securities set forth opposite the names of all such non-defaulting Underwriters, or in such other proportions as may be specified by the remaining Representatives with the consent of the non-defaulting Underwriters) , to purchase the Underwritten Securities which the such defaulting Underwriter or Underwriters agreed but failed or refused to purchase; providedpurchase on such date. If, howeverat the Closing Time, that in any one or more of the event that Underwriters shall fail or refuse to purchase Underwritten Securities and the aggregate principal amount of Underwritten Securities with respect to which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed such default occurs exceeds 10% of the aggregate principal amount of Underwritten Securities set forth in Schedule II heretoto be purchased on such date, and arrangements satisfactory to the remaining Underwriters Representatives and the Company for the purchase of such Underwritten Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 4, Section 6, Section 7, Section 8, Section 9 and Section 13 shall at all times be effective and shall survive such termination. In any such case either the Representatives or the Company shall have the right to purchase allpostpone the Closing Time, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any non-defaulting Underwriter or the Company. In the in no event of a default by any Underwriter as set forth in this Section 9, the Closing Date shall be postponed for such period, not exceeding longer than seven days, as the non-defaulting Underwriter or Underwriters shall determine days in order that the required changes in changes, if any, to the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. No As used in this Agreement, the term “Underwriter” shall be deemed to include any person substituted for a defaulting Underwriter under this Section 10. Any action taken pursuant to under this Section 9 10 shall not relieve any defaulting Underwriter from its liability in respect of its defaultany default of such Underwriter under this Agreement.

Default by One or More of the Underwriters. If If, on the Closing Date or any one or more Underwriters Option Closing Date, any Underwriter shall fail to purchase and pay for any the portion of the Securities Shares which such Underwriter has agreed to be purchased purchase and pay for on such date (otherwise than by such Underwriter reason of any default on the part of the Company or Underwriters hereunder (the "Defaulted Securities") and such failure to purchase shall constitute a default in the performance of its or their obligations under this AgreementOperating Partnership), the nonRepresentatives shall use their reasonable efforts to procure within thirty-defaulting Underwriter or Underwriters shall have the right, within 24 six (36) hours thereafter, to make arrangements for thereafter one or more of the non-defaulting other Underwriters, or any other underwritersothers, to purchase all, but not less than all, of from the Defaulted Securities in Company such amounts as may be agreed upon and upon the terms herein set forth; if, howeverforth herein, the non-defaulting Underwriter or Underwriters shall not have completed such arrangements within such 24-hour period, then the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto bear to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities Shares which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided. If after such thirty-six (36) hours the Representatives shall not have procured such other Underwriters, howeveror any others, that in to purchase the event that the aggregate amount of Securities which Shares agreed to be purchased by the defaulting Underwriter or Underwriters agreed but failed Underwriters, then (a) if the aggregate number of Shares with respect to purchase which such default shall occur does not exceed 10% of the aggregate amount of Securities set forth in Schedule II hereto, the remaining Underwriters shall have the right Shares to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any non-defaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 9, purchased on the Closing Date shall be postponed for such period, not exceeding seven daysor any Option Closing Date, as the non-case may be, the other Underwriters shall be obligated, severally, in proportion to the respective numbers of Shares which they are obligated to purchase hereunder, to purchase the Shares which such defaulting Underwriter or Underwriters failed to purchase, or (b) if the aggregate number of Shares with respect to which such default shall determine occur exceeds 10% of the Shares to be purchased on the Closing Date or any Option Closing Date, as the case may be, the Company or the Representatives will have the right, by written notice given within the next thirty-six (36) hour period to the parties to this Agreement, to terminate this Agreement without liability on the part of the nondefaulting Underwriters or of the Company, except to the extent set forth in Sections 7 and 9 hereof. Nothing contained herein shall relieve a defaulting Underwriter of any liability it may have to the Company for damages caused by its default. If other Underwriters are obligated or agree to purchase the Shares of a defaulting or withdrawing Underwriter, either the Representatives or the Company may postpone the Closing Date or any Option Closing Date for up to seven (7) full business days in order to effect any changes that in the required changes opinion of counsel for the Company or counsel for the Underwriters may be necessary in the Registration Statement and Statement, the Final Prospectus or in any other documents document or arrangements may be effected. No action taken pursuant to this Section 9 shall relieve any defaulting Underwriter from its liability in respect of its defaultarrangement.

Default by One or More of the Underwriters. (a) If any one or more Underwriters Underwriter shall fail default in its obligation to purchase the Notes which it has agreed to purchase hereunder on the Closing Date, you may in your discretion arrange for you or another party or other parties to purchase such Notes on the terms contained herein. If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Notes, then the Corporation shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to you to purchase such Notes on such terms. In the event that, within the respective prescribed periods, you notify the Corporation that you have so arranged for the purchase of such Notes, or the Corporation notifies you that it has so arranged for the purchase of such Notes, you or the Corporation shall have the right to postpone such Closing Date for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement or the Prospectus, or in any other documents or arrangements, and pay the Corporation agrees to file promptly any amendments to the Registration Statement or the Prospectus which may be required. The term "Underwriter" as used in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party to this Agreement with respect to such Notes. (b) If, after giving effect to any arrangements for any the purchase of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder (the "Defaulted Securities") and such failure to purchase shall constitute Notes of a default in the performance of its or their obligations under this Agreement, the non-defaulting Underwriter or Underwriters shall have by you or the rightCorporation as provided in subsection (a) above, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the non-defaulting Underwriter or Underwriters shall not have completed such arrangements within such 24-hour period, then the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto bear to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities such Notes which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall remains unpurchased does not exceed 10% one-eleventh of the aggregate amount of Securities set forth in Schedule II heretoall the Notes to be purchased at such Closing Date, then the remaining Underwriters Corporation shall have the right to require each non-defaulting Underwriter to purchase allthe amount of Notes which such Underwriter agreed to purchase hereunder at such Closing Date and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the amount of Notes which such Underwriter agreed to purchase hereunder) of the Notes of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default. (c) If, after giving effect to any arrangements for the purchase of the Notes of a defaulting Underwriter or Underwriters by you or the Corporation as provided in subsection (a) above, the aggregate amount of such Notes which remains unpurchased exceeds one-eleventh of the aggregate amount of all the Notes to be purchased at such Closing Date, or if the Corporation shall not be under any obligation exercise the right described in subsection (b) above to purchase any, of the Securities, and if such require non-defaulting Underwriters do not to purchase all the SecuritiesNotes of a defaulting Underwriter or Underwriters, then this Agreement will terminate shall thereupon terminate, without liability to on the part of any non-defaulting Underwriter or the Company. In Corporation, except for the event of a default expenses to be borne by any Underwriter the Corporation as set forth provided in this Section 9, the Closing Date shall be postponed for such period, not exceeding seven days, as the non-defaulting Underwriter or Underwriters shall determine in order that the required changes in the Registration Statement 5(h) hereof and the Final Prospectus or indemnity agreement in any other documents or arrangements may be effected. No action taken pursuant to this Section 9 7 hereof; but nothing herein shall relieve any a defaulting Underwriter from its liability in respect of for its default.. 8

Default by One or More of the Underwriters. If any one or more Underwriters shall fail to purchase and pay for any of the Securities agreed to be purchased by such Underwriter or Underwriters hereunder (under this Agreement and the "Defaulted Securities") applicable Terms Agreement and such failure to purchase shall constitute a default in the performance of its or their obligations under this Agreement, the non-defaulting Underwriter or Underwriters shall have the right, within 24 hours thereafter, to Representative(s) may make arrangements satisfactory to the Company for one or more the purchase of such Securities by other persons (including any of the non-defaulting Underwriters, or any other underwriters, to purchase all, ) but not less than all, of if no arrangements are made by the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the non-defaulting Underwriter or Underwriters shall not have completed such arrangements within such 24-hour period, then Closing Date the remaining Underwriters shall be obligated severally to take up and pay for (in the respective proportions which the amount of Securities set forth opposite their names in Schedule II hereto the Terms Agreement bear to the aggregate amount of Securities set forth opposite the names of all the remaining Underwriters) the Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase; provided, however, that in the event that the aggregate amount of Securities which the defaulting Underwriter or Underwriters agreed but failed to purchase shall exceed 10% 10 percent of the aggregate amount of Securities set forth in Schedule II heretosuch Terms Agreement, the Representative(s) may make arrangements satisfactory to the Company for the purchase of such Securities by other persons (including any of the Underwriters) but if no arrangements are made by the Closing Date the remaining Underwriters shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Securities, and if such non-defaulting Underwriters do not purchase all the Securities, this Agreement will terminate without liability to any non-defaulting Underwriter or the Company. In the event of a default by any Underwriter as set forth in this Section 910, the Closing Date shall be postponed for such period, not exceeding seven days, as the non-defaulting Underwriter or Underwriters Representative(s) shall determine in order that the required changes in the Registration Statement and the Final Prospectus or in any other documents or arrangements may be effected. No action taken pursuant to Nothing contained in this Section 9 Agreement shall relieve any defaulting Underwriter from its liability in respect of its defaultliability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunder.