Common use of Effective Date of Agreement; Termination Clause in Contracts

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon the execution of this Agreement. (b) The Underwriters shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, if (A) any domestic or international event or act or occurrence has materially disrupted, or in the Underwriters' opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (B) if trading on the NYSE or the American Stock Exchange shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the NYSE or the American Stock Exchange by such exchanges or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; or (D) there shall have occurred any Material Adverse Change with respect to the Company, the Operating Partnership and their respective subsidiaries taken as a whole; or (E) (i) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been such change in political, financial or economic conditions if the effect of any such event in (i) or (ii) as in the Underwriters' judgment makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus. (c) Any notice of termination pursuant to this Section 11 shall be by telephone, telex, or telegraph, confirmed in writing by letter. (d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to Section 9(b) or 11(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by the Underwriters, reimburse the Underwriters for all out-of-pocket expenses (including the fees and expenses of their counsel), incurred by the Underwriters in connection herewith.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon when the execution of parties hereto have executed and delivered this Agreement. (b) . The obligations of the several Underwriters hereunder shall have the right be subject to terminate this Agreement termination by you at any time prior to the Closing Date or the obligations time of the Underwriters to purchase the Additional Shares at any time purchase, if prior to the Additional Closing Date, as the case may be, if (A) any domestic or international event or act or occurrence has materially disrupted, or in the Underwriters' opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (B) if trading on the NYSE or the American Stock Exchange shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the NYSE or the American Stock Exchange by such exchanges or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; or (D) there shall have occurred any Material Adverse Change with respect to the Company, the Operating Partnership and their respective subsidiaries taken as a whole; or (E) time (i) if the United States becomes engaged Company shall have failed, refused or been unable to perform in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) if there shall have been such change in political, financial or economic conditions if the effect of any such event in (i) or (ii) as in the Underwriters' judgment makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus. (c) Any notice of termination pursuant to this Section 11 shall be by telephone, telex, or telegraph, confirmed in writing by letter. (d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to Section 9(b) or 11(b) hereof), or if the sale of the Shares provided for herein is not consummated because any other condition to the obligations of the Underwriters set forth herein under this Agreement to be fulfilled by the Company pursuant to Section 7 is not satisfied fulfilled when and as required in any material respect, (iii) trading in securities generally on the New York Stock Exchange, the American Stock Exchange or because the Nasdaq Global Market shall have been suspended or limitations or minimum prices shall have been established on the New York Stock Exchange, the American Stock Exchange or the Nasdaq Global Market, (iv) trading of any refusalsecurities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, inability (v) a general banking moratorium shall have been declared either by the United States or failure New York State authorities, or if there has been a material disruption in securities settlement or clearance services in the United States, or (vi) the United States shall have declared war in accordance with the constitutional processes or there shall have occurred any material outbreak or material escalation of hostilities or other national or international calamity or crisis, in each case in this clause (vi) of such magnitude in its effect on the part financial markets of the United States as, in the judgment of the Representatives, to make it impracticable to market the Notes. If you elect to terminate this Agreement as provided in this Section 8, the Company shall be notified as provided for herein. If the sale to perform the Underwriters of the Notes, as contemplated by this Agreement, is not carried out by the Underwriters for any agreement herein reason permitted under this Agreement or if such sale is not carried out because the Company shall be unable to comply and does not comply with any provision hereofof the terms of this Agreement, the Company willshall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(k), subject to demand by the Underwriters6 and 10 hereof), reimburse and the Underwriters for all out-of-pocket expenses shall be under no obligation or liability to the Company under this Agreement (including except to the fees and expenses of their counsel), incurred by the Underwriters extent provided in connection herewithSection 10 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon the execution later of the time on which the Dealer-Manager shall have received notification of the effectiveness of the Registration Statement and the time which this AgreementAgreement shall have been executed by all of the parties hereto. (b) The Underwriters At any time during the Rights Offering, this Agreement may be terminated by the Dealer-Manager by giving notice as hereinafter provided to the Company if: (i) the Company shall have the right to terminate this Agreement failed, refused or been unable, at any applicable time prior during the Rights Offering, to perform any material agreement on its part to be performed hereunder, (ii) any other material condition of the Closing Date Dealer-Manager’s obligations as set forth in Section 10 or elsewhere hereunder is not fulfilled, (iii) trading in securities generally on the New York Stock Exchange, the Nasdaq Stock Market or the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, if (A) any domestic or international event or act or occurrence has materially disrupted, NYSE Alternext U.S. or in the Underwriters' opinion will OTCBB, or trading in any securities of the Company on any exchange or in the immediate future materially disruptover-the-counter market, the market for the Company's securities or securities in general; or (B) if trading on the NYSE or the American Stock Exchange shall have been suspended, suspended or minimum or maximum prices for trading shall have been fixedestablished on any such exchanges or such market by the Commission, by such exchange or maximum ranges for prices for securities by any other regulatory body or Governmental Authority, (iv) a banking moratorium shall have been required, on the NYSE or the American Stock Exchange by such exchanges or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a Federal or state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; or authorities, (Dv) there shall have occurred any Material Adverse Change with respect to the Company, the Operating Partnership and their respective subsidiaries taken as a whole; outbreak or (E) (i) if the United States becomes engaged in hostilities or there is an escalation of hostilities or acts of terrorism involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been such any other calamity or crisis or any change in political, financial or economic conditions if of the United States, or (vi) there shall have occurred such a material adverse change in general economic, political or financial conditions (or the effect of any such event international conditions on the financial markets in (i) or (iithe United States shall be such) as to make it, in the Underwriters' judgment makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares Dealer-Manager, inadvisable or impracticable to solicit exercises of the Additional Shares, as the case may be, on the terms contemplated by the ProspectusRights or perform any other of its obligations hereunder. (c) Any At any time during the Rights Offering, this Agreement may be terminated by the Company by giving notice as hereinafter provided to the Dealer-Manager if the Company’s Board of termination pursuant to this Section 11 shall be by telephone, telex, or telegraph, confirmed Directors determines in writing by lettergood faith that the Rights Offering is no longer in the best interests of the Company and its stockholders. (d) If Any termination of this Agreement pursuant to this Section 12 shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to Section 9(b) or 11(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure without liability on the part of the Company or the Dealer-Manager, except as otherwise provided in Section 11 hereof. Any notice referred to perform any agreement herein above may be given at the address specified in Section 14 hereof in writing or comply with any provision hereofby facsimile or telephone, the Company willand if by telephone, subject to demand by the Underwriters, reimburse the Underwriters for all out-of-pocket expenses (including the fees and expenses of their counsel), incurred by the Underwriters shall be immediately confirmed in connection herewithwriting.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon at the execution Execution Time. The obligations of this Agreement. the several Underwriters hereunder shall be subject to termination in the absolute discretion of you or any group of Underwriters (bwhich may include you) The Underwriters which has agreed to purchase in the aggregate at least 50% of the aggregate principal amount of the Securities, if, since the Execution Time or the respective dates as of which information is given in the Registration Statement and Final Prospectus, (y) there has been any material adverse change, financial or otherwise (other than as referred to in the Registration Statement (exclusive of any amendment thereof or supplement thereto filed after the Execution Time) and the Final Prospectus (exclusive of any amendment thereof or supplement thereto filed after the first filing of the Final Prospectus pursuant to the terms of Section 3(a) hereof)), in the operations, business, condition or prospects of the Company and the Subsidiaries taken as a whole, which would, in your judgment or in the judgment of such group of Underwriters, make it impracticable to market the Securities, or (z) there shall have occurred any downgrading, or any notice shall have been given of (i) any intended or potential downgrading or (ii) any review or possible change that does not indicate an improvement, in the right to terminate this Agreement rating accorded any securities of or guaranteed by the Company or any Subsidiary by any “nationally recognized statistical rating organization,” as that term is defined in Rule 436(g)(2) under the Act or, if, at any time prior to the Closing Date or the obligations Time of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing DatePurchase, as the case may be, if (A) any domestic or international event or act or occurrence has materially disrupted, or trading in the Underwriters' opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (B) if trading on the NYSE or New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market shall have been suspended, suspended or limitations or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, established on the NYSE or New York Stock Exchange, the American Stock Exchange by such exchanges or by order of the Commission NASDAQ National Market, or any other governmental authority having jurisdiction; or (C) if a banking moratorium has shall have been declared either by a state the United States or federal authority New York State authorities, or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, there shall have become effective; been a material disruption of clearance and settlement systems, or (D) if the United States shall have declared war in accordance with its constitutional processes or there shall have occurred any Material Adverse Change with respect to material outbreak or escalation of hostilities or other national or international calamity or crisis of such magnitude in its effect on the Company, the Operating Partnership and their respective subsidiaries taken as a whole; or (E) (i) if financial markets of the United States becomes engaged as, in hostilities your judgment or there in the judgment of such group of Underwriters, to make it impracticable to market the Securities. If you or any group of Underwriters elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly by letter or telegram. If the sale to the Underwriters of the Securities, as contemplated by this Agreement, is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war not carried out by the United States Underwriters for any reason permitted under this Agreement or (ii) if there shall have been such change in political, financial or economic conditions if sale is not carried out because the effect of any such event in (i) or (ii) as in the Underwriters' judgment makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus. (c) Any notice of termination pursuant to this Section 11 Company shall be by telephone, telex, or telegraph, confirmed in writing by letter. (d) If this Agreement shall be terminated pursuant unable to comply with any of the provisions hereof terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (otherwise than pursuant except to Section 9(b) or 11(b) the extent provided in Sections 4(o), 5 and 9 hereof), and the Underwriters shall be under no obligation or if the sale of the Shares provided for herein is not consummated because any condition liability to the obligations of Company under this Agreement (except to the Underwriters set forth herein is not satisfied extent provided in Section 9 hereof) or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by the Underwriters, reimburse the Underwriters for all out-of-pocket expenses (including the fees and expenses of their counsel), incurred by the Underwriters in connection herewithone another hereunder.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon the execution later of the time on which the Dealer-Managers shall have received notification of the effectiveness of the Registration Statement and the time which this AgreementAgreement shall have been executed by all of the parties hereto. (b) The Underwriters At any time during the Rights Offering, this Agreement may be terminated by the Dealer-Managers by giving notice as hereinafter provided to the Company if: (i) the Company shall have the right to terminate this Agreement failed, refused or been unable, at any applicable time prior during the Rights Offering, to perform any material agreement on its part to be performed hereunder, (ii) any other material condition of the Closing Date Dealer-Managers’ obligations as set forth in Section 10 or elsewhere hereunder is not fulfilled, (iii) trading in securities generally on the New York Stock Exchange, the Nasdaq Stock Market or the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, if (A) any domestic or international event or act or occurrence has materially disrupted, NYSE American or in the Underwriters' opinion will OTCQB, or trading in any securities of the Company on any exchange or in the immediate future materially disruptover-the-counter market, the market for the Company's securities or securities in general; or (B) if trading on the NYSE or the American Stock Exchange shall have been suspended, suspended or minimum or maximum prices for trading shall have been fixedestablished on any such exchanges or such market by the Commission, by such exchange or maximum ranges for prices for securities by any other regulatory body or Governmental Authority, (iv) a banking moratorium shall have been required, on the NYSE or the American Stock Exchange by such exchanges or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a Federal or state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; or authorities, (Dv) there shall have occurred any Material Adverse Change with respect to the Company, the Operating Partnership and their respective subsidiaries taken as a whole; outbreak or (E) (i) if the United States becomes engaged in hostilities or there is an escalation of hostilities or acts of terrorism involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been such any other calamity or crisis or any change in political, financial or economic conditions if of the United States, or (vi) there shall have occurred such a material adverse change in general economic, political or financial conditions (or the effect of any such event international conditions on the financial markets in (i) or (iithe United States shall be such) as to make it, in the Underwriters' judgment makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares Dealer-Managers, inadvisable or impracticable to solicit exercises of the Additional Shares, as the case may be, on the terms contemplated by the ProspectusRights or perform any other of its obligations hereunder. (c) Any At any time during the Rights Offering, this Agreement may be terminated by the Company by giving notice as hereinafter provided to the Dealer-Managers if the Company’s Board of termination pursuant to this Section 11 shall be by telephone, telex, or telegraph, confirmed Directors determines in writing by lettergood faith that the Rights Offering is no longer in the best interests of the Company and its stockholders. (d) If Any termination of this Agreement pursuant to this Section 12 shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to Section 9(b) or 11(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure without liability on the part of the Company or the Dealer-Managers, except as otherwise provided in Section 11 hereof. Any notice referred to perform any agreement herein above may be given at the address specified in Section 14 hereof in writing or comply with any provision hereofby facsimile or telephone, the Company willand if by telephone, subject to demand by the Underwriters, reimburse the Underwriters for all out-of-pocket expenses (including the fees and expenses of their counsel), incurred by the Underwriters shall be immediately confirmed in connection herewithwriting.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon the execution later of the time on which the Dealer-Manager shall have received notification of the effectiveness of the Registration Statement and the time which this AgreementAgreement shall have been executed by all of the parties hereto. (b) The Underwriters At any time during the Rights Offering, this Agreement may be terminated by the Dealer-Manager by giving notice as hereinafter provided to the Company if: (i) the Company shall have the right to terminate this Agreement failed, refused or been unable, at any applicable time prior during the Rights Offering, to perform any material agreement on its part to be performed hereunder, (ii) any other material condition of the Closing Date Dealer-Manager’s obligations as set forth in Section 10 or elsewhere hereunder is not fulfilled, (iii) trading in securities generally on the New York Stock Exchange, the Nasdaq Stock Market or the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, if (A) any domestic or international event or act or occurrence has materially disrupted, NYSE Alternext U.S. or in the Underwriters' opinion will OTCBB, or trading in any securities of the Company on any exchange or in the immediate future materially disruptover- the-counter market, the market for the Company's securities or securities in general; or (B) if trading on the NYSE or the American Stock Exchange shall have been suspended, suspended or minimum or maximum prices for trading shall have been fixedestablished on any such exchanges or such market by the Commission, by such exchange or maximum ranges for prices for securities by any other regulatory body or Governmental Authority, (iv) a banking moratorium shall have been required, on the NYSE or the American Stock Exchange by such exchanges or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a Federal or state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; or authorities, (Dv) there shall have occurred any Material Adverse Change with respect to the Company, the Operating Partnership and their respective subsidiaries taken as a whole; outbreak or (E) (i) if the United States becomes engaged in hostilities or there is an escalation of hostilities or acts of terrorism involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been such any other calamity or crisis or any change in political, financial or economic conditions if of the United States, or (vi) there shall have occurred such a material adverse change in general economic, political or financial conditions (or the effect of any such event international conditions on the financial markets in (i) or (iithe United States shall be such) as to make it, in the Underwriters' judgment makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares Dealer-Manager, inadvisable or impracticable to solicit exercises of the Additional Shares, as the case may be, on the terms contemplated by the ProspectusRights or perform any other of its obligations hereunder. (c) Any At any time during the Rights Offering, this Agreement may be terminated by the Company by giving notice as hereinafter provided to the Dealer-Manager if the Company’s Board of termination pursuant to this Section 11 shall be by telephone, telex, or telegraph, confirmed Directors determines in writing by lettergood faith that the Rights Offering is no longer in the best interests of the Company and its stockholders. (d) If Any termination of this Agreement pursuant to this Section 12 shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to Section 9(b) or 11(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure without liability on the part of the Company or the Dealer-Manager, except as otherwise provided in Section 11 hereof. Any notice referred to perform any agreement herein above may be given at the address specified in Section 14 hereof in writing or comply with any provision hereofby facsimile or telephone, the Company willand if by telephone, subject to demand by the Underwriters, reimburse the Underwriters for all out-of-pocket expenses (including the fees and expenses of their counsel), incurred by the Underwriters shall be immediately confirmed in connection herewithwriting.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon at the execution Execution Time. The obligations of this Agreement. the several Underwriters hereunder shall be subject to termination in the absolute discretion of you or any group of Underwriters (bwhich may include you) The Underwriters which has agreed to purchase in the aggregate at least 50% of the aggregate principal amount of the Securities, if, since the Execution Time or the respective dates as of which information is given in the Registration Statement and Final Prospectus, (y) there has been any material adverse change, financial or otherwise (other than as referred to in the Registration Statement (exclusive of any amendment thereof or supplement thereto filed after the Execution Time) and the Final Prospectus (exclusive of any amendment thereof or supplement thereto filed after the first filing of the Final Prospectus pursuant to the terms of Section 3(a) hereof)), in the operations, business, condition or prospects of the Company and the Subsidiaries taken as a whole, which would, in your judgment or in the judgment of such group of Underwriters, make it impracticable to market the Securities, or (z) there shall have occurred any downgrading, or any notice shall have been given of (i) any intended or potential downgrading or (ii) any review or possible change that does not indicate an improvement, in the right to terminate this Agreement rating accorded any securities of or guaranteed by the Company or any Subsidiary by any "nationally recognized statistical rating organization," as that term is defined in Rule 436(g)(2) under the Act or, if, at any time prior to the Closing Date or the obligations Time of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing DatePurchase, as the case may be, if (A) any domestic or international event or act or occurrence has materially disrupted, or trading in the Underwriters' opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (B) if trading on the NYSE or New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market shall have been suspended, suspended or limitations or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, established on the NYSE or New York Stock Exchange, the American Stock Exchange by such exchanges or by order of the Commission NASDAQ National Market, or any other governmental authority having jurisdiction; or (C) if a banking moratorium has shall have been declared either by a state the United States or federal authority New York State authorities, or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, there shall have become effective; been a material disruption of clearance and settlement systems, or (D) if the United States shall have declared war in accordance with its constitutional processes or there shall have occurred any Material Adverse Change with respect to material outbreak or escalation of hostilities or other national or international calamity or crisis of such magnitude in its effect on the Company, the Operating Partnership and their respective subsidiaries taken as a whole; or (E) (i) if financial markets of the United States becomes engaged as, in hostilities your judgment or there in the judgment of such group of Underwriters, to make it impracticable to market the Securities. If you or any group of Underwriters elects to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly by letter or telegram. If the sale to the Underwriters of the Securities, as contemplated by this Agreement, is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war not carried out by the United States Underwriters for any reason permitted under this Agreement or (ii) if there shall have been such change in political, financial or economic conditions if sale is not carried out because the effect of any such event in (i) or (ii) as in the Underwriters' judgment makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus. (c) Any notice of termination pursuant to this Section 11 Company shall be by telephone, telex, or telegraph, confirmed in writing by letter. (d) If this Agreement shall be terminated pursuant unable to comply with any of the provisions hereof terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (otherwise than pursuant except to Section 9(b) or 11(b) the extent provided in Sections 4(o), 5 and 9 hereof), and the Underwriters shall be under no obligation or if the sale of the Shares provided for herein is not consummated because any condition liability to the obligations of Company under this Agreement (except to the Underwriters set forth herein is not satisfied extent provided in Section 9 hereof) or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by the Underwriters, reimburse the Underwriters for all out-of-pocket expenses (including the fees and expenses of their counsel), incurred by the Underwriters in connection herewithone another hereunder.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon the execution later of the time on which the Dealer-Manager shall have received notification of the effectiveness of the Registration Statement and the time which this AgreementAgreement shall have been executed by all of the parties hereto. (b) The Underwriters At any time during the Rights Offering, this Agreement may be terminated by the Dealer-Manager by giving notice as hereinafter provided to the Company if: (i) the Company shall have the right to terminate this Agreement failed, refused or been unable, at any applicable time prior during the Rights Offering, to perform any material agreement on its part to be performed hereunder, (ii) any other material condition of the Closing Date Dealer-Manager’s obligations as set forth in Section 10 or elsewhere hereunder is not fulfilled, (iii) trading in securities generally on the New York Stock Exchange, the Nasdaq Stock Market or the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, if (A) any domestic or international event or act or occurrence has materially disrupted, NYSE American or in the Underwriters' opinion will OTCBB, the OTCQX, or trading in any securities of the Company on any exchange or in the immediate future materially disruptover-the-counter market, the market for the Company's securities or securities in general; or (B) if trading on the NYSE or the American Stock Exchange shall have been suspended, suspended or minimum or maximum prices for trading shall have been fixedestablished on any such exchanges or such market by the Commission, by such exchange or maximum ranges for prices for securities by any other regulatory body or Governmental Authority, (iv) a banking moratorium shall have been required, on the NYSE or the American Stock Exchange by such exchanges or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a Federal or state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; or authorities, (Dv) there shall have occurred any Material Adverse Change with respect to the Company, the Operating Partnership and their respective subsidiaries taken as a whole; outbreak or (E) (i) if the United States becomes engaged in hostilities or there is an escalation of hostilities or acts of terrorism involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been such any other calamity or crisis or any change in political, financial or economic conditions if of the United States, or (vi) there shall have occurred such a material adverse change in general economic, political or financial conditions (or the effect of any such event international conditions on the financial markets in (i) or (iithe United States shall be such) as to make it, in the Underwriters' judgment makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares Dealer-Manager, inadvisable or impracticable to solicit exercises of the Additional Shares, as the case may be, on the terms contemplated by the ProspectusRights or perform any other of its obligations hereunder. (c) Any At any time during the Rights Offering, this Agreement may be terminated by the Company by giving notice as hereinafter provided to the Dealer-Manager if the Company’s Board of termination pursuant to this Section 11 shall be by telephone, telex, or telegraph, confirmed Directors determines in writing by lettergood faith that the Rights Offering is no longer in the best interests of the Company and its stockholders. (d) If Any termination of this Agreement pursuant to this Section 12 shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to Section 9(b) or 11(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure without liability on the part of the Company or the Dealer-Manager, except as otherwise provided in Section 11 hereof. Any notice referred to perform any agreement herein above may be given at the address specified in Section 14 hereof in writing or comply with any provision hereofby facsimile or telephone, the Company willand if by telephone, subject to demand by the Underwriters, reimburse the Underwriters for all out-of-pocket expenses (including the fees and expenses of their counsel), incurred by the Underwriters shall be immediately confirmed in connection herewithwriting.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon (i) if neither Rule 430A nor Rule 434 under the execution Act is used, when you shall have received notification of the effectiveness of the Registration Statement, or (ii) if either Rule 430A or Rule 434 under the Act is used, when the parties hereto have executed and delivered this Agreement. (b) . The obligations of the several Underwriters hereunder shall have the right be subject to terminate this Agreement termination in your absolute discretion if, at any time prior to the Closing Date or the obligations time of the Underwriters to purchase the Additional Shares at any time prior or, with respect to the purchase of any Additional Closing DateShares, the additional time of purchase, as the case may be, if (A) any domestic or international event or act or occurrence has materially disrupted, or trading in the Underwriters' opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (B) if trading generally on the NYSE or the American New York Stock Exchange shall have been suspended, suspended or minimum or maximum prices for trading shall have been fixedestablished on the New York Stock Exchange, or maximum ranges for prices for securities if a general banking moratorium shall have been requireddeclared either by the United States or New York State authorities, on or if the NYSE United States shall have declared war in accordance with its constitutional processes or there shall have occurred any material outbreak or escalation of hostilities or other national or international calamity or crisis of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in your judgment makes it impracticable to market the Shares. If you elect to terminate this Agreement as provided in this Section 9, the Company, the Selling Stockholders and each other Underwriter shall be notified promptly by written notice transmitted by facsimile and confirmed by written notice sent by registered mail, return receipt requested. If the sale to the Underwriters of the Shares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement or if such sale is not carried out because the Company or the American Stock Exchange by such exchanges or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional SharesSelling Stockholders, as the case may be, shall have become effective; or (D) there shall have occurred any Material Adverse Change be unable to comply with respect to the Company, the Operating Partnership and their respective subsidiaries taken as a whole; or (E) (i) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been such change in political, financial or economic conditions if the effect of any such event in (i) or (ii) as in the Underwriters' judgment makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus. (c) Any notice of termination pursuant to this Section 11 shall be by telephone, telex, or telegraph, confirmed in writing by letter. (d) If this Agreement shall be terminated pursuant to any of the provisions hereof terms of this Agreement, neither the Company nor the Selling Stockholders shall be under any obligation or liability under this Agreement (otherwise than pursuant except to Section 9(b) or 11(b) hereofthe extent 23 22 provided in Sections 6(b), 7 and 11), and the Underwriters shall be under no obligation or if the sale of the Shares provided for herein is not consummated because any condition liability to the obligations of Company and the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on Selling Stockholders under this Agreement (except to the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by the Underwriters, reimburse the Underwriters for all out-of-pocket expenses (including the fees and expenses of their counsel), incurred by the Underwriters extent provided in connection herewithSection 11) .

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon the execution later of this Agreement. (b) The Underwriters the time on which each of the Dealer Managers shall have received notification of the right to terminate effectiveness of the Registration Statement and the time which this Agreement shall have been executed by all of the parties hereto. At any time during the Offering, this Agreement may be terminated by the Lead Dealer Manager by giving notice as provided to the Company if (i) the Company shall have failed, refused or been unable, at any applicable time prior during the Offering, to the Closing Date or the obligations perform any act on its part to be performed hereunder, (ii) any other condition of the Underwriters Dealer Managers' obligations hereunder is not fulfilled on the date on which such condition is required to purchase be fulfilled, (iii) trading in securities generally on the Additional Shares at any time prior to the Additional Closing Date, as the case may be, if (A) any domestic or international event or act or occurrence has materially disrupted, Nasdaq National Market or in the Underwriters' opinion will over-the-counter market, or trading in any securities of the Company on any exchange or in the immediate future materially disruptover-the-counter market, the market for the Company's securities or securities in general; or (B) if trading on the NYSE or the American Stock Exchange shall have been suspended, suspended or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, established on the NYSE or the American Stock Exchange by any such exchanges or such market by order of the Commission Commission, by such exchange or by any other regulatory body or governmental authority having jurisdiction; or , (Civ) if a banking moratorium has shall have been declared by a federal or state authorities, (v) any outbreak or federal authority substantial escalation of major hostilities in which the United States is involved, any declaration of war by Congress or if any new restriction materially adversely affecting other substantial national or international calamity or emergency if, in the distribution Lead Dealer Manager's judgment, the effect of any such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to solicit exercises of the Firm Rights, solicit purchases of the Preferred Shares or perform any other of the Additional Shares, as the case may be, shall have become effective; Dealer Managers' obligations hereunder or (Dvi) there shall have occurred any Material Adverse Change with respect to such a material adverse change in general economic, political or financial conditions (or the Company, effect of international conditions on the Operating Partnership and their respective subsidiaries taken as a whole; or (E) (i) if financial markets in the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been such change in political, financial or economic conditions if the effect of any such event in (i) or (iibe such) as to make it, in the Underwriters' judgment makes it Lead Dealer Manager's judgment, inadvisable or impracticable or inadvisable to proceed with the offering, sale and delivery solicit exercise of the Firm Rights, solicit purchases of the Preferred Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus. (c) perform any other of its obligations hereunder. Any notice termination of termination this Agreement pursuant to this Section 11 14 shall be by telephone, telex, or telegraph, confirmed in writing by letter. (d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to Section 9(b) or 11(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure without liability on the part of the Company to perform or any agreement herein or comply with any provision hereof, of the Company willDealer Managers, subject in all respects to demand Section 9 and Section 13 hereof. No termination of this Agreement pursuant to this Section 14 shall effect the Company's right to consummate the Rights Offering, subject in all respects to Section 8, Section 9 and Section 13 hereof. Any notice referred to above may be given at the address specified in Section 16 hereof in writing or by the Underwriterstelecopy or telephone, reimburse the Underwriters for all out-of-pocket expenses (including the fees and expenses of their counsel)if by telecopy or telephone, incurred by the Underwriters shall be immediately confirmed in connection herewithwriting.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon when the execution of parties hereto have executed and delivered this Agreement. (b) The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of the Representatives or any group of Underwriters (which may include the Representatives) which has agreed to purchase in the aggregate at least 50% of the Notes if, since the time of execution of this Agreement and prior to the Closing Date: (i) there has been any Material Adverse Change, which would, in the Representatives’ judgment or in the judgment of such group of Underwriters, make it impracticable to market the Notes, or (ii) there shall have occurred any downgrading, or any notice shall have been given of (A) any intended or potential downgrading or (B) any review or possible change that does not indicate an improvement, in the right to terminate this Agreement rating accorded any securities of or guaranteed by the Company or any of its subsidiaries by any “nationally recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the 1934 Act or, (iii) if, at any time prior to the Closing Date Date, trading in securities on the New York Stock Exchange or the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, if (A) any domestic or international event or act or occurrence has materially disrupted, or in the Underwriters' opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (B) if trading on the NYSE or the American London Stock Exchange shall have been suspended, suspended or limitations or minimum or maximum prices for trading shall have been fixedestablished on the New York Stock Exchange or the London Stock Exchange or a suspension with respect to any of the Company’s securities trading on either such exchanges has occurred, or maximum ranges for prices for securities shall have been required, on the NYSE or the American Stock Exchange by such exchanges or by order of the Commission or any other governmental authority having jurisdiction; or (Civ) if a banking moratorium has shall have been declared either by the United States or New York State authorities or a state material disruption in commercial banking or federal authority securities settlement or clearance services occurs in the United States or England, or (v) if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, United States shall have become effective; declared war or (D) there shall have occurred any Material Adverse Change material outbreak or escalation of hostilities or other national or international calamity or crisis of such magnitude in its effect on the financial markets of the United States as, in the Representatives’ good faith judgment or in the good faith judgment of such group of Underwriters, in each case after consultation with respect to the Company, the Operating Partnership and their respective subsidiaries taken as a whole; or (E) (i) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been such change in politicalpracticable, financial or economic conditions if the effect of any such event in (i) or (ii) as in the Underwriters' judgment makes to make it impracticable or inadvisable to proceed with market the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the ProspectusNotes. (c) Any notice If the Representatives or any group of termination pursuant Underwriters elects to terminate this Agreement as provided in this Section 11 7, the Company and each other Underwriter shall be by telephone, telex, or telegraph, confirmed notified promptly in writing by letterwriting. (d) If the sale to the Underwriters of the Notes, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement or if such sale is not carried out because the Company shall be terminated pursuant unable to comply with any of the provisions hereof terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 5 and 8 hereof), and the Underwriters shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in Section 8 hereof) or to one another hereunder. (e) Subject to Sections 6 and 7 hereof, if any Underwriter shall default in its obligation to take up and pay for the Notes (“Defaulted Notes”) to be purchased by it under this Agreement (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 7(b) hereof) and if the aggregate amount of Defaulted Notes which all Underwriters so defaulting shall have agreed but failed to take up and pay for does not exceed 10% of the total aggregate amount of Designated Notes, the non-defaulting Underwriters shall take up and pay for (in addition to the aggregate number of Designated Notes they are obligated to purchase pursuant to Section 9(b1 hereof) the aggregate amount of Defaulted Notes agreed to be purchased by all such defaulting Underwriters, as hereinafter provided. Such Defaulted Notes shall be taken up and paid for by such non-defaulting Underwriter or 11(b) hereof)Underwriters in such amount or amounts as the Representatives may designate with the consent of each Underwriter so designated, or if in the sale of the Shares provided event no such designation is made, such Defaulted Notes shall be taken up and paid for herein is not consummated because any condition by all non-defaulting Underwriters pro rata in proportion to the obligations aggregate amount of Notes set forth opposite the respective names of such non-defaulting Underwriters in Schedule I attached hereto. If a new Underwriter or Underwriters is or are substituted by the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of by the Company to perform any agreement herein for a defaulting Underwriter or comply Underwriters in accordance with any provision hereofthe foregoing provision, the Company will, subject or the Representatives shall have the right to demand by postpone the Underwriters, reimburse Closing Date for a period not exceeding five business days in order that any necessary changes in the Underwriters for all out-of-pocket expenses (including the fees and expenses of their counsel), incurred by the Underwriters in connection herewithDisclosure Package or Final Prospectus Supplement or other documents may be effected.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of you or any group of Underwriters (which may include you) which has agreed to purchase in the aggregate at least 50% of the Firm Shares, (i) if, since the time of execution of this Agreement. Agreement or the respective dates as of which information is given in the Registration Statement and the Prospectus, there has been any material adverse change, financial or otherwise (bother than as described in the Registration Statement and the Prospectus), in the business, operations, prospects, properties, condition, or results of operation of the Company and the Subsidiaries taken as a whole, which would, in your judgment or in the judgment of such group of Underwriters, make it impracticable to market the Shares or (ii) The Underwriters shall have the right to terminate this Agreement if, at any time prior to the Closing Date or the obligations time of the Underwriters to purchase the Additional Shares at any time prior or, with respect to the purchase of any Additional Closing DateShares, the additional time of purchase, as the case may be, if (A) any domestic or international event or act or occurrence has materially disrupted, or trading in the Underwriters' opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (B) if trading on the NYSE or New York Stock Exchange, the American Stock Exchange or NASDAQ shall have been suspended, suspended or limitations or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, established on the NYSE or New York Stock Exchange, the American Stock Exchange by such exchanges or by order of the Commission NASDAQ, or any other governmental authority having jurisdiction; or (C) if a banking moratorium has shall have been declared either by a state the United States or federal authority New York State authorities, or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, United States shall have become effective; declared war in accordance with its constitutional processes or (D) there shall have occurred any Material Adverse Change with respect to material outbreak or escalation of hostilities or other national or international calamity or crisis of such magnitude in its effect on the Company, the Operating Partnership and their respective subsidiaries taken as a whole; or (E) (i) if financial markets of the United States becomes engaged as, in hostilities your judgment or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been such change in political, financial or economic conditions if the effect of any such event in (i) or (ii) as in the judgment of such group of Underwriters' judgment makes , to make it impracticable to market the Shares. If you or inadvisable any group of Underwriters elects to proceed with terminate this Agreement as provided in this Section 7, the offering, Company and each other Underwriter shall be notified promptly by letter or telegram from such terminating Underwriter. If the sale and delivery to the Underwriters of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by this Agreement, is not carried out by the Prospectus. (c) Any notice of termination pursuant to Underwriters for any reason permitted under this Section 11 Agreement or if such sale is not carried out because the Company shall be by telephone, telex, or telegraph, confirmed in writing by letter. (d) If this Agreement shall be terminated pursuant unable to comply with any of the provisions hereof terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (otherwise than pursuant except to Section 9(b) or 11(b) the extent provided in Sections 4(n), 5 and 9 hereof), and the Underwriters shall be under no obligation or if the sale of the Shares provided for herein is not consummated because any condition liability to the obligations of Company under this Agreement (except to the Underwriters set forth herein is not satisfied extent provided in Section 9 hereof) or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by the Underwriters, reimburse the Underwriters for all out-of-pocket expenses (including the fees and expenses of their counsel), incurred by the Underwriters in connection herewithone another hereunder.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon execution and delivery of a counterpart hereof by each of the execution of this Agreementparties hereto. (b) The Underwriters Initial Purchasers shall have the right to terminate this Agreement at any time prior to the Closing Date by notice to the Company from the Initial Purchasers, without liability (other than with respect to Sections 5 and 6) on the Initial Purchasers if, on or prior to such date, (i) the Company or any of the Guarantors shall have failed, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement, (ii) any other condition of the obligations of the Underwriters to purchase the Additional Shares at Initial Purchasers under this Agreement as provided in Section 7 is not fulfilled when and as required in any time prior to the Additional Closing Datematerial respect, as the case may be, if (Aiii) any domestic or international event or act or occurrence has materially disrupted, or trading in the Underwriters' opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (B) if trading generally on the NYSE or the American New York Stock Exchange shall have been suspendedsuspended or materially limited, or minimum or maximum prices for trading shall have been fixedestablished on such exchange by the Commission, or maximum ranges for prices for securities shall have been required, on the NYSE or the American Stock Exchange by such exchanges exchange or by order of the Commission other regulatory body or any other governmental authority having jurisdiction; or , (Civ) if a general banking moratorium has shall have been declared by a state U.S. federal or federal authority New York authorities, or if any new restriction materially adversely affecting the distribution of the Firm Shares a moratorium in foreign exchange trading by major international banks or the Additional Shares, as the case may be, persons shall have become effective; or been declared, (Dv) there shall have occurred any Material Adverse Change with respect to is an outbreak or escalation of hostilities or other national or international calamity on or after the Companydate of this Agreement, the Operating Partnership and their respective subsidiaries taken as or if there has been a whole; or (E) (i) if declaration by the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by war, the United States effect of which shall be, in the Initial Purchasers' judgment, to make it inadvisable or impracticable to proceed with the offering or delivery of the Notes on the terms and in the manner contemplated in the Offering Memorandum or (iivi) if there shall have been such a material adverse change in politicalgeneral economic, political or financial conditions or economic conditions the effect (or potential effect if the effect of any such event in (i) or (ii) as financial markets in the UnderwritersUnited States have not yet opened) of international conditions on the financial markets in the United States shall be such as, in the Initial Purchasers' judgment makes judgment, to make it inadvisable or impracticable or inadvisable to proceed with the offering, sale and offering or delivery of the Firm Shares or the Additional Shares, as the case may be, Notes on the terms and in the manner contemplated by in the ProspectusOffering Memorandum. (c) Any notice of termination pursuant to this Section 11 10 shall be given at the address specified in Section 11 below by telephone, telex, telephone or telegraphtelephonic facsimile, confirmed in writing by letter. (d) If this Agreement shall be terminated pursuant to any clause of the provisions hereof (otherwise than pursuant to Section 9(b) or 11(b) hereof10(b), or if the sale of the Shares Notes provided for herein in this Agreement is not consummated because any condition to the obligations of the Underwriters Initial Purchasers set forth herein in this Agreement is not satisfied or because of any refusal, inability or failure on the part of either of the Company or any Guarantor to perform any agreement herein in this Agreement or comply with any provision hereofof this Agreement, the Company and the Guarantors will, subject to demand by the UnderwritersInitial Purchasers, reimburse the Underwriters Initial Purchasers for all of its reasonable out-of-pocket expenses (including the reasonable fees and expenses of their the Initial Purchasers' counsel), ) incurred by the Underwriters in connection herewithwith this Agreement.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon execution and delivery of a counterpart hereof by each of the execution of this Agreementparties hereto. (b) The Underwriters Purchaser shall have the right to terminate this Agreement at any time prior to the Closing Date by notice to the Issuers from the Purchaser, without liability (other than with respect to Sections 6 and 7) on the Purchaser's part to the Issuers if, on or prior to such date, (i) the Issuers or any of the Subsidiary Guarantors shall have failed, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement, (ii) any other condition of the obligations of the Underwriters to purchase the Additional Shares at Purchaser under this Agreement as provided in Section 8 is not fulfilled when and as required in any time prior to the Additional Closing Datematerial respect, as the case may be, if (Aiii) any domestic or international event or act or occurrence has materially disrupted, or trading in the Underwriters' opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (B) if trading generally on the NYSE New York Stock Exchange or the American Stock Exchange shall have been suspendedsuspended or materially limited, or minimum or maximum prices for trading shall have been fixedestablished on such exchange by the Commission, or maximum ranges for prices for securities shall have been required, on the NYSE or the American Stock Exchange by such exchanges exchange or by order of the Commission other regulatory body or any other governmental authority having jurisdiction; or , (Civ) if a general banking moratorium has shall have been declared by a state federal, New York, Canadian or federal authority Netherlands Antilles authorities, or if any new restriction materially adversely affecting the distribution of the Firm Shares a moratorium in foreign exchange trading by major international banks or the Additional Shares, as the case may be, persons shall have become effective; or been declared, (Dv) there shall have occurred any Material Adverse Change with respect to the Company, the Operating Partnership and their respective subsidiaries taken as a whole; or (E) (i) if the United States becomes engaged in hostilities or there is an outbreak or escalation of armed hostilities involving the United States on or after the date of this Agreement, or if there is has been a declaration by the United States of a national emergency or war by war, the United States effect of which shall be, in the Purchaser's judgment, to make it inadvisable or impracticable to proceed with the offering or delivery of the Series A First Mortgage Notes on the terms and in the manner contemplated in the Offering Memorandum or (iivi) if there shall have been such a material adverse change in politicalgeneral economic, political or financial conditions or economic conditions if the effect of any such event in (i) or (ii) as international conditions on the financial markets in the Underwriters' judgment makes United States shall be such as, in the Purchaser's judgment, to make it inadvisable or impracticable or inadvisable to proceed with the offering, sale and offering or delivery of the Firm Shares or the Additional Shares, as the case may be, Series A First Mortgage Notes on the terms and in the manner contemplated by in the ProspectusOffering Memorandum. (c) Any notice of termination pursuant to this Section 11 shall be given at the address specified in Section 12 below by telephone, telex, telephonic facsimile or telegraph, confirmed in writing by letter. (d) If this Agreement shall be terminated pursuant to any of the provisions hereof clause (otherwise than pursuant to Section 9(bi) or (ii) of Section 11(b) hereof), or if the sale of the Shares Series A First Mortgage Notes provided for herein in this Agreement is not consummated because any condition to the obligations of the Underwriters Purchaser set forth herein in this Agreement is not satisfied or because of any refusal, inability or failure on the part of either of the Company Issuers to perform any agreement herein in this Agreement or comply with any provision hereofof this Agreement, the Company Issuers will, subject to demand by the UnderwritersPurchaser, reimburse the Underwriters Purchaser for all of their reasonable out-of-pocket expenses (including the reasonable fees and expenses of their all of Purchaser's counsel), ) incurred by the Underwriters in connection herewithwith this Agreement and the Transactions.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon (i) if Rule 430A under the execution Act is not used, when you shall have received notification of the effectiveness of the Registration Statement, or (ii) if Rule 430A under the Act is used, when the parties hereto have executed and delivered this Agreement. (b) The Underwriters obligations of the Underwriter hereunder shall have the right be subject to terminate this Agreement termination in your absolute discretion if, at any time prior to the Closing Date or the obligations time of the Underwriters to purchase the Additional Shares at any time prior or, with respect to the purchase of any Additional Closing DateSecurities, the additional time of purchase, as the case may be, if (A) any domestic or international event or act or occurrence has materially disrupted, or trading in the Underwriters' opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (B) if trading on the NYSE or the American New York Stock Exchange shall have been suspended, suspended or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, established on the NYSE or the American New York Stock Exchange by such exchanges or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has shall have been declared either by a state the United States or federal authority New York State authorities, or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, United States shall have become effective; declared war in accordance with its constitutional processes or (D) there shall have occurred any Material Adverse Change with respect to the Company, the Operating Partnership and their respective subsidiaries taken as a whole; material outbreak or (E) (i) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration other national or international calamity or crisis of a national emergency such magnitude in its effect on, or war by the United States or (ii) if there shall have been such any material adverse change in, any financial market which, in politicaleach case, financial or economic conditions if the effect of any such event in (i) or (ii) as in the Underwriters' judgment your judgment, makes it impracticable to market the Securities. If you elect to terminate this Agreement as provided in this Section 7(b), the Company shall be notified promptly by letter or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectustelegram. (c) Any notice If the purchase of termination pursuant to the Securities by the Underwriter, as contemplated by this Section 11 shall be by telephoneAgreement, telex, or telegraph, confirmed in writing by letter. (d) If is not consummated for any reason permitted under this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to Section 9(b) or 11(b) hereof), or if the sale of the Shares provided for herein such purchase is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company shall be unable to perform any agreement herein or comply with any provision hereofof the terms of this Agreement, the Company will, subject shall not be under any obligation or liability under this Agreement (except to demand by the Underwriters, reimburse the Underwriters for all out-of-pocket expenses (including the fees and expenses of their counselextent provided in Sections 4(k), incurred by 5 and 8), and the Underwriters Underwriter shall be under no obligation or liability to the Company under this Agreement (except to the extent provided in connection herewithSection 8).

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon the execution later of the time on which the Dealer-Managers shall have received notification of the effectiveness of the Registration Statement and the time which this AgreementAgreement shall have been executed by all of the parties hereto. (b) The Underwriters At any time during the Rights Offering, this Agreement may be terminated by the Dealer-Managers by giving notice as hereinafter provided to the Company if: (i) the Company shall have the right to terminate this Agreement failed, refused or been unable, at any applicable time prior during the Rights Offering, to perform any material agreement on its part to be performed hereunder; (ii) any other material condition of the Closing Date Dealer-Managers’ obligations as set forth in Section 10 or elsewhere hereunder is not fulfilled; (iii) trading in securities generally on the New York Stock Exchange, the Nasdaq Stock Market or the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, if (A) any domestic or international event or act or occurrence has materially disrupted, NYSE American or in the Underwriters' opinion will OTCQB, or trading in any securities of the Company on any exchange or in the immediate future materially disruptover-the-counter market, the market for the Company's securities or securities in general; or (B) if trading on the NYSE or the American Stock Exchange shall have been suspended, suspended or minimum or maximum prices for trading shall have been fixedestablished on any such exchanges or such market by the Commission, by such exchange or maximum ranges for prices for securities by any other regulatory body or Governmental Authority; (iv) a banking moratorium shall have been required, on the NYSE or the American Stock Exchange by such exchanges or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a Federal or state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; or authorities; (Dv) there shall have occurred any Material Adverse Change with respect to the Company, the Operating Partnership and their respective subsidiaries taken as a whole; outbreak or (E) (i) if the United States becomes engaged in hostilities or there is an escalation of hostilities or acts of terrorism involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been such any other calamity or crisis or any change in political, financial or economic conditions if of the United States; or (vi) there shall have occurred such a material adverse change in general economic, political or financial conditions (or the effect of any such event international conditions on the financial markets in (i) or (iithe United States shall be such) as to make it, in the Underwriters' judgment makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares Dealer-Managers, inadvisable or impracticable to solicit exercises of the Additional Shares, as the case may be, on the terms contemplated by the ProspectusRights or perform any other of its obligations hereunder. (c) Any At any time during the Rights Offering, this Agreement may be terminated by the Company by giving notice as hereinafter provided to the Dealer-Managers if the Company’s Board of termination pursuant to this Section 11 shall be by telephone, telex, or telegraph, confirmed Directors determines in writing by lettergood faith that the Rights Offering is no longer in the best interests of the Company and its stockholders. (d) If Any termination of this Agreement pursuant to this Section 12 shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to Section 9(b) or 11(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure without liability on the part of the Company or the Dealer-Managers, except as otherwise provided in Section 11 hereof. Any notice referred to perform any agreement herein above may be given at the address specified in Section 14 hereof in writing or comply with any provision hereofby facsimile or telephone, the Company willand if by telephone, subject to demand by the Underwriters, reimburse the Underwriters for all out-of-pocket expenses (including the fees and expenses of their counsel), incurred by the Underwriters shall be immediately confirmed in connection herewithwriting.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective at such time after notification of the effectiveness of the Registration Statement as you, the Company and the Selling Shareholder shall agree upon the execution initial public offering price and the purchase price per Share. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 p.m., New York time, on the seventh full business day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company, the Selling Shareholder or the Underwriters, except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company by notifying you and the Selling Shareholder, or by action only of the Selling Shareholder directly by notifying the Company and you or by you by notifying the Company and the Selling Shareholder. Notwithstanding the foregoing, the provisions of this AgreementSECTION 11 and of SECTIONS 1, 5, 7 and 8 hereof shall at all times be in full force and effect. (b) The Underwriters You shall have the right to terminate this Agreement at any time prior to the Closing Date Date, or the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, by giving notice to the Company, if (A) any domestic or international event or act or occurrence has materially disrupted, or in the Underwriters' your opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in generalmarkets; or (B) if trading on the NYSE New York or the American Stock Exchange Exchanges or in the over-the-counter market shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the NYSE New York or the American Stock Exchange Exchanges by such exchanges the New York or American Stock Exchanges or by order of the Commission or any other governmental authority having jurisdiction; or (C) if the United States shall have become involved in a war or major hostilities; or if a banking moratorium has been declared by a state or federal authority authority, or if a moratorium in foreign exchange trading by major international banks or persons has been declared; or if any new restriction materially adversely affecting the distribution of the Firm Shares Shares, or the Additional Shares, as the case may be, shall have become effective; or (D) there if the Company shall have occurred any Material Adverse Change sustained a material or substantial loss, which, whether or not such loss shall have been insured, in your judgment makes it inadvisable to proceed with respect to the Companyoffering, sale, or delivery of the Operating Partnership and their respective subsidiaries taken Firm Shares, or the Additional Shares, as a wholethe case may be, on the terms contemplated by the Prospectus; or (E) (i) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been such change in the market for the Compa ny's securities or securities in general, or in political, financial or economic conditions if as in your judgment makes it inadvisable to proceed with the offering, sale or delivery of the Firm Shares, or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus; or if, (i) either the Company or any of its subsidiaries shall have sustained since the date of the latest audited financial statements included or incorporated by reference in the Prospectus any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Prospectus or (ii) since the respective dates as of which information is given in the Prospectus there shall have been any change in the capital stock or long-term debt of the Company or any of its subsidiaries, otherwise than as set forth or contemplated in the Prospectus, the effect of which, in any such event case described in clause (i) or (ii) above, is in your reasonable judgment so material and adverse as in the Underwriters' judgment makes to make it impracticable or inadvisable to proceed with the offering, sale and or delivery of the Firm Shares Shares, or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus. (c) Any notice of termination pursuant to this Section SECTION 11 shall be by telephone, telex, telegraph, or telegraphtelecopy, confirmed in writing by letter. (d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to Section 9(b(i) notification by you as provided in SECTION 11(A) hereof, or (ii) SECTIONS 9(B) or 11(b11(B) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the several Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company or the Selling Shareholder to perform any agreement herein herein, or comply with any provision hereof, the Company will, and the Selling Shareholder jointly and severally agree subject to demand by the Underwritersyou, to reimburse the Underwriters for all out-of-pocket expenses (including the fees and expenses of their counsel), incurred by the several Underwriters in connection herewith.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon the execution later of the time on which the Dealer Manager shall have received notification of the effectiveness of the Registration Statement and the time which this AgreementAgreement shall have been executed by all of the parties hereto. (b) The Underwriters At any time during the Rights Offering, this Agreement may be terminated by the Dealer Manager by giving notice as hereinafter provided to the Company if: (i) the Company shall have the right to terminate this Agreement failed, refused or been unable, at any applicable time prior during the Rights Offering, to perform any material agreement on its part to be performed hereunder, (ii) any other material condition of the Closing Date Dealer Manager’s obligations as set forth in Section 10 or elsewhere hereunder is not fulfilled, (iii) trading in securities generally on the New York Stock Exchange, the Nasdaq Stock Market or the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, if (A) any domestic or international event or act or occurrence has materially disrupted, NYSE Alternext U.S. or in the Underwriters' opinion will OTCBB, or trading in any securities of the Company on any exchange or in the immediate future materially disruptover- the-counter market, the market for the Company's securities or securities in general; or (B) if trading on the NYSE or the American Stock Exchange shall have been suspended, suspended or minimum or maximum prices for trading shall have been fixedestablished on any such exchanges or such market by the Commission, by such exchange or maximum ranges for prices for securities by any other regulatory body or Governmental Authority, (iv) a banking moratorium shall have been required, on the NYSE or the American Stock Exchange by such exchanges or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a Federal or state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; or authorities, (Dv) there shall have occurred any Material Adverse Change with respect to the Company, the Operating Partnership and their respective subsidiaries taken as a whole; outbreak or (E) (i) if the United States becomes engaged in hostilities or there is an escalation of hostilities or acts of terrorism involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been such any other calamity or crisis or any change in political, financial or economic conditions if of the United States, or (vi) there shall have occurred such a material adverse change in general economic, political or financial conditions (or the effect of any such event international conditions on the financial markets in (i) or (iithe United States shall be such) as to make it, in the Underwriters' judgment makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares Dealer Manager, inadvisable or impracticable to solicit exercises of the Additional Shares, as the case may be, on the terms contemplated by the ProspectusRights or perform any other of its obligations hereunder. (c) Any notice termination of termination this Agreement pursuant to this Section 11 12 shall be by telephone, telex, or telegraph, confirmed in writing by letter. (d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to Section 9(b) or 11(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure without liability on the part of the Company or the Dealer Manager, except as otherwise provided in Section 11 hereof. Any notice referred to perform any agreement herein above may be given at the address specified in Section 14 hereof in writing or comply with any provision hereofby facsimile or telephone, the Company willand if by telephone, subject to demand by the Underwriters, reimburse the Underwriters for all out-of-pocket expenses (including the fees and expenses of their counsel), incurred by the Underwriters shall be immediately confirmed in connection herewithwriting.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon the execution later of the time on which the Dealer-Manager shall have received notification of the effectiveness of the Registration Statement and the time which this AgreementAgreement shall have been executed by all of the parties hereto. (b) The Underwriters At any time during the Rights Offering, this Agreement may be terminated by the Dealer-Manager by giving notice as hereinafter provided to the Company if: (i) the Company shall have the right to terminate this Agreement failed, refused or been unable, at any applicable time prior during the Rights Offering, to perform any material agreement on its part to be performed hereunder, (ii) any other material condition of the Closing Date Dealer-Manager’s obligations as set forth in Section 10 or elsewhere hereunder is not fulfilled, (iii) trading in securities generally on the New York Stock Exchange, the NYSE American or the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, if (A) any domestic or international event or act or occurrence has materially disrupted, Nasdaq Stock Market or in the Underwriters' opinion will OTC Bulletin Board, or trading in any securities of the Company on any exchange or in the immediate future materially disruptover-the-counter market, the market for the Company's securities or securities in general; or (B) if trading on the NYSE or the American Stock Exchange shall have been suspended, suspended or minimum or maximum prices for trading shall have been fixedestablished on any such exchanges or such market by the Commission, by such exchange or maximum ranges for prices for securities by any other regulatory body or Governmental Authority, (iv) a banking moratorium shall have been required, on the NYSE or the American Stock Exchange by such exchanges or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a Federal or state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; or authorities, (Dv) there shall have occurred any Material Adverse Change with respect to the Company, the Operating Partnership and their respective subsidiaries taken as a whole; outbreak or (E) (i) if the United States becomes engaged in hostilities or there is an escalation of hostilities or acts of terrorism involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been such any other calamity or crisis or any change in political, financial or economic conditions if of the United States, or (vi) there shall have occurred such a material adverse change in general economic, political or financial conditions (or the effect of any such event international conditions on the financial markets in (i) or (iithe United States shall be such) as to make it, in the Underwriters' judgment makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares Dealer-Manager, inadvisable or impracticable to solicit exercises of the Additional Shares, as the case may be, on the terms contemplated by the ProspectusRights or perform any other of its obligations hereunder. (c) Any At any time during the Rights Offering, this Agreement may be terminated by the Company by giving notice as hereinafter provided to the Dealer-Manager if the Company’s Board of termination pursuant to this Section 11 shall be by telephone, telex, or telegraph, confirmed Directors determines in writing by lettergood faith that the Rights Offering is no longer in the best interests of the Company and its stockholders. (d) If Any termination of this Agreement pursuant to this Section 12 shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to Section 9(b) or 11(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure without liability on the part of the Company or the Dealer-Manager, except as otherwise provided in Section 11 hereof. Any notice referred to perform any agreement herein above may be given at the address specified in Section 14 hereof in writing or comply with any provision hereofby facsimile or telephone, the Company willand if by telephone, subject to demand by the Underwriters, reimburse the Underwriters for all out-of-pocket expenses (including the fees and expenses of their counsel), incurred by the Underwriters shall be immediately confirmed in connection herewithwriting.

Effective Date of Agreement; Termination. (a) This Agreement shall ---------------------------------------- become effective upon (i) if Rule 430A under the execution Act is not used, when you shall have received notification of the effectiveness of the Registration Statement, or (ii) if Rule 430A under the Act is used, when the parties hereto have executed and delivered this Agreement. . The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of you or any group of Underwriters (bwhich may include you) The Underwriters shall have which has agreed to purchase in the right to terminate this Agreement aggregate at least 50% of the Firm Shares, if, at any time prior to the Closing Date or the obligations time of the Underwriters to purchase the Additional Shares at any time prior or, with respect to the purchase of any Additional Closing DateShares, the additional time of purchase, as the case may be, if (A) any domestic or international event or act or occurrence has materially disrupted, or trading in the Underwriters' opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (B) if trading on the NYSE or the American New York Stock Exchange shall have been suspended, suspended or minimum or maximum prices for trading shall have been fixedestablished on the New York Stock Exchange, or maximum ranges for prices for securities shall have been required, on the NYSE or the American Stock Exchange by such exchanges or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has shall have been declared either by a state the United States or federal authority New York State authorities, or if the United States shall have declared war in accordance with its constitutional processes or there shall have occurred any new restriction materially adversely affecting material outbreak or escalation of hostilities or other national or international calamity or crisis of such magnitude in its effect on the distribution financial markets of the Firm Shares United States as, in your judgment or in the judgment of such group of Underwriters, to make it impracticable to market the Shares. If you or any group of Underwriters elects to terminate this agreement as provided in this Section 9, the Company, the Representatives of the Selling Stockholders and each other Underwriter shall be notified promptly by letter or telegram. If the sale to the Underwriters of the Shares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement or if such sale is not carried out because the Company or the Additional SharesSelling Stockholders, as the case may be, shall have become effective; or (D) there shall have occurred be unable to comply with any Material Adverse Change with respect to of the Companyterms of this Agreement, the Operating Partnership and their respective subsidiaries taken as a whole; or (E) (i) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been such change in political, financial or economic conditions if the effect of any such event in (i) or (ii) as in the Underwriters' judgment makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares Company or the Additional SharesSelling Stockholders, as the case may be, on the terms contemplated by the Prospectus. (c) Any notice of termination pursuant to this Section 11 shall not be by telephone, telex, under any obligation or telegraph, confirmed in writing by letter. (d) If liability under this Agreement shall be terminated pursuant (except to any of the provisions hereof (otherwise than pursuant to Section 9(b) or 11(b) extent provided in Sections 6(a), 7 and 11 hereof), and the Underwriters shall be under no obligation or if the sale of the Shares provided for herein is not consummated because any condition liability to the obligations of Company and the Underwriters set forth herein is not satisfied Selling Stockholders under this Agreement (except to the extent provided in Section 11 hereof) or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by the Underwriters, reimburse the Underwriters for all out-of-pocket expenses (including the fees and expenses of their counsel), incurred by the Underwriters in connection herewithone another hereunder.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective (i) if Rule 430A under the Act is not used, when the Representatives shall have received notification of the effectiveness of the Registration Statement or (ii) if Rule 430A under the Act is used, when the parties hereto have executed and delivered this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York City time, on the execution fourteenth (14) full business day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company or the Underwriters except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company by notifying the Representatives or by the Representatives notifying the Company. Notwithstanding the foregoing, the provisions of this AgreementSection 11 and of Sections 1, 5, 7 and 8 hereof shall at all times be in full force and effect. (b) The Underwriters Representatives shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters (and, with respect to purchase the Additional Shares at any time prior to Shares, the Additional Closing Date) by notice to the Company from the Representatives, as without liability (other than with respect to Sections 7 and 8 hereof) on the case may bepart of any Underwriter to the Company, if if, on or prior to such date, (Ai) the Company shall have failed, refused or been unable to perform in any material respect any agreement on its, his or her part to be performed hereunder, (ii) any domestic or international event or act or occurrence has materially disrupted, or in other condition to the Underwriters' opinion will obligations hereunder set forth in the immediate future materially disruptSection 6 is not fulfilled when and as required in any material respect, the market for the Company's (iii) trading in securities or securities in general; or (B) if trading on the NYSE New York or the American Stock Exchange Exchanges, or Nasdaq National Market shall have been suspendedsuspended or materially limited, or minimum or maximum prices for trading shall have been fixed, established or maximum price ranges for prices for securities shall have been required, on the NYSE New York or the American Stock Exchange Exchanges or Nasdaq National Market by such exchanges or by order of the Commission or any by such exchange or other regulatory body or governmental authority having jurisdiction; or , (Civ) if a general banking moratorium has shall have been declared by a federal or state or federal authority or if any new restriction materially and adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; or (Dv) there shall have occurred any Material Adverse Change with respect to the Company, the Operating Partnership and their respective subsidiaries taken as a whole; an outbreak or (E) (i) if the United States becomes engaged in hostilities or there is an escalation of armed hostilities involving the United States on or after the date hereof, or if there is has been a declaration by the United States of a national emergency or war by war, the United States effect of which shall be, in the Representatives' judgment, to make it inadvisable or impracticable to proceed with the sale and delivery of the Shares on the terms and in the manner contemplated in the Prospectus, (iivi) if since the respective dates as of which information is given in the Prospectus, there shall have been such change in politicaloccurred a Material Adverse Change, financial or economic conditions if any development involving a prospective Material Adverse Change, otherwise than as set forth and expressly contemplated by the Prospectus, the effect of any such event in (i) or (ii) as which in the UnderwritersRepresentatives' judgment reasonable judgment, makes it impracticable or inadvisable to proceed with the offeringpublic offering and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms and in the manner contemplated hereby and by the Prospectus, or (vii) there shall have occurred such a material adverse change in general economic, political or financial conditions or if the effect of international conditions on the financial markets in the United States shall be such as, in the judgment of the Representatives, makes it inadvisable or impracticable to proceed with the sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated hereby and by the Prospectus. (c) Any notice of termination pursuant to this Section 11 shall be by telephone, telex, or telegraph, confirmed in writing by letter. (d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to (i) notification by the Representatives as provided in Section 11(a) hereof or (ii) Section 9(b) or 11(b) hereofhereof (except clauses (i) and (ii) thereof)), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein required to be satisfied by the Company is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by the UnderwritersRepresentatives, reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees and expenses of their counsel), incurred by the Underwriters in connection herewith.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective (i) if Rule 430A under the Act is not used, when the Representatives and the Company shall have received notification of the effectiveness of the Registration Statement, or (ii) if Rule 430A under the Act is used, when the parties hereto have executed and delivered this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 p.m., New York time, on the execution fifteenth full business day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company, USSC, the Selling Stockholders or the Underwriters except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated (A) by the Company by notifying the Representatives and the Selling Stockholders, (B) by joint action only of the Selling Stockholders directly or the Attorney-in-Fact on behalf of all the Selling Stockholders by notifying the Company and the Representatives or (C) by the Representatives notifying the Company, USSC and the Selling Stockholders. Notwithstanding the foregoing, provisions of this AgreementSection 12 and of Sections 1, 2, 6, 8 and 9 hereof shall at all times be in full force and effect. (b) The Underwriters Representatives shall have the right to terminate this Agreement and the obligations of the Underwriters hereunder at any time prior to the Closing Date or the obligations of the Underwriters (and, with respect to purchase the Additional Shares at any time prior to Shares, the Additional Closing Date) by notice to the Company from the Representatives, as without liability (other than with respect to Sections 8 and 9 hereof) on the case may bepart of any Underwriter, if to the Company and the Selling Stockholders if, on or prior to such date, (Ai) any domestic trading in securities on the New York or international event or act or occurrence has materially disrupted, American Stock Exchanges or in the Underwriters' opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (B) if trading on the NYSE or the American Stock Exchange Nasdaq National Market shall have been suspendedsuspended or materially limited, or minimum or maximum prices for trading shall have been fixed, established or maximum price ranges for prices for securities shall have been required, on the NYSE New York or the American Stock Exchange Exchanges or in the Nasdaq National Market by the Commission, or by such exchanges exchange or by order of the Commission other regulatory body or any other governmental authority having jurisdiction; or , (Cii) if a general banking moratorium has shall have been declared by a federal or state or federal authority or if any new restriction materially and adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; or , (Diii) there shall have occurred any Material Adverse Change with respect to an outbreak or escalation of armed hostilities involving the CompanyUnited States on or after the date hereof, or if there has been a declaration by the United States of a national emergency or war, the Operating Partnership effect of which shall be, in the Representatives' reasonable judgment, to make it inadvisable or impracticable to proceed with the sale and their delivery of the Shares on the terms and in the manner contemplated in the Prospectus, (iv) any material adverse change shall have occurred since the respective dates as of which information is given in the Registration Statement or the Prospectus in the condition (financial or otherwise) of the Company and its subsidiaries taken as a whole; , whether or not arising in the ordinary course of business other than as set forth in the Prospectus, or (E) (iv) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been occurred such a material adverse change in politicalgeneral economic, political or financial conditions or economic conditions if the effect of any such event in (i) or (ii) as international conditions on the financial markets in the UnderwritersUnited States shall be such as, in the Representatives' judgment reasonable judgment, makes it inadvisable or impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares Share or the Additional Shares, as the case may be, on the terms contemplated hereby and by the Prospectus. The rights of the Representatives to terminate this Agreement will not be waived or otherwise relinquished by their failure to give notice of termination prior to the time that the event giving rise to the right to terminate shall have ceased to exist, provided that notice is given prior to the Closing Date (and, with respect to the Additional Shares, the Additional Closing Date). (c) Any notice of termination pursuant to this Section 11 12 shall be by telephone, telex, or telegraph, confirmed promptly in writing by letter. (d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to (i) notification by the Representatives as provided in Section 9(b12(a) hereof or (ii) Sections 10(b) or 11(b12(b) hereofhereof (except clause (iv)), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the several Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company or any Selling Stockholder to perform any agreement herein or comply with any provision hereof, the Company willagrees, subject to upon demand by the UnderwritersRepresentatives, to reimburse the Underwriters for all out-of-pocket expenses (including the fees and expenses of their counsel), incurred by the several Underwriters in connection herewith.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon the later of when (i) you and the Company shall have received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company by notifying you or by you by notifying the Company. Notwithstanding the foregoing, the provisions of this Section 11 and of Sections 1, 5, 7 and 8 hereof shall at all times be in full force and effect. (b) The Underwriters You shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, if if: (A) any domestic or international event or act or occurrence has materially disrupted, or trading in the Underwriters' opinion will in the immediate future materially disrupt, the market for the Company's securities on the New York Stock Exchange has been suspended or securities in generalmade subject to material limitations; or (B) if trading on the NYSE or the American New York Stock Exchange shall have been suspendedsuspended or been made subject to material limitations, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the NYSE or the American New York Stock Exchange by such exchanges or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, Notes shall have become effective; or (D) there shall have if any downgrading has occurred any Material Adverse Change with respect to in the rating of the Company, 's debt securities by any "nationally recognized statistical rating-organization" (as defined for purposes of Rule 436(g) under the Operating Partnership and their respective subsidiaries taken as a whole; Act;) or (E) ) (i) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been such change in political, financial or economic conditions if that the effect of any such event in (i) or (ii) as in the Underwriters' your sole judgment makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, Notes on the terms contemplated by the Prospectus. (c) Any notice of termination pursuant to this Section 11 shall be by telephone, telex, or telegraph, confirmed in writing by letterwriting. (d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 11(a) hereof or (ii) Section 9(b) or 11(b) hereof), or if the sale of the Shares Notes provided for herein is not consummated because any condition to the obligations of the Underwriters and the Independent Underwriter set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by the Underwritersyou, reimburse the Underwriters and the Independent Underwriter for all out-of-pocket expenses (including the fees and expenses of their counsel), incurred by the Underwriters in connection herewith.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective at such time after notification of the effectiveness of the Registration Statement as you, the Company and the Selling Stockholders shall agree upon the execution purchase price per Share. If the purchase price per Share has not been agreed upon prior to 5:00 p.m., New York time, on the seventh full business day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company, the Selling Stockholders or the Underwriters except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company by notifying you and the Selling Stockholders or by joint action only of the Selling Stockholders directly or the Attorney-in-Fact on behalf of all the Selling Stockholders by notifying the Company and you or by you by notifying the Company and the Selling Stockholders. Notwithstanding the foregoing, the provisions of Sections 1, 5, 7 and 8 hereof shall survive termination pursuant to this AgreementSection 11. (b) The Underwriters You shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, by notice to the Company and the Selling Stockholders from you, if (Ai) the Company shall have failed, refused or been unable to perform in any material respect any agreement on its part to be performed hereunder; or (ii) any domestic or international event or act or occurrence has materially disrupted, or in the Underwriters' your opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (Biii) if trading in the Common Stock shall have been suspended or materially limited on the Nasdaq National Market, or minimum or maximum prices shall have been fixed or maximum ranges for prices shall have been required on the Nasdaq National Market, the listing of the Common Stock on the Nasdaq National Market shall have been terminated, or the Company shall have been notified that such suspension or termination is being contemplated; or (iv) trading on the NYSE or the New York Stock Exchange, American Stock Exchange or Nasdaq National Market shall have been suspendedsuspended or materially limited, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the NYSE or the American Stock Exchange such exchanges by such exchanges or by order of the Commission or any other regulatory body or governmental authority having jurisdiction; or (Cv) if a banking moratorium has been declared by a state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; or (D) there shall have occurred any Material Adverse Change with respect to the Company, the Operating Partnership and their respective subsidiaries taken as a whole; or (Evi) (iA) if the United States becomes engaged in hostilities (other than those hostilities, if any, in which the United States may be engaged on the date of this Agreement) or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (iiB) if there shall have been such material and adverse change in political, financial or economic conditions conditions, and if the effect of any such event in (iA) or (iiB) as in the Underwriters' your judgment makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus. (c) Any notice of termination pursuant to this Section 11 shall be by telephone, telex, or telegraph, confirmed in writing by letter. (d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 11(a) hereof or (ii) Sections 9(b) or 11(b11(b)(ii)-(vi) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company or any Selling Stockholder to perform any agreement herein or comply with any provision hereof, the Company and the Selling Stockholders will, subject to demand by the Underwritersyou, reimburse the Underwriters for all out-of-pocket expenses (including the fees and expenses of their counsel), incurred by the Underwriters in connection herewith.

Effective Date of Agreement; Termination. (a) This Agreement ---------------------------------------- shall become effective upon execution and delivery of a counterpart hereof by each of the execution of this Agreementparties hereto. (b) The Underwriters Initial Purchasers shall have the right to terminate this Agreement at any time prior to the Closing Date by notice to the Company from the Initial Purchasers, without liability (other than with respect to Sections 6 and 7) on the Initial Purchasers' part to the Issuers if, on or prior to such date, (i) the Issuers shall have failed, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters Initial Purchasers under this Agreement to purchase be fulfilled by the Additional Shares at Issuers pursuant to Section 8 (a) is not fulfilled when and as required in any time prior material respect, (iii) the condition to the Additional Closing Date, as obligations of the case may be, if Issuers set forth in Section 8(b)(i) is not fulfilled (Aiv) any domestic or international event or act or occurrence has materially disrupted, or trading in securities of the Underwriters' opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (B) if trading Issuer on the NYSE Nasdaq National Market shall have been suspended or materially limited, (v) trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq National Market shall have been suspendedsuspended or materially limited, or minimum or maximum prices for trading shall have been fixedestablished thereon by the Commission, or maximum ranges for prices for securities shall have been required, on the NYSE or the American Stock Exchange by such exchanges exchange or by order of the Commission other regulatory body or any other governmental authority having jurisdiction; or , (Cvi) if a general banking moratorium has shall have been declared by a state federal or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional SharesNew York authorities, as the case may be, shall have become effective; or (Dvii) there shall have occurred been a material disruption in commercial banking or securities settlement or clearance services in the United States, (viii) there is an outbreak or escalation of hostilities or other national or international calamity, in any Material Adverse Change with respect to case involving the CompanyUnited States, on or after the Operating Partnership and their respective subsidiaries taken as date of this Agreement, or if there has been a whole; or (E) (i) if declaration by the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by or other national or international calamity or crisis (economic, political, financial or otherwise) which affects the United States U.S. or international markets, making it, in the Initial Purchasers' judgment, impracticable or inadvisable to proceed with the offering or delivery of the Original Notes on the terms and in the manner contemplated in the Offering Memorandum or (iiix) if there shall have been such a change in politicalgeneral economic, political or financial conditions or economic conditions the effect (or potential effect if the effect of any such event in (i) or (ii) as financial markets in the UnderwritersUnited States have not yet opened) of international conditions on the financial markets in the United States shall be such as, in the Initial Purchasers' judgment makes judgment, to make it impracticable or inadvisable to proceed with the offering, sale and offering or delivery of the Firm Shares or the Additional Shares, as the case may be, Notes on the terms and in the manner contemplated by in the ProspectusOffering Memorandum. (c) Any notice of termination pursuant to this Section 11 shall be given at the address specified in Section 12 below by telephone, telex, telephonic facsimile or telegraph, confirmed in writing by letter. (d) If this Agreement shall be terminated pursuant to any of the provisions hereof clause (otherwise than pursuant to Section 9(bi) or (ii) of Section 11(b) hereof), or if the sale of the Shares Notes provided for herein in this Agreement is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or (x) because of any refusal, inability or failure on the part of the Company Issuers to satisfy any condition to the obligations of the Initial Purchasers set forth in this Agreement to be satisfied on their part, (y) because of any refusal, inability or failure of the Issuers to issue and sell the Notes as a result of the condition to the Issuers' obligations set forth in clause (i) of Section 8(b) not being satisfied, or (z) because of any refusal, inability or failure on the part of the Issuers to perform any agreement herein in this Agreement or comply with any provision hereofof this Agreement, the Company Issuers will, subject to demand by the UnderwritersInitial Pur- chasers, reimburse the Underwriters Initial Purchasers for all of their reasonable out-of-pocket expenses (including the fees and expenses of their the Initial Purchasers' counsel), ) incurred by the Underwriters in connection herewithwith this Agreement.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon execution and delivery of a counterpart hereof by each of the execution of this Agreement. (b) parties hereto. The Underwriters Initial Purchasers shall have the right to terminate this Agreement at any time prior to the Closing Date by notice to the Company from the Initial Purchasers, without liability (other than with respect to Sections 6 and 7) on the Initial Purchasers' part to the Company or any of the Guarantors if, on or prior to such date, (i) the Company or any of the Guarantors shall have failed, refused or been unable to perform in any material respect any agreement on its part to be performed hereunder, (ii) the Company or any of the Guarantors shall have failed, refused or been unable to perform in any material respect any agreement on its part required to be performed on or prior to the Closing Date pursuant to the Offer, (iii) any other condition to the obligations of the Underwriters to purchase Initial Purchasers hereunder as provided in Section 8 is not fulfilled when and as required in any material respect, (iv) in the Additional Shares at reasonable judgment of the Initial Purchasers, any time prior to material adverse change shall have occurred since the Additional Closing Daterespective dates as of which information is given in the Offering Memorandum in the condition (financial or otherwise), business, prospects, or results of operations of the Company and its subsidiaries, taken as a whole, other than as set forth in the case may beOffering Memorandum, if or (v) (A) any domestic or international event or act or occurrence has materially disrupted, or trading in the Underwriters' opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (B) if trading generally on the NYSE or New York Stock Exchange, the American Stock Exchange Exchange, or the Nasdaq National Market shall have been suspendedsuspended or materially limited, or minimum or maximum prices for trading shall have been fixedestablished, or maximum ranges for prices for securities shall have been required, on the NYSE such exchange or the American Stock Exchange Nasdaq National Market, or by such exchanges exchange or by order of the Commission other regulatory body or any other governmental authority having jurisdiction; or (CB) if a banking moratorium has shall have been declared by a federal or state authorities; or federal authority (C) there is an outbreak or escalation of armed hostilities involving the United States on or after the date hereof, or if any new restriction materially adversely affecting there has been a declaration by the distribution United States of a national emergency or war, the effect of which shall be, in the Initial Purchasers' judgment, to make it inadvisable or impracticable to proceed with the offering or delivery of the Firm Shares or Restricted Notes on the Additional Shares, as terms and in the case may be, shall have become effectivemanner contemplated in the Offering Memorandum; or (D) there shall have occurred any Material Adverse Change with respect to such a material adverse change in the Company, the Operating Partnership and their respective subsidiaries taken as a whole; or (E) (i) if the United States becomes engaged financial markets in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency any other calamity or war by the United States crisis or (ii) if there shall have been such materially adverse change in politicalgeneral economic, political or financial or economic conditions if having an effect on the effect of any U.S. financial markets such event in (i) or (ii) as as, in the UnderwritersInitial Purchasers' judgment judgment, makes it inadvisable or impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, Restricted Notes as the case may be, on the terms contemplated by the Prospectus. (c) hereby. Any notice of termination pursuant to this Section 11 shall be by telephonetelephone or facsimile and, telex, or telegraphin either case, confirmed in writing by letter. (d) . If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to clause (iv) of Section 9(b) or 11(b) hereof), in which case each party will be responsible for its own expenses), or if the sale of the Shares Restricted Notes provided for herein is not consummated because any condition to the obligations of the Underwriters Initial Purchasers set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company or any Guarantor to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by and the Underwriters, Guarantors shall reimburse the Underwriters Initial Purchasers for all out-of-pocket expenses (including the reasonable fees and expenses of their the Initial Purchasers' counsel), incurred by the Underwriters Initial Purchasers in connection herewith. If on the Closing Date any one or more of the Initial Purchasers shall fail or refuse to purchase the Restricted Notes which it or they have agreed to purchase hereunder on such date and the aggregate principal amount of the Restricted Notes which such defaulting Initial Purchaser or Initial Purchasers, as the case may be, agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the Restricted Notes to be purchased on such date by all Initial Purchasers, each non-defaulting Initial Purchaser shall be obligated severally, in the proportion which the principal amount of the Restricted Notes set forth opposite its name in Schedule II bears to the aggregate principal amount of the Restricted Notes which all the non-defaulting Initial Purchasers, as the case may be, have agreed to purchase, or in such other proportion as Banc of America Securities LLC. ("BAS") may specify, to purchase the Restricted Notes which such defaulting Initial Purchaser or Initial Purchasers, as the case may be, agreed but failed or refused to purchase on such date; provided that in no event shall the aggregate principal amount of the Restricted Notes which any Initial Purchaser has agreed to purchase pursuant to Section 3 hereof be increased pursuant to this Section 11 by an amount in excess of one-ninth of such principal amount of the Restricted Notes without the written consent of such Initial Purchaser. If on the Closing Date any Initial Purchaser or Initial Purchasers shall fail or refuse to purchase the Restricted Notes and the aggregate principal amount of the Restricted Notes with respect to which such default occurs is more than one-tenth of the aggregate principal amount of the Restricted Notes to be purchased by all Initial Purchasers and arrangements satisfactory to the Initial Purchasers and the Company for purchase of such the Restricted Notes are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Initial Purchaser and the Company. In any such case which does not result in termination of this Agreement, either BAS or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Offering Memorandum or any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Initial Purchaser from liability in respect of any default of any such Initial Purchaser under this Agreement.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon the execution later of the time on which the Dealer-Managers shall have received notification of the effectiveness of the Registration Statement and the time which this AgreementAgreement shall have been executed by all of the parties hereto. (b) The Underwriters At any time during the Rights Offering, this Agreement may be terminated by the Dealer-Managers by giving notice as hereinafter provided to the Company if: (i) the Company shall have the right to terminate this Agreement failed, refused or been unable, at any applicable time prior during the Rights Offering, to perform any material agreement on its part to be performed hereunder, (ii) any other material condition of the Closing Date Dealer-Managers’ obligations as set forth in Section 10 or elsewhere hereunder is not fulfilled, (iii) trading in securities generally on the New York Stock Exchange, the Nasdaq Stock Market or the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, if (A) any domestic or international event or act or occurrence has materially disrupted, NYSE American or in the Underwriters' opinion will OTCQB, or trading in any securities of the Company on any exchange or in the immediate future materially disruptover-the-counter market, the market for the Company's securities or securities in general; or (B) if trading on the NYSE or the American Stock Exchange shall have been suspended, suspended or minimum or maximum prices for trading shall have been fixedestablished on any such exchanges or such market by the Commission, by such exchange or maximum ranges for prices for securities by any other regulatory body or Governmental Authority, (iv) a banking moratorium shall have been required, on the NYSE or the American Stock Exchange by such exchanges or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a Federal or state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; or authorities, (Dv) there shall have occurred any Material Adverse Change with respect to the Company, the Operating Partnership and their respective subsidiaries taken as a whole; outbreak or (E) (i) if the United States becomes engaged in hostilities or there is an escalation of hostilities or acts of terrorism involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been such any other calamity or crisis or any change in political, financial or economic conditions if of the United States, or (vi) there shall have occurred such a material adverse change in general economic, political or financial conditions (or the effect of any such event international conditions on the financial markets in (i) or (iithe United States shall be such) as to make it, in the Underwriters' judgment makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares Dealer- Managers, inadvisable or impracticable to solicit exercises of the Additional Shares, as the case may be, on the terms contemplated by the ProspectusRights or perform any other of its obligations hereunder. (c) Any At any time during the Rights Offering, this Agreement may be terminated by the Company by giving notice as hereinafter provided to the Dealer-Managers if the Company’s Board of termination pursuant to this Section 11 shall be by telephone, telex, or telegraph, confirmed Directors determines in writing by lettergood faith that the Rights Offering is no longer in the best interests of the Company and its stockholders. (d) If Any termination of this Agreement pursuant to this Section 12 shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to Section 9(b) or 11(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure without liability on the part of the Company or the Dealer-Managers, except as otherwise provided in section 11 hereof. Any notice referred to perform any agreement herein above may be given at the address specified in Section 14 hereof in writing or comply with any provision hereofby facsimile or telephone, the Company willand if by telephone, subject to demand by the Underwriters, reimburse the Underwriters for all out-of-pocket expenses (including the fees and expenses of their counsel), incurred by the Underwriters shall be immediately confirmed in connection herewithwriting.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon execution and delivery of a counterpart hereof by each of the execution of this Agreementparties hereto. (b) The Underwriters Initial Purchasers shall have the right to terminate this Agreement at any time prior to the Closing Date by notice to the Company from the Initial Purchasers, without liability (other than with respect to Sections 6 and 7) on the Initial Purchasers' part to the Issuers if, on or prior to such date, (i) the Issuers shall have failed, refused or been unable to perform in any material respect any agreement on their part to be performed under this Agreement when and as required, (ii) any other condition to the obligations of the Underwriters Initial Purchasers under this Agreement to purchase be fulfilled by the Additional Shares at Issuers pursuant to Section 8 is not fulfilled when and as required in any time prior to material respect, (iii) trading in securities of the Additional Closing Date, as the case may be, if (A) any domestic or international event or act or occurrence has materially disrupted, or in the Underwriters' opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (B) if trading Company on the NYSE Nasdaq National Market shall have been suspended or materially limited, (iv) trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq National Market shall have been suspendedsuspended or materially limited, or minimum or maximum prices for trading shall have been fixedestablished thereon by the Commission, or maximum ranges for prices for securities shall have been required, on the NYSE or the American Stock Exchange by such exchanges exchange or by order of the Commission other regulatory body or any other governmental authority having jurisdiction; or , (Cv) if a general banking moratorium has shall have been declared by a state federal or federal authority New York authorities, (vi) there is an outbreak or escalation of hostilities or other national or international calamity, in any case involving the United States, on or after the date of this Agreement, or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; or (D) there shall have occurred any Material Adverse Change with respect to the Company, the Operating Partnership and their respective subsidiaries taken as has been a whole; or (E) (i) if declaration by the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by or other national or international calamity or crisis (economic, political, financial or otherwise) which affects the United States U.S. and international markets, making it, in the Initial Purchasers' judgment, impracticable to proceed with the offering or delivery of the Original Notes on the terms and in the manner contemplated in the Offering Memorandum or (iivii) if there shall have been such a material adverse change or material disruption in politicalthe financial, financial banking or economic conditions capital markets generally (including, without limitation, the markets for debt securities of companies similar to the Company) or the effect (or potential effect if the effect of any such event in (i) or (ii) as financial markets in the UnderwritersUnited States have not yet opened) of international conditions on the financial markets in the United States shall be such as, in the Initial Purchasers' judgment makes judgment, to make it inadvisable or impracticable or inadvisable to proceed with the offering, sale and offering or delivery of the Firm Shares or the Additional Shares, as the case may be, Notes on the terms and in the manner contemplated by in the ProspectusOffering Memorandum. (c) Any notice of termination pursuant to this Section 11 shall be given at the address specified in Section 12 below by telephone, telex, telephonic facsimile or telegraph, confirmed in writing by letter. (d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to Section 9(b) or 11(b) hereof), or if the sale of the Shares Notes provided for herein in this Agreement is not consummated because of any refusal, inability or failure on the part of the Issuers to satisfy any condition to the obligations of the Underwriters Initial Purchasers set forth herein is not in this Agreement to be satisfied on its part or because of any refusal, inability or failure on the part of the Company Issuers to perform any agreement herein in this Agreement or comply with any provision hereofof this Agreement, the Company will, subject to demand by the Underwriters, Issuers will reimburse the Underwriters Initial Purchasers for all of its reasonable out-of-pocket expenses (including expenses, including, without limitation, the fees and expenses of their counselthe Initial Purchasers' counsel incurred in connection with this Agreement. (e) If any Initial Purchaser shall fail to purchase and pay for any of the Original Notes agreed to be purchased by such Initial Purchaser hereunder and such failure to purchase shall constitute a default in the performance of its obligations under this Agreement, the remaining Initial Purchasers shall have the right to purchase all, but shall not be under any obligation to purchase any, of the Original Notes, and if such non-defaulting Initial Purchasers do not purchase all the Original Notes, this Agreement will terminate without liability to such nondefaulting Initial Purchasers or the Issuers. In the event of a default by any Initial Purchaser as set forth in this paragraph (e), incurred the Closing Date shall be postponed for such period, not exceeding five business days, as the nondefaulting Initial Purchasers shall determine in order that the required changes in the Offering Memorandum or in any other documents or arrangements may be effected. Nothing contained in this Agreement shall relieve any defaulting Initial Purchaser of its liability, if any, to the Issuers or any nondefaulting Initial Purchaser for damages occasioned by the Underwriters in connection herewithits default hereunder.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon execution and delivery of a counterpart hereof by each of the execution of this Agreementparties hereto. (b) The Underwriters Initial Purchasers shall have the right to terminate this Agreement at any time prior to the Closing Date by notice to the Company from the Initial Purchasers, without liability (other than with respect to Sections 6 and 7 hereof) on the part of any Initial Purchaser to the Company if, on or prior to such date, (i) the Company shall have failed, refused or been unable to perform in any material respect any agreement on its part to be performed hereunder; (ii) any other condition to the obligations of the Underwriters to purchase Initial Purchasers hereunder as provided in Section 8 is not fulfilled when and as required in any material respect; (iii) trading in securities on the Additional Shares at New York or American Stock Exchanges or over-the-counter market shall have been suspended or materially limited, or minimum or maximum prices shall have been established, or maximum price ranges for prices for securities shall have been required, on the New York or American Stock Exchanges or in the over-the-counter market by the Commission, or by such exchange or other regulatory body or governmental authority having jurisdiction; (iv) a general banking moratorium shall have been declared by a federal or state authority or any time prior to new restriction materially and adversely affecting the Additional Closing DateNotes shall have become effective; (v) there shall have occurred an outbreak or escalation of armed hostilities involving the United States on or after the date hereof, as or if there has been a declaration by the case may United States of a national emergency or war, the effect of which shall be, in the Initial Purchasers' judgment, to make it inadvisable or impracticable to proceed with the Offering or the sale and delivery of the Notes on the terms and in the manner contemplated in the Offering Memorandum; (vi) there shall have occurred such a material adverse change since the respective dates as of which information is given in the Preliminary Offering Memorandum or the Offering Memorandum in the condition (financial or other), of the Company and its subsidiaries, taken as a whole, whether or not arising in the ordinary course of business other than as set forth in the Offering Memorandum, such as, in the judgment of Bear, Steaxxx & Xo. Inc., makes it inadvisable or impracticable to proceed with the Offering or the sale and delivery of the Notes as contemplated hereby and by the Offering Memorandum; (vii) there shall have occurred such a material adverse change in general economic, political or financial conditions or if the effect of international conditions on the financial markets in the United States shall be such as, in the judgment of Bear, Steaxxx & Xo. Inc., makes it inadvisable or impracticable to proceed with the Offering or the sale and delivery of the Notes as contemplated hereby and by the Offering Memorandum; or (Aviii) any domestic or international event or act or occurrence has materially disrupted, or in the Underwriters' opinion of the Initial Purchasers will in the immediate future materially disrupt, the market for the Company's securities or for securities in general; . The right of the Initial Purchasers to terminate this Agreement will not be waived or (B) if trading on otherwise relinquished by their failure to give notice of termination prior to the NYSE or time that the American Stock Exchange event giving rise to the right to terminate shall have been suspendedceased to exist, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the NYSE or the American Stock Exchange by such exchanges or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; or (D) there shall have occurred any Material Adverse Change with respect provided that notice is given prior to the Company, the Operating Partnership and their respective subsidiaries taken as a whole; or (E) (i) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been such change in political, financial or economic conditions if the effect of any such event in (i) or (ii) as in the Underwriters' judgment makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the ProspectusClosing Date. (c) Any notice of termination pursuant to this Section 11 10 shall be by telephone, telex, telephonic facsimile, or telegraph, confirmed promptly in writing by letter. (d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to Section 9(b10(b) or 11(b(except clauses (i) hereofand (ii) thereof)), or if the sale of the Shares Notes provided for herein is not consummated because any condition to the obligations of the Underwriters Initial Purchasers set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company or the Guarantors to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by the Underwriters, will reimburse the Underwriters Initial Purchasers for all reasonable out-of-pocket expenses (including the fees and expenses of their the Initial Purchasers' counsel), incurred by the Underwriters Initial Purchasers in connection herewith.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon the execution later of the time on which the Dealer-Manager shall have received notification of the effectiveness of the Registration Statement and the time which this AgreementAgreement shall have been executed by all of the parties hereto. (b) The Underwriters At any time during the Rights Offering, this Agreement may be terminated by the Dealer-Manager by giving notice as hereinafter provided to the Company if: (i) the Company shall have the right to terminate this Agreement failed, refused or been unable, at any applicable time prior during the Rights Offering, to the Closing Date or the obligations perform any material agreement on its part to be performed hereunder, (ii) any other material condition of the Underwriters to purchase Dealer-Manager’s obligations as set forth in Section 10 or elsewhere hereunder is not fulfilled, (iii) trading in securities generally on the Additional Shares at any time prior to New York Stock Exchange, the Additional Closing DateMKT, as the case may beNasdaq Stock Market, if (A) any domestic or international event or act or occurrence has materially disrupted, the NYSE Alternext U.S. or in the Underwriters' opinion will OTCBB, or trading in any securities of the Company on any exchange or in the immediate future materially disruptover- the-counter market, the market for the Company's securities or securities in general; or (B) if trading on the NYSE or the American Stock Exchange shall have been suspended, suspended or minimum or maximum prices for trading shall have been fixedestablished on any such exchanges or such market by the Commission, by such exchange or maximum ranges for prices for securities by any other regulatory body or Governmental Authority, (iv) a banking moratorium shall have been required, on the NYSE or the American Stock Exchange by such exchanges or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a Federal or state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; or authorities, (Dv) there shall have occurred any Material Adverse Change with respect to the Company, the Operating Partnership and their respective subsidiaries taken as a whole; outbreak or (E) (i) if the United States becomes engaged in hostilities or there is an escalation of hostilities or acts of terrorism involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been such any other calamity or crisis or any change in political, financial or economic conditions if of the United States, or (vi) there shall have occurred such a material adverse change in general economic, political or financial conditions (or the effect of any such event international conditions on the financial markets in (i) or (iithe United States shall be such) as to make it, in the Underwriters' judgment makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares Dealer-Manager, inadvisable or impracticable to solicit exercises of the Additional Shares, as the case may be, on the terms contemplated by the ProspectusRights or perform any other of its obligations hereunder. (c) Any notice termination of termination this Agreement pursuant to this Section 11 12 shall be by telephone, telex, or telegraph, confirmed in writing by letter. (d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to Section 9(b) or 11(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure without liability on the part of the Company or the Dealer-Manager, except as otherwise provided in Section 11 hereof. Any notice referred to perform any agreement herein above may be given at the address specified in Section 14 hereof in writing or comply with any provision hereofby facsimile or telephone, the Company willand if by telephone, subject to demand by the Underwriters, reimburse the Underwriters for all out-of-pocket expenses (including the fees and expenses of their counsel), incurred by the Underwriters shall be immediately confirmed in connection herewithwriting.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon when the execution of parties hereto have executed and delivered this Agreement. (b) . The Underwriters shall have the right to may terminate this Agreement at any time by notice given by you to the Company, if after the execution and delivery of this Agreement and prior to the Closing Date (i) trading generally shall have been suspended or the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Datematerially limited on, or by, as the case may be, if (A) any domestic or international event or act or occurrence has materially disruptedof the New York Stock Exchange, or in the Underwriters' opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (B) if trading on the NYSE or the American Stock Exchange, the Nasdaq National Market, the Chicago Board of Options Exchange, the Chicago Mercantile Exchange or the Chicago Board of Trade, (ii) trading of any securities of the Company shall have been suspendedsuspended on any exchange or in any over-the-counter market, (iii) a material disruption in securities settlement, payment or minimum or maximum prices for trading clearance services in the United States shall have occurred, (iv) any moratorium on commercial banking activities shall have been fixed, declared by Federal or maximum ranges for prices for securities shall have been required, on the NYSE or the American Stock Exchange by such exchanges or by order of the Commission or any other governmental authority having jurisdiction; New York State authorities or (C) if a banking moratorium has been declared by a state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; or (Dv) there shall have occurred any Material Adverse Change with respect to the Company, the Operating Partnership and their respective subsidiaries taken as a whole; outbreak or (E) (i) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States hostilities, or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been such any change in politicalfinancial markets or any calamity or crisis that, financial in your judgment, is material and adverse and which, singly or economic conditions if the effect of together with any such other event specified in this clause (i) or (ii) as v), makes it, in the Underwriters' judgment makes it your judgment, impracticable or inadvisable to proceed with the offeringoffer, sale and or delivery of the Firm Shares on the terms and in the manner contemplated in the Prospectus Supplement. If you or any group of Underwriters elects to terminate this Agreement as provided in this Section 9, the Additional Company and each other Underwriter shall be notified promptly by letter or telegram. If the sale to the Underwriters of the Shares, as the case may be, on the terms contemplated by this Agreement, is not carried out by the Prospectus. (c) Any notice of termination pursuant to Underwriters for any reason permitted under this Section 11 Agreement or if such sale is not carried out because the Company shall be by telephone, telex, or telegraph, confirmed in writing by letter. (d) If this Agreement shall be terminated pursuant unable to comply with any of the provisions hereof terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (otherwise than pursuant except to Section 9(b) or 11(b) the extent provided in Sections 6, 7 and 11 hereof), and the Underwriters shall be under no obligation or if the sale of the Shares provided for herein is not consummated because any condition liability to the obligations of Company under this Agreement (except to the Underwriters set forth herein is not satisfied extent provided in Section 11 hereof) or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by the Underwriters, reimburse the Underwriters for all out-of-pocket expenses (including the fees and expenses of their counsel), incurred by the Underwriters in connection herewithone another hereunder.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon (i) if Rule 430A under the execution Act is not used, when you shall have received notification of the effectiveness of the Registration Statement, or (ii) if Rule 430A under the Act is used, when the parties hereto have executed and delivered this Agreement. . The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of you or any group of Underwriters (bwhich may include you) The Underwriters shall have which has agreed to purchase in the right to terminate this Agreement aggregate at least 50% of the Firm Shares, if, at any time prior to the Closing Date or the obligations time of the Underwriters to purchase the Additional Shares at any time prior or, with respect to the purchase of any Additional Closing DateShares, the additional time of purchase, as the case may be, if (A) any domestic or international event or act or occurrence has materially disrupted, or trading in the Underwriters' opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (B) if trading on the NYSE or New York Stock Exchange, the American Stock Exchange or the Nasdaq National Market shall have been suspended, suspended or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, established on the NYSE or New York Stock Exchange, the American Stock Exchange by such exchanges or by order of the Commission Nasdaq National Market, or any other governmental authority having jurisdiction; or (C) if a banking moratorium has shall have been declared either by a state the United States or federal authority New York State authorities, or if the United States shall have declared war in accordance with its constitutional processes or there shall have occurred any new restriction materially adversely affecting material outbreak or escalation of hostilities or other national or international calamity or crisis of such magnitude in its effect on the distribution financial markets of the Firm Shares United States as, in your judgment or in the judgment of such group of Underwriters, make it impracticable to market the Shares. If you or any group of Underwriters elects to terminate this Agreement as provided in this Section 9, the Company, the Representatives of the Selling Stockholders and each other Underwriter shall be notified promptly by letter or telegram. If the sale to the Underwriters of the Shares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement or if such sale is not carried out because the Company or the Additional SharesSelling Stockholders, as the case may be, shall have become effective; or (D) there shall have occurred be unable to comply with any Material Adverse Change with respect to of the Companyterms of this Agreement, the Operating Partnership and their respective subsidiaries taken as a whole; or (E) (i) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been such change in political, financial or economic conditions if the effect of any such event in (i) or (ii) as in the Underwriters' judgment makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares Company or the Additional SharesSelling Stockholders, as the case may be, on the terms contemplated by the Prospectus. (c) Any notice of termination pursuant to this Section 11 shall not be by telephone, telex, under any obligation or telegraph, confirmed in writing by letter. (d) If liability under this Agreement shall be terminated pursuant (except to any of the provisions hereof (otherwise than pursuant to Section 9(b) or 11(b) extent provided in Sections 6(a), 7 and 11 hereof), and the Underwriters shall be under no obligation or if the sale of the Shares provided for herein is not consummated because any condition liability to the obligations of Company and the Underwriters set forth herein is not satisfied Selling Stockholders under this Agreement (except to the extent provided in Section 11 hereof) or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by the Underwriters, reimburse the Underwriters for all out-of-pocket expenses (including the fees and expenses of their counsel), incurred by the Underwriters in connection herewithone another hereunder.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon execution and delivery of a counterpart hereof by each of the execution of this Agreementparties hereto. (b) The Underwriters shall have the right to terminate this Agreement at any time prior to If on the Closing Date any one or the obligations more of the Underwriters Initial Purchasers shall fail or refuse to purchase the Additional Shares at any time prior Original Notes which it or they have agreed to purchase hereunder on such date and the Additional Closing Dateaggregate principal amount of the Original Notes which such defaulting Initial Purchaser or Initial Purchasers, as the case may be, agreed but failed or refused to purchase is not more than one tenth of the aggregate principal amount of the Original Notes to be purchased on such date by all Initial Purchasers, each non defaulting Initial Purchaser shall be obligated severally, in the proportion which the principal amount of the Original Notes set forth opposite its name in Exhibit B bears to the aggregate principal amount of the Original Notes which all the non defaulting Initial Purchasers, as the case may be, have agreed to purchase, or in such other proportion as Bear, Xxxxxxx & Co. Inc. (“Bear Xxxxxxx”) may specify, to purchase the Original Notes which such defaulting Initial Purchaser or Initial Purchasers, as the case may be, agreed but failed or refused to purchase on such date; provided that in no event shall the aggregate principal amount of the Original Notes which any Initial Purchaser has agreed to purchase pursuant to Section 4 hereof be increased pursuant to this Section 14 by an amount in excess of one ninth of such principal amount of the Original Notes without the written consent of such Initial Purchaser. If on the Closing Date any Initial Purchaser or Initial Purchasers shall fail or refuse to purchase the Original Notes and the aggregate principal amount of the Original Notes with respect to which such default occurs is more than one tenth of the aggregate principal amount of the Original Notes to be purchased by all Initial Purchasers and arrangements satisfactory to the Initial Purchasers and the Company for purchase of such the Original Notes are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non defaulting Initial Purchaser and the Company. In any such case which does not result in termination of this Agreement, either Bear Xxxxxxx or the Company shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Offering Memorandum or any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Initial Purchaser from liability in respect of any default of any such Initial Purchaser under this Agreement. (Ac) This Agreement may be terminated in the sole discretion of the Initial Purchasers by notice to the Company from the Initial Purchasers, without liability (other than with respect to Sections 8 and 9) on the Initial Purchasers’ part to any of the Issuers in the event that any of the Issuers have failed, refused or been unable to perform or satisfy all conditions on their respective parts to be performed or satisfied hereunder on or prior to the Closing Date, any other condition to the obligations of the Initial Purchasers hereunder as provided in Section 10 is not fulfilled when and as required, or if: (i) in the reasonable judgment of the Initial Purchasers, any material adverse change shall have occurred since the respective dates as of which information is given in the Offering Memorandum (or, if the Offering Memorandum is not in existence, the Preliminary Offering Memorandum) in the condition (financial or otherwise), business, properties, assets, liabilities, prospects, net worth, results of operations or cash flows of the Company and its Subsidiary, taken as a whole, other than as set forth in the Offering Memorandum; (ii) any domestic or international event or act or occurrence has materially disrupted, or in the Underwriters' opinion of the Initial Purchasers will in the immediate future materially disrupt, the market for the Company's Issuer’s securities or for securities in general; or ; (Biii) if trading in securities generally on the NYSE or the American New York Stock Exchange Exchange, shall have been suspendedsuspended or made subject to material limitations, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the NYSE New York Stock Exchange or the American Stock Exchange by such exchanges Nasdaq National Market, or by order of the Commission or any other regulatory body or governmental authority having jurisdiction; or ; (Civ) if a banking moratorium has shall have been declared by any federal or New York state authority, a state moratorium in foreign exchange trading by major international banks or federal authority persons shall have been declared, or if any new restriction materially adversely affecting the distribution of the Firm Shares material disruption in commercial banking or the Additional Shares, as the case may be, securities settlement or clearance services shall have become effectiveoccurred; or or (DA) there shall have occurred any Material Adverse Change with respect to the Company, the Operating Partnership and their respective subsidiaries taken as a whole; outbreak or (E) (i) if the United States becomes engaged in hostilities or there is an escalation of hostilities or acts of terrorism involving the United States on or after the date hereof, or there is a declaration of a national emergency or war by the United States States, or (iiB) if there shall have been such any other calamity or crisis or any change in political, financial or economic conditions if the effect of any such event in (iA) or (ii) as B), in the Underwriters' judgment Initial Purchasers’ judgment, makes it inadvisable or impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may beSecurities, on the terms and in the manner contemplated hereby and in the Offering Memorandum; or (vi) any debt securities of any of the Issuers shall have been downgraded or placed on any “watch list” for possible downgrading by any “nationally recognized statistical rating organization” as defined for purposes of Rule 436(g) under the ProspectusAct. (cd) Any notice of termination pursuant to this Section 11 14 shall be by telephonetelephone or facsimile and, telex, or telegraphin either case, confirmed in writing by letter. (de) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise other than pursuant to Section 9(b) or 11(b) hereof14(b)), or if the sale of the Shares Original Notes provided for herein is not consummated because any condition to the obligations of the Underwriters Initial Purchasers set forth herein is not satisfied or because of any refusal, inability or failure on the part of any of the Company Issuers to perform any agreement herein or comply with any provision hereof, the Company willIssuers shall, subject to demand by the UnderwritersInitial Purchasers, reimburse the Underwriters Initial Purchasers for all out-of-pocket expenses (including the fees and expenses of their the Initial Purchasers’ counsel), incurred by the Underwriters Initial Purchasers in connection herewith.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon (i) if Rule 430A under the execution Act is not used, when you shall have received notification of the effectiveness of the Registration Statement, or (ii) if Rule 430A under the Act is used, when the parties hereto have executed and delivered this Agreement. (b) The obligations of the several Underwriters hereunder shall have be subject to termination in the right absolute discretion of you or any group of Underwriters (which may include you) which has agreed to terminate this Agreement purchase in the aggregate at least 50% of the Firm Shares if, at any time prior to the Closing Date or the obligations time of the Underwriters to 21 23 purchase the Additional Shares at any time prior or, with respect to the purchase of any Additional Closing DateShares, the additional time of purchase, as the case may be, if (A) any domestic trading in securities on the NYSE shall have been suspended or international event or act or occurrence has materially disrupted, or in the Underwriters' opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (B) if trading minimum prices shall have been established on the NYSE or the American Stock Exchange shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the NYSE or the American Stock Exchange by such exchanges or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has shall have been declared either by a state the United States or federal authority New York State authorities, or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, United States shall have become effective; declared war in accordance with its constitutional processes or (D) there shall have occurred any Material Adverse Change with respect material outbreak or escalation of hostilities or other national or international calamity or crisis of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in your judgment or in the judgment of such group of Underwriters, makes it impracticable to market the Shares. If you or any group of Underwriters elect to terminate this Agreement as provided in this Section 9(b), the Company, the Operating Partnership Selling Shareholders and their respective subsidiaries taken as a whole; each other Underwriter shall be notified promptly by letter or (E) (i) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been such change in political, financial or economic conditions if the effect of any such event in (i) or (ii) as in the Underwriters' judgment makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectustelegram. (c) Any notice If any Underwriter shall default in its obligation to take up and pay for the Firm Shares to be purchased by it hereunder and if the number of termination Firm Shares which all Underwriters so defaulting shall have agreed but failed to take up and pay for does not exceed 10% of the total number of Firm Shares, the non-defaulting Underwriters shall take up and pay for (in addition to the aggregate principal amount of Firm Shares they are obligated to purchase pursuant to this Section 11 1) the number of Firm Shares agreed to be purchased by all such defaulting Underwriters as hereinafter provided. Such Shares shall be taken up and paid for by telephonesuch non-defaulting Underwriter or Underwriters in such amount or amounts as you may designate with the consent of each Underwriter so designated or, telexin the event no such designation is made, or telegraph, confirmed such Shares shall be taken up and paid for by all non-defaulting Underwriters pro rata in writing by letter.proportion to the aggregate number of Firm Shares set opposite the names of such non-defaulting Underwriters in Schedule A. (d) If any Underwriter shall default in its obligation to take up and pay for the Firm Shares to be purchased by it hereunder and if the number of Firm Shares which all Underwriters so defaulting shall have agreed but failed to take up and pay for exceeds 10% of the total number of Firm Shares, and arrangements satisfactory to you and the Company are not made within 48 hours after such default, this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to Section 9(b) or 11(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure will terminate without liability on the part of the Company to perform any agreement herein or comply with non-defaulting Underwriter. (e) Without relieving any provision hereofdefaulting Underwriter from its obligations hereunder, the Company will, subject to demand by agrees with the Underwriters, reimburse non-defaulting Underwriters that it will not sell any Firm Shares hereunder unless all of the Underwriters for all out-of-pocket expenses (including the fees and expenses of their counsel), incurred Firm Shares are purchased by the Underwriters (or by substituted underwriters selected by you with the approval of the Company or selected by the Company with your approval pursuant to Section 9(d)). If a new Underwriter or Underwriters are substituted for a defaulting Underwriter or Underwriters in connection herewith.accordance with Section 9(d), the Company or you shall have the right to postpone the time of purchase for a period not exceeding five business days in order that any necessary change in the

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon when the parties hereto have executed and delivered this Agreement. The obligations of the Underwriter hereunder shall be subject to termination in your absolute discretion, if, since the time of execution of this Agreement. Agreement or the respective dates as of which information is given in the Registration Statement and the Final Prospectus, (by) The Underwriters shall have there has been any material adverse and unfavorable change, financial or otherwise (other than as referred to in the right Registration Statement and the Final Prospectus), in the earnings, business, condition or properties of the Partnership and the Intermediate Partnership taken as a whole, which would, in your judgment, make it impracticable to terminate this Agreement market the Units or, if at any time prior to the Closing Date or the obligations time of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Datepurchase, as the case may be, if (A) any domestic or international event or act or occurrence has materially disrupted, or trading in the Underwriters' opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (B) if trading on the NYSE or NYSE, the American Stock Exchange or the NASDAQ National Market shall have been suspended, suspended or limitations or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, established on the NYSE or NYSE, the American Stock Exchange by such exchanges or by order of the Commission NASDAQ National Market or any other governmental authority having jurisdiction; or (C) if a banking moratorium has shall have been declared either by a state the United States or federal authority New York State authorities, or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, United States shall have become effective; declared war in accordance with its constitutional processes or (D) there shall have occurred any Material Adverse Change with respect to material outbreak or escalation of hostilities or other national or international calamity or crisis of such magnitude in its effect on the Company, the Operating Partnership and their respective subsidiaries taken as a whole; or (E) (i) if financial markets of the United States becomes engaged as, in hostilities your judgment, to make it impracticable to market the Units. If you elect to terminate this Agreement as provided in this Section 7, the Partnership and the Selling Unitholders shall be notified promptly by letter or there telegram. If the sale to the Underwriter of the Units, as contemplated by this Agreement, is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war not carried out by the United States Underwriter for any reason permitted under this Agreement or (ii) if there shall have been such change in political, financial or economic conditions if sale is not carried out because the effect of any such event in (i) or (ii) as in the Underwriters' judgment makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares Partnership or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus. (c) Any notice of termination pursuant to this Section 11 Selling Unitholders shall be by telephone, telex, or telegraph, confirmed in writing by letter. (d) If this Agreement shall be terminated pursuant unable to comply with any of the provisions hereof terms of this Agreement, the Partnership and the Selling Unitholders shall not be under any obligation or liability under this Agreement (otherwise than pursuant except to Section 9(b) or 11(b) the extent provided in Sections 4(ii)(c), 5 and 8 hereof), and the Underwriter shall be under no obligation or if the sale of the Shares provided for herein is not consummated because any condition liability to the obligations of Partnership and the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on Selling Unitholders under this Agreement (except to the part of the Company to perform any agreement herein or comply with any provision extent provided in Section 8 hereof, the Company will, subject to demand by the Underwriters, reimburse the Underwriters for all out-of-pocket expenses (including the fees and expenses of their counsel), incurred by the Underwriters in connection herewith.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon execution and delivery of a counterpart hereof by each of the execution of this Agreementparties hereto. (b) The Underwriters Initial Purchasers shall have the right to terminate this Agreement at any time prior to the Closing Date by notice to the Company from the Initial Purchasers, without liability (other than with respect to Sections 6 and 7) on the Initial Purchasers' part to the Company if, on or prior to such date, (i) the Company shall have failed, refused or been unable to perform any agreement in any material respect on their part to be performed hereunder, (ii) any other condition to the obligations of the Underwriters to purchase Initial Purchasers hereunder as provided in Section 8 is not fulfilled when and as required in any material respect, (iii) in the Additional Shares at reasonable judgment of the Initial Purchasers, any time prior to Material Adverse Effect shall have occurred since the Additional Closing Daterespective dates as of which information is given in the Offering Memorandum, other than as set forth in the case may beOffering Memorandum, if or (Aiv)(A) any domestic or international event or act or occurrence has materially disrupted, or in the Underwriters' opinion of the Initial Purchasers will in the immediate future materially disrupt, the market for the Company's securities or for securities in general; or (B) if trading in securities generally on the NYSE New York or American Stock Exchange, or the American Stock Exchange Nasdaq National Market, shall have been suspendedsuspended or materially limited, or minimum or maximum prices for trading shall have been fixedestablished, or maximum ranges for prices for securities shall have been required, on the NYSE such exchange, or the American Stock Exchange by such exchanges exchange or by order of the Commission other regulatory body or any other governmental authority having jurisdiction; or (C) if a banking moratorium has shall have been declared by federal or state authorities, or a state moratorium in foreign exchange trading by major international banks or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, persons shall have become effectivebeen declared; or (D) there shall have occurred any Material Adverse Change with respect to the Company, the Operating Partnership and their respective subsidiaries taken as a whole; or (E) (i) if the United States becomes engaged in hostilities or there is an outbreak or escalation of armed hostilities involving the United States on or after the date hereof, or if there is has been a declaration by the United States of a national emergency or war by war, the United States effect of which shall be, in the Initial Purchasers' reasonable judgment, to make it inadvisable or impracticable to proceed with the offering or delivery of the Notes on the terms and in the manner contemplated in the Offering Memorandum; or (iiE) if there shall have been such a material adverse change in politicalgeneral economic, political or financial conditions or economic conditions if the effect of any such event in (i) or (ii) as international conditions on the financial markets in the UnderwritersUnited States shall be such as, in the Initial Purchasers' judgment reasonable judgment, makes it inadvisable or impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, Notes as the case may be, on the terms contemplated by the Prospectushereby. (c) Any notice of termination pursuant to this Section 11 shall be by telephonetelephone or telephonic facsimile and, telex, or telegraphin either case, confirmed in writing by letter. (d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to Section 9(bclause (iii) or (iv) of Section 11(b) hereof), or if the sale of the Shares provided in which case each party will be responsible for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereofits own expenses), the Company will, subject to demand by the Underwriters, shall reimburse the Underwriters Initial Purchasers for all out-of-pocket expenses (including the reasonable fees and expenses of their the Initial Purchasers' counsel), reasonably incurred by the Underwriters Initial Purchasers in connection herewith.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon execution and delivery of a counterpart hereof by each of the execution of this Agreementparties hereto. (b) The Underwriters Initial Purchaser shall have the right to terminate this Agreement at any time prior to the Closing Date by notice to the Company from the Initial Purchaser, without liability (other than with respect to Sections 5 and 6) on the Initial Purchaser if, on or prior to such date, (i) the Company or any of the Subsidiary Guarantors shall have failed, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement, (ii) any other condition of the obligations of the Underwriters to purchase the Additional Shares at Initial Purchaser under this Agreement as provided in Section 7 is not fulfilled when and as required in any time prior to the Additional Closing Datematerial respect, as the case may be, if (Aiii) any domestic or international event or act or occurrence has materially disrupted, or trading in the Underwriters' opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (B) if trading generally on the NYSE or the American New York Stock Exchange shall have been suspendedsuspended or materially limited, or minimum or maximum prices for trading shall have been fixedestablished on such exchange by the Commission, or maximum ranges for prices for securities shall have been required, on the NYSE or the American Stock Exchange by such exchanges exchange or by order of the Commission other regulatory body or any other governmental authority having jurisdiction; or , (Civ) if a general banking moratorium has shall have been declared by a state U.S. federal, New York or federal authority Australian authorities, or if any new restriction materially adversely affecting the distribution of the Firm Shares a moratorium in foreign exchange trading by major international banks or the Additional Shares, as the case may be, persons shall have become effective; or been declared, (Dv) there shall have occurred any Material Adverse Change with respect to is an outbreak or escalation of hostilities or other national or international calamity on or after the Companydate of this Agreement, the Operating Partnership and their respective subsidiaries taken as or if there has been a whole; or (E) (i) if declaration by the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by war, the United States effect of which shall be, in the Initial Purchaser's judgment, to make it inadvisable or impracticable to proceed with the offering or delivery of the Notes on the terms and in the manner contemplated in the Offering Memorandum or (iivi) if there shall have been such a material adverse change in politicalgeneral economic, political or financial conditions or economic conditions the effect (or potential effect if the effect of any such event in (i) or (ii) as financial markets in the Underwriters' judgment makes United States have not yet opened) of international conditions on the financial markets in the United States shall be such as, in the Initial Purchaser's judgment, to make it inadvisable or impracticable or inadvisable to proceed with the offering, sale and offering or delivery of the Firm Shares or the Additional Shares, as the case may be, Notes on the terms and in the manner contemplated by in the ProspectusOffering Memorandum. (c) Any notice of termination pursuant to this Section 11 10 shall be given at the address specified in Section 11 below by telephone, telex, telephonic facsimile or telegraph, confirmed in writing by letter. (d) If this Agreement shall be terminated pursuant to any clause of the provisions hereof (otherwise than pursuant to Section 9(b) or 11(b) hereof10(b), or if the sale of the Shares Notes provided for herein in this Agreement is not consummated because any condition to the obligations of the Underwriters Initial Purchaser set forth herein in this Agreement is not satisfied or because of any refusal, inability or failure on the part of either of the Company or any Subsidiary Guarantor to perform any agreement herein in this Agreement or comply with any provision hereofof this Agreement, the Company and the Subsidiary Guarantors will, subject to demand by the UnderwritersInitial Purchaser, reimburse the Underwriters Initial Purchaser for all of its reasonable out-of-of- pocket expenses (including the reasonable fees and expenses of their the Initial Purchaser's counsel), ) incurred by the Underwriters in connection herewithwith this Agreement.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon the execution later of this Agreement. (b) The Underwriters the time on which the Dealer/Manager shall have received notification of the right to terminate effectiveness of the Registration Statement and the time which this Agreement shall have been executed by all of the parties hereto. At any time during the Rights Offering, this Agreement may be terminated by the Dealer/Manager by giving notice as provided to the Company if (i) the Company shall have failed, refused or been unable, at any applicable time prior during the Rights Offering, to the Closing Date or the obligations perform any material act on its part to be performed hereunder after notice of the Underwriters same and reasonable opportunity to purchase the Additional Shares at any time prior to the Additional Closing Datecure, as the case may be, if (Aii) any domestic other condition of the Dealer/Manager's obligations hereunder is not fulfilled or international event or act or occurrence has materially disruptedwaived in writing by the Dealer/Manager on the date on which such condition is required to be fulfilled, (iii) trading in securities generally on the Nasdaq National Market or in the Underwriters' opinion will over-the-counter market, or trading in any securities of the Company on any exchange or in the immediate future materially disruptover-the-counter market, the market for the Company's securities or securities in general; or (B) if trading on the NYSE or the American Stock Exchange shall have been suspended, suspended or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, established on the NYSE or the American Stock Exchange by any such exchanges or such market by order of the Commission Commission, by such exchange or by any other regulatory body or governmental authority having jurisdiction; or , (Civ) if a banking moratorium has shall have been declared by a federal or state authorities, (v) any outbreak or federal authority substantial change or if escalation of hostilities in which the United States is involved, any new restriction materially adversely affecting declaration of war by Congress or any other substantial national or international calamity or emergency if, in the distribution Dealer/Manager's reasonable judgment, the effect of any such outbreak, escalation, declaration, calamity or emergency makes it impractical or inadvisable to solicit exercises of the Firm Shares Rights or perform any other of the Additional Shares, as the case may be, shall have become effective; Dealer/Manager's obligations hereunder or (Dvi) there shall have occurred any Material Adverse Change with respect to such a material adverse change in general economic, political or financial conditions (or the Company, effect of international conditions on the Operating Partnership and their respective subsidiaries taken as a whole; or (E) (i) if financial markets in the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been such change in political, financial or economic conditions if the effect of any such event in (i) or (iibe such) as to make it, in the Underwriters' judgment makes it Dealer/Manager's reasonable judgment, inadvisable or impracticable or inadvisable to proceed with the offering, sale and delivery solicit exercise of the Firm Shares Rights or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus. (c) perform any other of its obligations hereunder. Any notice termination of termination this Agreement pursuant to this Section 11 15 shall be by telephone, telex, or telegraph, confirmed in writing by letter. (d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to Section 9(b) or 11(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure without liability on the part of the Company to perform or any agreement herein or comply with any provision hereof, of the Company willCo-Dealer/Managers, subject in all respects to demand Section 9 and Section 13 hereof. No termination of this Agreement pursuant to this Section 15 shall affect the Company's right to consummate the Rights Offering, subject in all respects to the Company's full compliance with Section 8, Section 9 and Section 14 hereof. Any notice referred to above may be given at the address specified in Section 17 hereof in writing or by the Underwriterstelecopy or telephone, reimburse the Underwriters for all out-of-pocket expenses (including the fees and expenses of their counsel)if by telecopy or telephone, incurred by the Underwriters shall be immediately confirmed in connection herewithwriting.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon the execution later of the time on which the Dealer-Managers shall have received notification of the effectiveness of the Registration Statement and the time which this AgreementAgreement shall have been executed by all of the parties hereto. (b) The Underwriters At any time during the Rights Offering, this Agreement may be terminated by the Dealer-Managers by giving notice as hereinafter provided to the Company if: (i) the Company shall have the right to terminate this Agreement failed, refused or been unable, at any applicable time prior during the Rights Offering, to perform any material agreement on its part to be performed hereunder, (ii) any other material condition of the Closing Date Dealer-Managers’ obligations as set forth in Section 10 or elsewhere hereunder is not fulfilled, (iii) trading in securities generally on the New York Stock Exchange, the Nasdaq Stock Market or the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, if (A) any domestic or international event or act or occurrence has materially disrupted, Nasdaq or in the Underwriters' opinion will OTCBB, the OTCQX, or trading in any securities of the Company on any exchange or in the immediate future materially disruptover-the-counter market, the market for the Company's securities or securities in general; or (B) if trading on the NYSE or the American Stock Exchange shall have been suspended, suspended or minimum or maximum prices for trading shall have been fixedestablished on any such exchanges or such market by the Commission, by such exchange or maximum ranges for prices for securities by any other regulatory body or Governmental Authority, (iv) a banking moratorium shall have been required, on the NYSE or the American Stock Exchange by such exchanges or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a Federal or state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; or authorities, (Dv) there shall have occurred any Material Adverse Change with respect to the Company, the Operating Partnership and their respective subsidiaries taken as a whole; outbreak or (E) (i) if the United States becomes engaged in hostilities or there is an escalation of hostilities or acts of terrorism involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been such any other calamity or crisis or any change in political, financial or economic conditions if of the United States, or (vi) there shall have occurred such a material adverse change in general economic, political or financial conditions (or the effect of any such event international conditions on the financial markets in (i) or (iithe United States shall be such) as to make it, in the Underwriters' judgment makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares Dealer-Managers, inadvisable or impracticable to solicit exercises of the Additional Shares, as the case may be, on the terms contemplated by the ProspectusRights or perform any other of its obligations hereunder. (c) Any At any time during the Rights Offering, this Agreement may be terminated by the Company by giving notice as hereinafter provided to the Dealer-Managers if the Company’s Board of termination pursuant to this Section 11 shall be by telephone, telex, or telegraph, confirmed Directors determines in writing by lettergood faith that the Rights Offering is no longer in the best interests of the Company and its stockholders. (d) If Any termination of this Agreement pursuant to this Section 12 shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to Section 9(b) or 11(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure without liability on the part of the Company to perform any agreement herein or comply with any provision hereofthe Dealer-Managers, except as otherwise provided in Section 11 hereof and provided that the Company will, subject to demand by the Underwriters, shall reimburse the Underwriters Dealer-Managers for all their reasonable and documented out-of-pocket expenses (including subject the fees expense limitation set forth in Section 6(b). Any notice referred to above may be given at the address specified in Section 14 hereof in writing or by facsimile or telephone, and expenses of their counsel)if by telephone, incurred by the Underwriters shall be immediately confirmed in connection herewithwriting.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon the execution of this Agreement. (b) The Underwriters You shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, if (A) any domestic or international event or act or occurrence has materially disrupted, or in the Underwriters' your opinion will in the immediate future materially disrupt, the market for the Company's ’s securities or securities in general; or (B) if trading on the NYSE or the American New York Stock Exchange or on The Nasdaq National Market shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the NYSE or the American New York Stock Exchange or on The Nasdaq National Market by such exchanges the New York Stock Exchange or by The Nasdaq National Market or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a any state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares material disruption in commercial banking or the Additional Shares, as the case may be, securities settlement or clearance services shall have become effectiveoccurred; or (D) (i) if there shall have occurred any Material Adverse Change with respect to the Company, the Operating Partnership and their respective subsidiaries taken as a whole; outbreak or (E) (i) if the United States becomes engaged in hostilities or there is an escalation of hostilities or acts of terrorism involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been such any other calamity or crisis or any change in political, financial or economic conditions if the effect of any such event in (i) or (ii) as in the Underwriters' your judgment makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms and in the manner contemplated by the Prospectus. (c) Any notice of termination pursuant to this Section 11 12 shall be by telephone, telex, or telegraph, confirmed in writing by letterwriting. (d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to Section 9(b) or 11(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters Underwriter set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by the Underwritersyou, reimburse the Underwriters Underwriter for all out-of-pocket expenses (including the fees and expenses of their its counsel), ) incurred by the Underwriters Underwriter in connection herewith.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon the execution later of the time on which the Dealer-Manager shall have received notification of the effectiveness of the Registration Statement and the time which this AgreementAgreement shall have been executed by all of the parties hereto. (b) The Underwriters At any time during the Rights Offering, this Agreement may be terminated by the Dealer-Manager by giving notice as hereinafter provided to the Company if: (i) the Company shall have the right to terminate this Agreement failed, refused or been unable, at any applicable time prior during the Rights Offering, to perform any material agreement on its part to be performed hereunder, (ii) any other material condition of the Closing Date Dealer-Manager's obligations as set forth in Section 10 or elsewhere hereunder is not fulfilled, (iii) trading in securities generally on the New York Stock Exchange, the Nasdaq Stock Market or the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, if (A) any domestic or international event or act or occurrence has materially disrupted, NYSE Alternext U.S. or in the Underwriters' opinion will OTCBB, or trading in any securities of the Company on any exchange or in the immediate future materially disruptover-the-counter market, the market for the Company's securities or securities in general; or (B) if trading on the NYSE or the American Stock Exchange shall have been suspended, suspended or minimum or maximum prices for trading shall have been fixedestablished on any such exchanges or such market by the Commission, by such exchange or maximum ranges for prices for securities by any other regulatory body or Governmental Authority, (iv) a banking moratorium shall have been required, on the NYSE or the American Stock Exchange by such exchanges or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a Federal or state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; or authorities, (Dv) there shall have occurred any Material Adverse Change with respect to the Company, the Operating Partnership and their respective subsidiaries taken as a whole; outbreak or (E) (i) if the United States becomes engaged in hostilities or there is an escalation of hostilities or acts of terrorism involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been such any other calamity or crisis or any change in political, financial or economic conditions if of the United States, or (vi) there shall have occurred such a material adverse change in general economic, political or financial conditions (or the effect of any such event international conditions on the financial markets in (i) or (iithe United States shall be such) as to make it, in the Underwriters' judgment makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares Dealer-Manager, inadvisable or impracticable to solicit exercises of the Additional Shares, as the case may be, on the terms contemplated by the ProspectusRights or perform any other of its obligations hereunder. (c) Any At any time during the Rights Offering, this Agreement may be terminated by the Company by giving notice as hereinafter provided to the Dealer-Manager if the Company's Board of termination pursuant to this Section 11 shall be by telephone, telex, or telegraph, confirmed Directors determines in writing by lettergood faith that the Rights Offering is no longer in the best interests of the Company and its stockholders. (d) If Any termination of this Agreement pursuant to this Section 12 shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to Section 9(b) or 11(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure without liability on the part of the Company or the Dealer-Manager, except as otherwise provided in Section 11 hereof. Any notice referred to perform any agreement herein above may be given at the address specified in Section 14 hereof in writing or comply with any provision hereofby facsimile or telephone, the Company willand if by telephone, subject to demand by the Underwriters, reimburse the Underwriters for all out-of-pocket expenses (including the fees and expenses of their counsel), incurred by the Underwriters shall be immediately confirmed in connection herewithwriting.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon when the parties hereto have executed and delivered this Agreement. The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of you or any group of Underwriters (which may include you) which has agreed to purchase in the aggregate at least 50% of the Firm Units, if, since the time of execution of this Agreement. Agreement or the earlier respective dates as of which information is given in the Registration Statement and the Final Prospectus, there has been any material adverse and unfavorable change, financial or otherwise (b) The Underwriters shall have other than as referred to in the right Registration Statement and the Final Prospectus), in the earnings, businesses, condition or properties of the Partnership and the Intermediate Partnership taken as a whole, which would, in your judgment or in the judgment of such group of Underwriters, make it impracticable to terminate this Agreement market the Units or, if at any time prior to the Closing Date time of purchase or the obligations additional time of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Datepurchase, as the case may be, if (A) any domestic trading in securities on the New York Stock Exchange, the American Stock Exchange or international event the NASDAQ National Market shall have been suspended or act limitations or occurrence has materially disruptedminimum prices shall have been established on the New York Stock Exchange, the American Stock Exchange or the NASDAQ National Market or trading in the Underwriters' opinion will in the immediate future materially disrupt, the market for the CompanyPartnership's securities or securities in general; or (B) if trading on the NYSE or the American New York Stock Exchange shall have been suspended, suspended or limitations or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for on the Partnership's securities shall have been required, established on the NYSE New York Stock Exchange, or the American Stock Exchange by such exchanges or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has shall have been declared either by a state the United States or federal authority New York State authorities, or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, United States shall have become effective; declared war in accordance with its constitutional processes or (D) there shall have occurred any Material Adverse Change with respect to the Company, the Operating Partnership and their respective subsidiaries taken as a whole; material outbreak or (E) (i) if the United States becomes engaged in hostilities or there is an escalation of hostilities or acts of terrorism involving the United States or there is a declaration other national or international calamity or crisis of a national emergency or war by such magnitude in its effect on the financial markets of the United States as, in your judgment or (ii) if there shall have been such change in political, financial or economic conditions if the effect of any such event in (i) or (ii) as in the judgment of such group of Underwriters' judgment makes , to make it impracticable to market the Units. If you or inadvisable any group of Underwriters elects to proceed with terminate this Agreement as provided in this Section 7, the offering, Partnership and each other Underwriter shall be notified promptly in writing. If the sale and delivery to the Underwriters of the Firm Shares Units, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement or if such sale is not carried out because the Partnership or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus. (c) Any notice of termination pursuant to this Section 11 Intermediate Partnership shall be by telephone, telex, or telegraph, confirmed in writing by letter. (d) If this Agreement shall be terminated pursuant unable to comply with any of the provisions hereof terms of this Agreement, neither the Partnership nor the Intermediate Partnership shall be under any obligation or liability under this Agreement (otherwise than pursuant except to Section 9(b) or 11(b) the extent provided in Sections 4(g), 5 and 9 hereof), and the Underwriters shall be under no obligation or if the sale of the Shares provided for herein is not consummated because any condition liability to the obligations of Partnership or the Underwriters set forth herein is not satisfied Intermediate Partnership under this Agreement (except to the extent provided in Section 9 hereof) or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by the Underwriters, reimburse the Underwriters for all out-of-pocket expenses (including the fees and expenses of their counsel), incurred by the Underwriters in connection herewithone another hereunder.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon the execution of this Agreement. Notwithstanding any termination of this Agreement, the provisions of this Section 10 and of Sections 1, 5, 7, 8 and 10 through 16, inclusive, shall remain in full force and effect at all times after the execution hereof. (b) The Underwriters Underwriter shall have the right to terminate this Agreement at any time prior to the Closing Date or to terminate the obligations of the Underwriters Underwriter to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, if (Ai) any domestic or international event or act or occurrence has materially disrupted, or in the Underwriters' opinion of the Underwriter will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (Bii) if trading on the NYSE or the American Stock Exchange shall have been suspendedsuspended or been made subject to material limitations, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the NYSE or the American Stock Exchange by such exchanges or by order of the Commission or any other governmental authority having jurisdiction; or (Ciii) if a banking moratorium has been declared by a any state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares material disruption in commercial banking or the Additional Shares, as the case may be, securities settlement or clearance services shall have become effectiveoccurred; or (Div) (A) there shall have occurred any Material Adverse Change with respect to the Company, the Operating Partnership and their respective subsidiaries taken as a whole; outbreak or (E) (i) if the United States becomes engaged in hostilities or there is an escalation of hostilities or acts of terrorism involving the United States or there is a declaration of a national emergency or war by the United States or (iiB) if there shall have been such any other calamity or crisis or any change in political, financial or economic conditions if the effect of any such event in (iA) or (ii) as B), in the Underwriters' judgment of the Underwriter, makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms and in the manner contemplated by the Prospectus. (c) Any notice of termination pursuant to this Section 11 10 shall be by telephone, telex, or telegraph, confirmed in writing by letterwriting. (d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise other than pursuant to (i) notification by the Underwriter as provided in Section 9(b) or 11(b10(a) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters Underwriter set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by the UnderwritersUnderwriter, reimburse the Underwriters Underwriter for all out-of-pocket expenses (including the fees and expenses of their counsel), incurred by the Underwriters Underwriter in connection herewith.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon when the execution of parties hereto have executed and delivered this Agreement. (b) . The Underwriters obligations of the several Initial Purchasers hereunder shall have be subject to termination in the right to terminate this Agreement absolute discretion of Xxxxxx Xxxxxxx at any time prior to the Closing Date time of purchase or the obligations an additional time of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Datepurchase, as the case may be, if prior to such time (Ai) the Company shall have failed, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) any domestic or international event or act or occurrence has materially disruptedother condition to the obligations of the Initial Purchasers under this Agreement to be fulfilled by the Company pursuant to Section 7 is not fulfilled when and as required in any material respect, or (iii) trading in the Underwriters' opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (B) if trading generally on the NYSE or New York Stock Exchange, the American Stock Exchange or the Nasdaq National Market shall have been suspended, suspended or limitations or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, established on the NYSE or New York Stock Exchange, the American Stock Exchange or the Nasdaq National Market, (iv) a suspension or material limitation in trading in the Company’s securities on the New York Stock Exchange has occurred, (v) a general banking moratorium shall have been declared either by such exchanges the United States or by order of New York State authorities, or if there has been a material disruption in securities settlement or clearance services in the Commission or any other governmental authority having jurisdiction; United States, or (Cvi) if a banking moratorium has been declared by a state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, United States shall have become effective; declared war in accordance with its constitutional processes or (D) there shall have occurred any Material Adverse Change with respect to material outbreak or escalation of hostilities or terrorism or other national or international calamity or crisis of such magnitude in its effect on the Company, the Operating Partnership and their respective subsidiaries taken as a whole; or (E) (i) if financial markets of the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been such change in politicalas, financial or economic conditions if the effect of any such event in (i) or (ii) as in the Underwriters' judgment makes of Xxxxxx Xxxxxxx to make it impracticable or inadvisable to proceed with the offering, sale and offering or delivery of the Firm Shares or the Additional Shares, as the case may be, Notes on the terms and in the manner contemplated in the Preliminary Memorandum and the Final Memorandum. If Xxxxxx Xxxxxxx elects to terminate this Agreement as provided in this Section 8, the Company shall be notified as provided for herein. If the sale to the Initial Purchasers of the Notes, as contemplated by this Agreement, is not carried out by the Prospectus. (c) Any notice of termination pursuant to Initial Purchasers for any reason permitted under this Section 11 Agreement or if such sale is not carried out because the Company shall be by telephone, telex, or telegraph, confirmed in writing by letter. (d) If this Agreement shall be terminated pursuant unable to comply and does not comply with any of the provisions hereof terms of this Agreement, the Company shall not be under any obligation or liability under this Agreement (otherwise than pursuant except to Section 9(b) or 11(b) the extent provided in Sections 5(k), 6 and 10 hereof), and the Initial Purchasers shall be under no obligation or if the sale of the Shares provided for herein is not consummated because any condition liability to the obligations of Company under this Agreement (except to the Underwriters set forth herein is not satisfied extent provided in Section 9 hereof) or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by the Underwriters, reimburse the Underwriters for all out-of-pocket expenses (including the fees and expenses of their counsel), incurred by the Underwriters in connection herewithone another hereunder.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon (i) if Rule 430A under the execution Act is not used, when you shall have received notification of the effectiveness of the Initial Registration Statement, or (ii) if Rule 430A under the Act is used, when the parties hereto have executed and delivered this Agreement. (b) . The obligations of the several Underwriters hereunder shall have the right be subject to terminate this Agreement termination in your absolute discretion if, at any time prior to the Closing Date or the obligations time of the Underwriters to purchase the Additional Shares at any time prior or, with respect to the purchase of any Additional Closing DateShares, the additional time of purchase, as the case may be, if (A) any domestic or international event or act or occurrence has materially disrupted, or trading in the Underwriters' opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (B) if trading generally on the NYSE or the American New York Stock Exchange shall have been suspended, suspended or minimum or maximum prices for trading shall have been fixedestablished on the New York Stock Exchange, or maximum ranges for prices for securities if a general banking moratorium shall have been requireddeclared either by the United States or New York State authorities, on the NYSE or the American Stock Exchange by such exchanges or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, United States shall have become effective; declared war in accordance with its constitutional processes or (D) there shall have occurred any Material Adverse Change with respect to the Company, the Operating Partnership and their respective subsidiaries taken as a whole; material outbreak or (E) (i) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration other national or international calamity or crisis of a national emergency such magnitude in its effect on, or war by the United States or (ii) if there shall have been such any material adverse change in, any financial market which, in politicaleach case, financial or economic conditions if the effect of any such event in (i) or (ii) as in the Underwriters' your judgment makes it impracticable or inadvisable to proceed with market the offeringShares. If you elect to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly by written notice transmitted by facsimile and confirmed by written notice sent by registered mail, return receipt requested. If the sale and delivery to the Underwriters of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by this Agreement, is not carried out by the Prospectus. (c) Any notice of termination pursuant to Underwriters for any reason permitted under this Section 11 Agreement or if such sale is not carried out because the Company shall be by telephone, telex, or telegraph, confirmed in writing by letter. (d) If this Agreement shall be terminated pursuant unable to comply with any of the provisions hereof (otherwise than pursuant to Section 9(b) or 11(b) hereof), or if the sale terms of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereofthis Agreement, the Company willshall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 5 and 9), subject to demand by the Underwriters, reimburse and the Underwriters for all out-of-pocket expenses shall be under no obligation or liability to the Company under this Agreement (including except to the fees and expenses of their counselextent provided in Section 9), incurred by the Underwriters in connection herewith.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon the later of when (i) you and the Company shall have received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York time, on the seventh full business day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company, the Selling Stockholders or the Underwriters except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company by notifying you and the Selling Stockholders or by you by notifying the Company and the Selling Stockholders. (b) The Underwriters You shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, if (A) trading in the Common Stock shall have been suspended or materially limited on the AMEX, or minimum or maximum prices shall have been fixed or maximum ranges for prices shall have been required on the AMEX, the listing of the Common Stock on the AMEX shall have been terminated, or the Company shall have been notified that such suspension or termination is being contemplated; or (B) any domestic or international event or act or occurrence has materially disrupted, or in the UnderwritersBear Stearns' opinion will in the immediate future materially disrupt, the market xxxxxx for the Company's securities or securities in general; or (BC) if trading on the NYSE New York or the American Stock Exchange Exchanges shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the NYSE New York or the American Stock Exchange by such exchanges the New York or American Stock Exchange or by order of the Commission or any other governmental authority having jurisdiction; or (CD) if a banking moratorium has been declared by a state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; or (DE) there shall have occurred any Material Adverse Change with respect to the Company, the Operating Partnership and their respective subsidiaries taken as a whole; or (E) if (i) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been such change in political, financial or economic conditions if conditions, and the effect of any such event in (i) or (ii) as in the Underwriters' your judgment makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus. (c) Any notice of termination pursuant to this Section 11 shall be by telephone, telex, telex or telegraph, confirmed in writing by letter. (d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 11(a) hereof or (ii) Section 9(b) or 11(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company or any Selling Stockholder to perform any agreement herein or comply with any provision hereof, the Company and any defaulting Selling Stockholder, jointly and severally, will, subject to demand by the Underwritersyou, reimburse the Underwriters for all out-of-pocket expenses (including the fees and expenses of their counsel), incurred by the Underwriters in connection herewith.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon execution and delivery of a counterpart hereof by each of the execution of this Agreementparties hereto. (b) The Underwriters Initial Purchasers shall have the right to terminate this Agreement at any time prior to the Closing Date by notice to the Company from the Initial Purchasers, without liability (other than with respect to Sections 6 and 7) on the Initial Purchasers' part to the Company or the Co-Obligor if, on or prior to such date, (i) either of the Company or the Co-Obligor shall have failed, refused or been unable to perform in any material respect any agreement on its part to be performed hereunder, (ii) any other condition to the obligations of the Underwriters to purchase Initial Purchasers hereunder as provided in Section 8 is not fulfilled when and as required in any material respect, (iii) in the Additional Shares at reasonable judgment of the Initial Purchasers any time prior to material adverse change shall have occurred since the Additional Closing Daterespective dates as of which information is given in the Offering Memorandum in the condition (financial or otherwise), business, properties, assets, liabilities, prospects, net worth, results of operations or cash flows of the Company and the subsidiaries taken as a whole, other than as set forth in the case may beOffering Memorandum, if or (Aiv)(A) any domestic or international event or act or occurrence has materially disrupted, or in the Underwriters' opinion of the Initial Purchasers will in the immediate future materially disrupt, the market for the Company's and the Co-Obligor's securities or for securities in general; or (B) if trading in securities generally on the NYSE or New York Stock Exchange, the American Stock Exchange Exchange, the Chicago Board of Options Exchange, the Chicago Mercantile Exchange, the Chicago Board of Trade or the Nasdaq National Market shall have been suspendedsuspended or materially limited, or minimum or maximum prices for trading shall have been fixedestablished, or maximum ranges for prices for securities shall have been required, on the NYSE such exchange or the American Stock Exchange Nasdaq National Market, or by such exchanges exchange or by order of the Commission other regulatory body or any other governmental authority having jurisdiction; or (C) if a banking moratorium has shall have been declared by Federal or state authorities, or a state moratorium in foreign exchange trading by major international banks or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, persons shall have become effectivebeen declared; or (D) there shall have occurred any Material Adverse Change with respect to the Company, the Operating Partnership and their respective subsidiaries taken as a whole; or (E) (i) if the United States becomes engaged in hostilities or there is an outbreak or escalation of armed hostilities involving the United States on or after the date hereof, or if there is has been a declaration by the United States of a national emergency or war by war, the United States effect of which shall be, in the Initial Purchasers' judgment, to make it inadvisable or impracticable to proceed with the offering or delivery of the Senior Notes on the terms and in the manner contemplated in the Offering Memorandum; or (iiE) if there shall have been such a material adverse change in politicalgeneral economic, political or financial conditions or economic conditions if the effect of any such event in (i) or (ii) as in the Underwriters' judgment makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, international conditions on the terms contemplated by the Prospectus. (c) Any notice of termination pursuant to this Section 11 shall be by telephone, telex, or telegraph, confirmed in writing by letter. (d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to Section 9(b) or 11(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by the Underwriters, reimburse the Underwriters for all out-of-pocket expenses (including the fees and expenses of their counsel), incurred by the Underwriters in connection herewith.financial markets in

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon the later of (i) when you and the Company shall have received notification of the effectiveness of the Registration Statement and (ii) the execution and delivery of this AgreementAgreement by the parties hereto. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York time, on the fourth full business day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company or the Underwriters except as herein expressly provided. Until this Agreement becomes effective as aforesaid, this Agreement may be terminated by the Company by notifying you or by you by notifying the Company without any liability of any party to any party hereunder. Notwithstanding the foregoing, the provisions of this Section 15 and of Sections 9, 11, 12 and 13 hereof shall at all times be in full force and effect. (b) The This Agreement and the obligations of the U.S. Underwriters shall have hereunder may be terminated by you by written notice to the right to terminate this Agreement Company at any time at or prior to the Closing Date (and, with respect to the Additional U.S. Shares, the Additional Closing Date), without liability (other than with respect to Sections 11 and 12) on the part of any U.S. Underwriter to the Company and the Selling Stockholders if, on or prior to such date, (i) the Company or the Selling Stockholders shall have failed, refused or been unable to perform in any material respect any agreement on its part to be performed hereunder, (ii) any other condition to the obligations of the U.S. Underwriters to purchase the Additional Shares at set forth in Section 10 hereof is not fulfilled when and as required in any time prior to the Additional Closing Datematerial respect, as the case may be, if (Aiii) any domestic or international event or act or occurrence has materially disrupted, or trading in the Underwriters' opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (B) if trading generally on the NYSE New York Stock Exchange or the American Stock Exchange or in the over-the-counter market shall have been suspendedsuspended or materially limited, or minimum or maximum prices for trading shall have been fixedestablished on either exchange or such market by the Commission, or maximum ranges for prices for securities shall have been required, on the NYSE by either exchange or the American Stock Exchange by such exchanges other regulatory body or by order of the Commission or any other governmental authority having jurisdiction; or , (Civ) if a general banking moratorium has shall have been declared by Federal or New York State authorities, (v) there is a state or federal authority or if any new restriction materially adversely affecting downgrading in the distribution rating of the Firm Shares or Company's debt securities by any "nationally recognized statistical rating organization" (as defined for purposes of Rule 436(g) under the Additional SharesAct), as the case may be, shall have become effective; or (Dvi) there shall have occurred any Material Adverse Change with respect to outbreak or escalation of armed hostilities involving the CompanyUnited States on or after the date hereof, or if there has been a declaration by the United States of a national emergency or war, the Operating Partnership effect of which shall be, in your judgment, to make it inadvisable or impracticable to proceed with the sale and their delivery of the Shares on the terms and in the manner contemplated in the Prospectuses, (vii) in your reasonable opinion any material adverse change shall have occurred since the respective dates as of which information is given in the Registration Statement or the Prospectuses affecting the business, prospects, condition (financial or other) or results of operations of the Company and its subsidiaries taken as a whole; , whether or not arising in the ordinary course of business other than as set forth in the Prospectuses or contemplated thereby, (E) (iviii) if there shall have occurred such a material adverse change in the financial markets in the United States becomes engaged such as, in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been such change in politicalyour judgment, financial or economic conditions if the effect of any such event in (i) or (ii) as in the Underwriters' judgment makes it inadvisable or impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms and in the manner contemplated in the Prospectuses, or (ix) there shall have been any enactment, proposal, publication, decree or other promulgation of any foreign or United States federal or state statute, regulation, rule or order of any court or other governmental authority that would, in your reasonable judgment, make it inadvisable or impracticable to proceed with the sale and delivery of the Shares on the terms and in the manner contemplated in the Prospectuses. Your right to terminate this Agreement will not be waived or otherwise relinquished by their failure to give notice of termination prior to the Prospectustime that the event giving rise to the right to terminate shall have ceased to exist, provided that notice is given prior to the Closing Date (and, with respect to the Additional U.S. Shares, the Additional Closing Date). (c) Any notice of termination pursuant to this Section 11 15 shall be by telephone, telex, telephonic facsimile, or telegraph, confirmed in writing by letter. (d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to Section 9(bnotification by you as provided in subsection 15(a) or 11(b15(b) hereof), or if the sale of the U.S. Shares provided for herein is not consummated because any condition to the obligations of the U.S. Underwriters set forth herein is not satisfied (other than with respect to Section 10(n) hereof as a result of a default by the Managers in the purchase of the International Shares) or because of any refusal, inability or failure on the part of the Company or the Selling Stockholders to perform any agreement herein or to comply with any provision hereofhereof (other than by reason of a default of the U.S. Underwriters), the Company willagrees, subject to demand by the Underwritersyou, to reimburse the U.S. Underwriters for all reasonable out-of-pocket expenses (including the reasonable fees and expenses of their counselUnderwriters' Counsel), incurred by the U.S. Underwriters in connection herewith.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon execution and delivery of a counterpart hereof by each of the execution of this Agreementparties hereto. (b) The Underwriters Initial Purchasers shall have the right to terminate this Agreement at any time prior to the Closing Date by written notice to CAIC or the Company from the Initial Purchasers, without liability (other than with respect to Sections 6 and 7) on the Initial Purchasers' part to CAIC, the Company or the Guarantors if, on or prior to such date, (i) CAIC, the Company or the Guarantors shall have failed, refused or been unable to perform in any material respect any agreement on its part to be performed hereunder, (ii) any other condition to the obligations of the Underwriters Initial Purchasers hereunder as provided in Section 8 is not fulfilled when and as required in any material respect, (iii) in the reasonable judgment of the Initial Purchasers, there shall not have occurred since the respective dates as of which information is given in the Offering Memorandum a Material Adverse Effect, or any development that is reasonably likely to purchase result in a Material Adverse Effect for the Additional Shares at Company, the Target or their respective subsidiaries, taken as a whole, other than as set forth in the Disclosure Package and the Offering Memorandum (exclusive of any time prior to the Additional Closing Dateamendment or supplement thereto), as the case may be, if or (Aiv)(A) any domestic or international event or act or occurrence has materially disrupted, or in the Underwriters' opinion of the Initial Purchasers will in the immediate future materially disrupt, the market for the Company's securities or for securities in general; or (B) if trading in securities generally on the NYSE or New York Stock Exchange, the American Stock Exchange or the Nasdaq National Market shall have been suspendedsuspended or materially limited, or minimum or maximum prices for trading shall have been fixedestablished, or maximum ranges for prices for securities shall have been required, on the NYSE such exchange or the American Stock Exchange Nasdaq National Market, or by such exchanges exchange or by order of the Commission other regulatory body or any other governmental authority having jurisdiction; or (C) if a banking moratorium has shall have been declared by federal or state authorities, or a state moratorium in foreign exchange trading by major international banks or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, persons shall have become effectivebeen declared; or (D) there shall have has occurred any Material Adverse Change with respect to the Company, the Operating Partnership and their respective subsidiaries taken as a whole; an outbreak or (E) (i) if the United States becomes engaged in hostilities or there is an escalation of hostilities or acts of terrorism involving the United States on or after the date hereof, or there is has been a declaration by the United States of a national emergency or war by the United States or (ii) if there shall have been such change in politicalwar, financial or economic conditions if the effect of which shall be, in any such event in (i) or (ii) as case, in the Underwriters' sole judgment makes of the Initial Purchasers, to make it inadvisable or impracticable or inadvisable to proceed with the offering, sale and or delivery of the Firm Shares or the Additional Shares, as the case may be, Initial Notes on the terms and in the manner contemplated by in the ProspectusPreliminary Offering Memorandum and the Offering Memorandum; or (E) there shall have been such a material adverse change in general economic, political or financial conditions or if the effect of international conditions on the financial markets in the United States shall be such as, in the Initial Purchasers' sole judgment, makes it inadvisable or impracticable to proceed with the offering, sale or delivery of the Initial Notes as contemplated hereby. (c) Any notice of termination pursuant to this Section 11 shall be by telephonetelephone or facsimile and, telex, or telegraphin either case, confirmed promptly in writing by letter. (d) If this Agreement shall be is terminated pursuant to any of the provisions hereof (otherwise other than pursuant to clause (iv) of Section 9(b) or 11(b) hereof), in which case each party will be responsible for its own expenses), or if the sale of the Shares Initial Notes provided for herein is not consummated because any condition to the obligations of the Underwriters Initial Purchasers set forth herein is not satisfied or because of any refusal, inability or failure on the part of CAIC, the Company or the Guarantors to perform any agreement herein or comply with any provision hereof, CAIC, the Company will, subject to demand by and the Underwriters, Guarantors shall reimburse the Underwriters Initial Purchasers for all reasonable out-of-pocket expenses (including the reasonable fees and expenses of their the Initial Purchasers' counsel), incurred by the Underwriters Initial Purchasers in connection herewith. (e) If on the Closing Date any Initial Purchaser shall fail or refuse to purchase the Initial Notes that it has agreed to purchase hereunder on such date and the aggregate principal amount of the Initial Notes that such defaulting Initial Purchaser agreed but failed or refused to purchase is not more than one-tenth of the aggregate principal amount of the Initial Notes to be purchased on such date by all Initial Purchasers, each non-defaulting Initial Purchaser shall be obligated severally, in the proportion that the principal amount of the Initial Notes set forth opposite its name in Schedule II bears to the aggregate principal amount of the Initial Notes that all the non-defaulting Initial Purchasers, as the case may be, have agreed to purchase, to purchase the Initial Notes that such defaulting Initial Purchaser agreed but failed or refused to purchase on such date; provided that in no event shall the aggregate principal amount of the Initial Notes that any Initial Purchaser has agreed to purchase pursuant to Section 3 hereof be increased pursuant to this Section 11 by an amount in excess of one-ninth of such principal amount of the Initial Notes without the written consent of such Initial Purchaser. If on the Closing Date any Initial Purchaser shall fail or refuse to purchase the Initial Notes and the aggregate principal amount of the Initial Notes with respect to which such default occurs is more than one-tenth of the aggregate principal amount of the Initial Notes to be purchased by all Initial Purchasers and arrangements satisfactory to the Initial Purchasers and CAIC for purchase of such Initial Notes are not made within 48 hours after such default, this Agreement will terminate without liability on the part of any non-defaulting Initial Purchaser and the Company, except that the provisions of Section 6 and 7 shall at all times be effective and shall survive such termination. In any such case that does not result in termination of this Agreement, either Bear Xxxxxxx or CAIC shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the required changes, if any, in the Offering Memorandum or any other documents or arrangements may be effected. Any action taken under this paragraph shall not relieve any defaulting Initial Purchaser from liability in respect of any default of any such Initial Purchaser under this Agreement.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon when the execution of parties hereto have executed and delivered this Agreement. (b) The obligations of the several Underwriters hereunder shall have the right be subject to terminate this Agreement termination by you at any time prior to the Closing Date or the obligations time of the Underwriters to purchase the Additional Shares at any time purchase, if prior to the Additional Closing Date, as the case may be, if (A) any domestic or international event or act or occurrence has materially disrupted, or in the Underwriters' opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (B) if trading on the NYSE or the American Stock Exchange shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the NYSE or the American Stock Exchange by such exchanges or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; or (D) there shall have occurred any Material Adverse Change with respect to the Company, the Operating Partnership and their respective subsidiaries taken as a whole; or (E) time (i) if the United States becomes engaged Company shall have failed, refused or been unable to perform in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) if there shall have been such change in political, financial or economic conditions if the effect of any such event in (i) or (ii) as in the Underwriters' judgment makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus. (c) Any notice of termination pursuant to this Section 11 shall be by telephone, telex, or telegraph, confirmed in writing by letter. (d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to Section 9(b) or 11(b) hereof), or if the sale of the Shares provided for herein is not consummated because any other condition to the obligations of the Underwriters set forth herein under this Agreement to be fulfilled by the Company pursuant to Section 6 is not satisfied or because of fulfilled when and as required in any refusalmaterial respect, inability or failure (iii) trading in securities generally on the part New York Stock Exchange, the American Stock Exchange or the Nasdaq National Market shall have been suspended or limitations or minimum prices shall have been established on the New York Stock Exchange, the American Stock Exchange or the Nasdaq National Market, (iv) a general banking moratorium shall have been declared either by the United States or New York State authorities, or if there has been a material disruption in securities settlement or clearance services in the United States, or (v) the United States shall have declared war in accordance with its constitutional processes or there shall have occurred any material outbreak or escalation of hostilities or other national or international calamity or crisis of such magnitude in its effect on the financial markets of the United States as, in the judgment of the Representatives, to make it impracticable to market the Notes. (c) If the Representatives elect to terminate this Agreement as provided in this Section 7, the Company shall be notified as provided for herein. (d) If the sale to perform the Underwriters of the Notes, as contemplated by this Agreement, is not carried out by the Underwriters for any agreement herein reason permitted under this Agreement or if such sale is not carried out because the Company shall be unable to comply and does not comply with any provision hereofof the terms of this Agreement, the Company willshall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(j), subject to demand by the Underwriters5 and 9 hereof), reimburse and the Underwriters for all out-of-pocket expenses shall be under no obligation or liability to the Company under this Agreement (including except to the fees and expenses of their counsel), incurred by the Underwriters extent provided in connection herewithSection 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. (aA) This Agreement shall become effective upon (i) if Rule 430A under the execution Act is not used, when you shall have received notification of the effectiveness of the Registration Statement, or (ii) if Rule 430A under the Act is used, when the parties hereto have executed and delivered this Agreement. (bB) The obligations of the several Underwriters hereunder shall have be subject to termination in the right absolute discretion of you or any group of Underwriters (which may include you) which has agreed to terminate this Agreement purchase in the aggregate at least 50% of the Firm Shares if, at any time prior to the Closing Date or the obligations time of the Underwriters to purchase the Additional Shares at any time prior or, with respect to the purchase of any Additional Closing DateShares, the additional time of purchase, as the case may be, if (A) any domestic or international event or act or occurrence has materially disrupted, or trading in the Underwriters' opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (B) if trading on the NYSE or the American New York Stock Exchange shall have been suspended, suspended or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, established on the NYSE or the American New York Stock Exchange by such exchanges or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has shall have been declared either by a state the United States or federal authority New York State authorities, or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, United States shall have become effective; declared war in accordance with its constitutional processes or (D) there shall have occurred any Material Adverse Change with respect to the Company, the Operating Partnership and their respective subsidiaries taken as a whole; material outbreak or (E) (i) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration other national or international calamity or crisis of a national emergency such magnitude in its effect on, or war by the United States any material adverse change in, any financial market which, in each case, in your judgment or (ii) if there shall have been such change in political, financial or economic conditions if the effect of any such event in (i) or (ii) as in the judgment of such group of Underwriters' judgment , makes it impracticable to market the Shares. If you or inadvisable any group of Underwriters elect to proceed with terminate this Agreement as provided in this Section 9(b), the offering, sale Company and delivery of each other Underwriter shall be notified promptly by letter or telegram. (C) If any Underwriter shall default in its obligation to take up and pay for the Firm Shares or to be purchased by it hereunder and if the Additional number of Firm Shares which all Underwriters so defaulting shall have agreed but failed to take up and pay for does not exceed 10% of the total number of Firm Shares, as the case may be, on non-defaulting Underwriters shall take up and pay for (in addition to the terms contemplated by the Prospectus. (c) Any notice aggregate principal amount of termination pursuant Firm Shares they are obligated to this Section 11 shall be by telephone, telex, or telegraph, confirmed in writing by letter. (d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than purchase pursuant to Section 9(b1) the number of Firm Shares agreed to be purchased by all such defaulting Underwriters as hereinafter provided. Such Shares shall be taken up and paid for by such non-defaulting Underwriter or 11(bUnderwriters in such amount or amounts as you may designate with the consent of each Underwriter so designated or, in the event no such designation is made, such Shares shall be taken up and paid for by all non-defaulting Underwriters pro rata in proportion to the aggregate number of Firm Shares set opposite the names of such non- defaulting Underwriters in Schedule A. (D) hereof), or If any Underwriter shall default in its obligation to take up and pay for the Firm Shares to be purchased by it hereunder and if the sale number of Firm Shares which all Underwriters so defaulting shall have agreed but failed to take up and pay for exceeds 10% of the Shares provided for herein is total number of Firm Shares, and arrangements satisfactory to you and the Company are not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusalmade within 48 hours after such default, inability or failure this Agreement will terminate without liability on the part of the Company to perform Company, any agreement herein Selling Shareholder or comply with any provision hereofnon-defaulting Underwriter. (E) Without relieving any defaulting Underwriter from its obligations hereunder, the Company will, subject to demand by agrees with the Underwriters, reimburse non-defaulting Underwriters that it will not sell any 23. Firm Shares hereunder unless all of the Underwriters for all out-of-pocket expenses (including the fees and expenses of their counsel), incurred Firm Shares are purchased by the Underwriters (or by substituted underwriters selected by you with the approval of the Company or selected by the Company with your approval pursuant to Section 9(c)). If a new Underwriter or Underwriters are substituted for a defaulting Underwriter or Underwriters in connection herewith.accordance with Section 9(d), the Company or you shall have the right to postpone the time of purchase for a period, not exceeding five business days in order that any necessary change in the Registration Statement and the Prospectus and other documents may be effected. The term Underwriter as used in this Agreement shall refer to and include any Underwriter substituted under this Section 9 with like effect as if such substituted Underwriter had originally been named in Schedule A.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon execution and delivery of a counterpart hereof by each of the execution of this Agreementparties hereto. (b) The Underwriters Initial Purchasers shall have the right to terminate this Agreement at any time prior to the Closing Date by notice to the Company from the Initial Purchasers, without liability of any party to any other party (other than as provided in Section 10(d) and with respect to Sections 5 and 6) if, on or prior to such date, (i) the Company shall have failed, refused or been unable to perform in any material respect any agreement on its part to be performed under this Agreement, (ii) any other condition of the obligations of the Underwriters to purchase the Additional Shares at Initial Purchasers under this Agreement as provided in Section 7 is not fulfilled when and as required in any time prior to the Additional Closing Datematerial respect, as the case may be, if (Aiii) any domestic or international event or act or occurrence has materially disrupted, or trading in the Underwriters' opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (B) if trading generally on the NYSE or the American New York Stock Exchange shall have been suspendedsuspended or materially limited, or minimum or maximum prices for trading shall have been fixedestablished on such exchange by the Commission, or maximum ranges for prices for securities shall have been required, on the NYSE or the American Stock Exchange by such exchanges exchange or by order of the Commission other regulatory body or any other governmental authority having jurisdiction; or , (Civ) if a general banking moratorium has shall have been declared by a state U.S. federal or federal authority New York authorities, (v) there is an outbreak or escalation of hostilities or other national or international calamity on or after the date of this Agreement, or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; or (D) there shall have occurred any Material Adverse Change with respect to the Company, the Operating Partnership and their respective subsidiaries taken as has been a whole; or (E) (i) if declaration by the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by war, the United States effect of which shall be, in the Initial Purchasers' judgment, to make it inadvisable or impracticable to proceed with the offering or delivery of the Notes on the terms and in the manner contemplated in the Offering Memorandum or (iivi) if there shall have been such a material adverse change in politicalgeneral economic, political or financial conditions or economic conditions the effect (or potential effect if the effect of any such event in (i) or (ii) as financial markets in the UnderwritersUnited States have not yet opened) of international conditions on the financial markets in the United States shall be such as, in the Initial Purchasers' judgment makes judgment, to make it inadvisable or impracticable or inadvisable to proceed with the offering, sale and offering or delivery of the Firm Shares or the Additional Shares, as the case may be, Notes on the terms and in the manner contemplated by in the ProspectusOffering Memorandum. (c) Any notice of termination pursuant to this Section 11 10 shall be given at the address specified in Section 11 below by telephone, telex, telephonic facsimile or telegraph, confirmed in writing by letter. (d) If this Agreement shall be terminated pursuant to any clause of the provisions hereof (otherwise than pursuant to Section 9(b) or 11(b) hereof10(b), or if the sale of the Shares Notes provided for herein in this Agreement is not consummated because any condition to the obligations of the Underwriters Initial Purchasers set forth herein in this Agreement is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein in this Agreement or comply with any provision hereofof this Agreement, the Company will, subject to demand by the UnderwritersInitial Purchasers, reimburse the Underwriters Initial Purchasers for all of their reasonable out-of-pocket expenses (including the reasonable fees and expenses of their the Initial Purchasers' counsel), ) incurred by the Underwriters in connection herewithwith this Agreement.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon execution and delivery of a counterpart hereof by each of the execution of this Agreementparties hereto. (b) The Underwriters Initial Purchasers shall have the right to terminate this Agreement at any time prior to the Closing Date by notice to the Company and HMC from the Initial Purchasers, without liability (other than with respect to Sections 7 and 8) on the Initial Purchasers' part to the Company and HMC if, on or prior to such date, (i) the Company or HMC shall have failed, refused or been unable to perform in any material respect any agreement on its part to be performed hereunder, (ii) any other condition to the obligations of the Underwriters to purchase Initial Purchasers hereunder as provided in Section 9 is not fulfilled when and as required in any material respect, (iii) in the Additional Shares at reasonable judgment of the Initial Purchasers, any time prior to material adverse change shall have occurred since the Additional Closing Daterespective dates as of which information is given in the Offering Memorandum in the actual or reasonably foreseeable prospective properties, business, results of operations, financial condition or affairs of the Company and its subsidiaries, taken as a whole, other than as set forth in the case may beOffering Memorandum, if or (Aiv)(A) any domestic or international event or act or occurrence has materially disrupted, or in the Underwriters' reasonable opinion of the Initial Purchasers will in the immediate future materially disrupt, the market for the Company's securities or for securities in general; or (B) if trading in securities generally on either of the NYSE New York or the American Stock Exchange Exchanges shall have been suspendedsuspended or materially limited, or minimum or maximum prices for trading shall have been fixedestablished, or maximum ranges for prices for securities shall have been required, on the NYSE such exchange, or the American Stock Exchange by such exchanges exchange or by order of the Commission other regulatory body or any other governmental authority having jurisdiction; or (C) if a banking moratorium has shall have been declared by federal or state authorities, or a state moratorium in foreign exchange trading by major international banks or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, persons shall have become effectivebeen declared; or (D) there shall have occurred any Material Adverse Change with respect to the Company, the Operating Partnership and their respective subsidiaries taken as a whole; or (E) (i) if the United States becomes engaged in hostilities or there is an outbreak or escalation of armed hostilities involving the United States on or after the date hereof, or if there is has been a declaration by the United States of a national emergency or war by war, the United States effect of which shall be, in the Initial Purchasers' reasonable judgment, to make it inadvisable or impracticable to proceed with the offering or delivery of the Units on the terms and in the manner contemplated in the Offering Memorandum; or (iiE) if there shall have been such a material adverse change in politicalgeneral economic, political or financial conditions or economic conditions if the effect of any such event in (i) or (ii) as international conditions on the financial markets in the UnderwritersUnited States shall be such as, in the Initial Purchasers' judgment reasonable judgment, makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus. (c) Any notice of termination pursuant to this Section 11 shall be by telephone, telex, or telegraph, confirmed in writing by letter. (d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to Section 9(b) or 11(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by the Underwriters, reimburse the Underwriters for all out-of-pocket expenses (including the fees and expenses of their counsel), incurred by the Underwriters in connection herewith.or

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon execution and delivery of a counterpart hereof by each of the execution of this Agreementparties hereto. (b) The Underwriters Initial Purchaser shall have the right to terminate this Agreement at any time prior to the Closing Date by notice to Cinemark from the Initial Purchaser, without liability (other than with respect to Sections 6 and 7) on the Initial Purchaser's part to Cinemark if, on or prior to such date, (i) Cinemark shall have failed, refused or been unable to perform in any material respect any agreement on its part to be performed hereunder, (ii) any other condition to the obligations of the Underwriters to purchase Initial Purchaser hereunder as provided in Section 8 is not fulfilled when and as required in any material respect, (iii) in the Additional Shares at reasonable judgment of the Initial Purchaser, any time prior to material adverse change shall have occurred since the Additional Closing Daterespective dates as of which information is given in the Offering Memorandum in the condition (financial or otherwise), business, properties, assets, liabilities, prospects, net worth, results of operations or cash flows of Cinemark and its subsidiaries, taken as a whole, other than as set forth in the case may beOffering Memorandum, if or (Aiv)(A) any domestic or international event or act or occurrence has materially disrupted, or in the Underwriters' reasonable opinion of the Initial Purchaser will in the immediate future materially disrupt, the market for the CompanyCinemark's securities or for securities in general; or (B) if trading in securities generally on either of the NYSE New York or the American Stock Exchange Exchanges shall have been suspendedsuspended or materially limited, or minimum or maximum prices for trading shall have been fixedestablished, or maximum ranges for prices for securities shall have been required, on the NYSE such exchange, or the American Stock Exchange by such exchanges exchange or by order of the Commission other regulatory body or any other governmental authority having jurisdiction; or (C) if a banking moratorium has shall have been declared by federal or state authorities, or a state moratorium in foreign exchange trading by major international banks or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, persons shall have become effectivebeen declared; or (D) there shall have occurred any Material Adverse Change with respect to the Company, the Operating Partnership and their respective subsidiaries taken as a whole; or (E) (i) if the United States becomes engaged in hostilities or there is an outbreak or escalation of armed hostilities involving the United States on or after the date hereof, or if there is has been a declaration by the United States of a national emergency or war by war, the United States effect of which shall be, in the Initial Purchaser's judgment, to make it inadvisable or impracticable to proceed with the offering or delivery of the Series C Notes on the terms and in the manner contemplated in the Offering Memorandum; or (iiE) if there shall have been such a material adverse change in politicalgeneral economic, political or financial conditions or economic conditions if the effect of any such event in (i) or (ii) as international conditions on the financial markets in the Underwriters' judgment United States shall be such as, in the Initial Purchaser's judgment, makes it inadvisable or impracticable or inadvisable to proceed with the offering, sale and offering or delivery of the Firm Shares Series C Notes as contemplated thereby; or (F) (1) there shall have occurred a downgrading in the Additional Shares, rating accorded the Series C Notes by any "nationally recognized statistical rating organization" as the case may be, on the terms contemplated that term is defined by the ProspectusCommission for purposes of Rule 436(g)(2) of the rules and regulations of the Commission under the Act or (2) any such organization shall have publicly announced that it has under surveillance or review (other than an announcement with positive implications of a possible upgrading), its rating of the Series C Notes. (c) Any notice of termination pursuant to this Section 11 shall be by telephone, telex, telephonic facsimile, or telegraph, confirmed in writing by letterletter within three days thereof. (d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise other than a termination pursuant to Section 9(b11(b)(iv)) or 11(b) hereof), or if the sale of the Shares Series C Notes provided for herein is not consummated because any condition to the obligations of the Underwriters Initial Purchaser set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company Cinemark to perform any agreement herein or comply with any provision hereof, the Company Cinemark will, subject to demand by the UnderwritersInitial Purchaser, reimburse the Underwriters Initial Purchaser for all reasonable out-of-pocket expenses (including the reasonable fees and expenses of their Initial Purchaser's counsel), incurred by the Underwriters Initial Purchaser in connection herewith.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon (i) if neither Rule 430A nor Rule 434 under the execution Act is used, when you shall have received notification of the effectiveness of the Registration Statement, or (ii) if either Rule 430A or Rule 434 under the Act is used, when the parties hereto have executed and delivered this Agreement. (b) . The obligations of the several Underwriters hereunder shall have the right be subject to terminate this Agreement termination in your absolute discretion if, at any time prior to the Closing Date or the obligations time of the Underwriters to purchase the Additional Shares at any time prior or, with respect to the purchase of any Additional Closing DateShares, the additional time of purchase, as the case may be, if (A) any domestic or international event or act or occurrence has materially disrupted, or trading in the Underwriters' opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (B) if trading generally on the NYSE or the American New York Stock Exchange shall have been suspended, suspended or minimum or maximum prices for trading shall have been fixedestablished on the New York Stock Exchange, or maximum ranges for prices for securities if a general banking moratorium shall have been requireddeclared either by the United States or New York State authorities, on the NYSE or the American Stock Exchange by such exchanges or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, United States shall have become effective; declared war in accordance with its constitutional processes or (D) there shall have occurred any Material Adverse Change with respect to the Company, the Operating Partnership and their respective subsidiaries taken as a whole; material outbreak or (E) (i) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration other national or international calamity or crisis of a national emergency such magnitude in its effect on, or war by the United States or (ii) if there shall have been such any material adverse change in, any financial market which, in politicaleach case, financial or economic conditions if the effect of any such event in (i) or (ii) as in the Underwriters' your judgment makes it impracticable or inadvisable to proceed with market the offering, sale and delivery of the Firm Shares or the Additional International Shares. If you elect to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly by written notice transmitted by facsimile and confirmed by written notice sent by registered mail, return receipt requested. If the sale to the Underwriters of the Shares, as the case may be, on the terms contemplated by this Agreement, is not carried out by the Prospectus. (c) Any notice of termination pursuant to Underwriters for any reason permitted under this Section 11 Agreement or if such sale is not carried out because the Company shall be by telephone, telex, or telegraph, confirmed in writing by letter. (d) If this Agreement shall be terminated pursuant unable to comply with any of the provisions hereof (otherwise than pursuant to Section 9(b) or 11(b) hereof), or if the sale terms of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereofthis Agreement, the Company willshall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 5 and 9), subject to demand by the Underwriters, reimburse and the Underwriters for all out-of-pocket expenses shall be under no obligation or liability to the Company under this Agreement (including except to the fees and expenses of their counsel), incurred by the Underwriters extent provided in connection herewithSection 9) .

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon (i) if Rule 430A under the Act is not used, when you shall have received notification of the effectiveness of the Registration Statement, or (ii) if Rule 430A under the Act is used, when the parties hereto have executed and delivered this Agreement. The obligations of the several Dealers during the Initial Offering Period under the Dealer Agreements shall be subject to termination in the absolute discretion of you, if, since the time of execution of this Agreement. Agreement or the respective dates as of which information is given in the Registration Statement and Prospectus, (by) The Underwriters shall have there has been any material adverse change, financial or otherwise (other than as referred to in the right Registration Statement and Prospectus), in the operations, business or condition of the Trust and its subsidiaries taken as a whole, which would, in your judgment, make it impracticable to terminate this Agreement market the Shares, or (z) if, at any time prior to the Closing Date or the obligations Time of the Underwriters to purchase the Additional Shares at any time prior Purchase or, with respect to the Additional Closing Datepurchase of any Shares, as the case may be, if (A) any domestic or international event or act or occurrence has materially disrupted, or trading in the Underwriters' opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (B) if trading on the NYSE or New York Stock Exchange, the American Stock Exchange or the Nasdaq National Market shall have been suspended, suspended or limitations or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, established on the NYSE or New York Stock Exchange, the American Stock Exchange by such exchanges or by order of the Commission Nasdaq National Market, or any other governmental authority having jurisdiction; or (C) if a banking moratorium has shall have been declared either by a state the United States or federal authority New York State authorities, or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, United States shall have become effective; declared war in accordance with its constitutional processes or (D) there shall have occurred any Material Adverse Change with respect to material outbreak or escalation of hostilities or other national or international calamity or crisis of such magnitude in its effect on the Company, the Operating Partnership and their respective subsidiaries taken as a whole; or (E) (i) if financial markets of the United States becomes engaged as, in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been such change in politicalyour judgment, financial or economic conditions if the effect of any such event in (i) or (ii) as in the Underwriters' judgment makes to make it impracticable or inadvisable to proceed with market the offering, sale and delivery of the Firm Shares or the Additional Shares, . If you elect to terminate this Agreement as the case may be, on the terms contemplated by the Prospectus. (c) Any notice of termination pursuant to provided in this Section 11 7, the Trust and each other Dealer shall be notified promptly by telephone, telex, letter or telegraph, confirmed in writing by letter. (d) telegram. If this Agreement shall be is terminated pursuant to for any of the provisions hereof (otherwise than pursuant to Section 9(b) or 11(b) hereof), reason or if the sale of the Shares provided for herein is not consummated because any condition conditions to the obligations of the Underwriters Dealers set forth herein in Section 6 hereof are not satisfied (or waived by the Dealers) at the Scheduled Closing Time, any funds received by the Trust from the Dealers for the purchase of Shares shall be immediately returned by the Trust to the respective Dealers, and the Trust and/or the Distributor shall instruct NSCC to return to the respective Dealers any funds in its possession or control representing the purchase price of Shares and to cancel any transaction submitted to it by any Dealer for the purchase of Shares during the Initial Offering Period. If the sale of the Shares, as contemplated by this Agreement, is not satisfied carried out for any reason permitted under this Agreement or if such sale is not carried out because of any refusal, inability or failure on the part of the Company Trust shall be unable to perform any agreement herein or comply with any provision hereofof the terms of this Agreement, the Company will, subject Trust shall not be under any obligation or liability under this Agreement (except to demand by the Underwriters, reimburse the Underwriters for all out-of-pocket expenses (including the fees and expenses of their counselextent provided in Sections 4(a)(xiii), incurred by 5 and 8 hereof), and the Underwriters Dealers shall be under no obligation or liability to the Trust under this Agreement (except to the extent provided in connection herewithSection 8 hereof) or under the Dealer Agreements or to one another hereunder.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon the execution later of the time on which the Dealer-Manager shall have received notification of the effectiveness of the Registration Statement and the time which this AgreementAgreement shall have been executed by all of the parties hereto. (b) The Underwriters At any time during the Rights Offering, this Agreement may be terminated by the Dealer-Manager by giving notice as hereinafter provided to the Company if: (i) the Company shall have the right to terminate this Agreement failed, refused or been unable, at any applicable time prior during the Rights Offering, to perform any material agreement on its part to be performed hereunder, (ii) any other material condition of the Closing Date Dealer-Manager’s obligations as set forth in Section 10 or elsewhere hereunder is not fulfilled, (iii) trading in securities generally on the New York Stock Exchange, the Nasdaq Stock Market or the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, if (A) any domestic or international event or act or occurrence has materially disrupted, NYSE Alternext U.S. or in the Underwriters' opinion will OTCQB, or trading in any securities of the Company on any exchange or in the immediate future materially disruptover-the-counter market, the market for the Company's securities or securities in general; or (B) if trading on the NYSE or the American Stock Exchange shall have been suspended, suspended or minimum or maximum prices for trading shall have been fixedestablished on any such exchanges or such market by the Commission, by such exchange or maximum ranges for prices for securities by any other regulatory body or Governmental Authority, (iv) a banking moratorium shall have been required, on the NYSE or the American Stock Exchange by such exchanges or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a Federal or state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; or authorities, (Dv) there shall have occurred any Material Adverse Change with respect to the Company, the Operating Partnership and their respective subsidiaries taken as a whole; outbreak or (E) (i) if the United States becomes engaged in hostilities or there is an escalation of hostilities or acts of terrorism involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been such any other calamity or crisis or any change in political, financial or economic conditions if of the United States, or (vi) there shall have occurred such a material adverse change in general economic, political or financial conditions (or the effect of any such event international conditions on the financial markets in (i) or (iithe United States shall be such) as to make it, in the Underwriters' judgment makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares Dealer-Manager, inadvisable or impracticable to solicit exercises of the Additional Shares, as the case may be, on the terms contemplated by the ProspectusRights or perform any other of its obligations hereunder. (c) Any At any time during the Rights Offering, this Agreement may be terminated by the Company by giving notice as hereinafter provided to the Dealer-Manager if the Company’s Board of termination pursuant to this Section 11 shall be by telephone, telex, or telegraph, confirmed Directors determines in writing by lettergood faith that the Rights Offering is no longer in the best interests of the Company and its stockholders. (d) If Any termination of this Agreement pursuant to this Section 12 shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to Section 9(b) or 11(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure without liability on the part of the Company or the Dealer-Manager, except as otherwise provided in Section 11 hereof. Any notice referred to perform above may be given at the address specified in Section 14 hereof in writing or by facsimile or telephone, and if by telephone, shall be immediately confirmed in writing. (e) If the Company elects to terminate this Agreement for any agreement herein or comply reason even though the Dealer-Manager was prepared to proceed with any provision hereofthe Rights Offering reasonably within the intent of the Engagement Letter, if within six (6) months following such termination, the Company willcompletes any financing of equity, subject to demand equity-linked or debt or other capital raising activity of the Company (other than the exercise by any person or entity of any options, warrants, or other convertible securities or issuances by the Underwriters, reimburse Company in connection with the Underwriters for all out-of-pocket expenses (including restricting of existing debt) with any of the fees and expenses of their counsel), incurred investors introduced to the Company by the Underwriters Dealer-Manager through an in-person meeting or via telephone conference call, then the Company will pay to the Dealer-Manager the compensation set forth in connection herewithSection 6.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective (i) if Rule 430A under the Act is not used, when the Representatives shall have received notification of the effectiveness of the Registration Statement, or (ii) if Rule 430A under the Act is used, when the parties hereto have executed and delivered this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York City time, on the execution fourteenth full business day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company or the Underwriters except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company by notifying the Representatives or by the Representatives notifying the Company. Notwithstanding the foregoing, the provisions of this AgreementSection 11 and of Sections 1, 5, 7 and 8 hereof shall at all times be in full force and effect. (b) The Underwriters Representatives shall have the right to terminate this Agreement and the obligations of the Underwriters hereunder at any time prior to the Closing Date or the obligations of the Underwriters (and, with respect to purchase the Additional Shares at any time prior to Shares, the Additional Closing Date) by notice to the Company from you, as without liability (other than with respect to Sections 7 and 8 hereof) on the case may bepart of any Underwriter to the Company, if if, on or prior to such date, (Ai) the Company shall have failed, refused or been unable to perform in any material respect any agreement on its, his or her part to be performed hereunder, (ii) any domestic other condition to the Underwriters' obligations hereunder set forth in Section 6 is not fulfilled when and as required in any material respect, (iii) trading in securities on the New York or international event or act or occurrence has materially disrupted, American Stock Exchanges or in the Underwriters' opinion will in the immediate future materially disrupt, the over-the-counter market for the Company's securities or securities in general; or (B) if trading on the NYSE or the American Stock Exchange shall have been suspendedsuspended or materially limited, or minimum or maximum prices for trading shall have been fixed, established or maximum price ranges for prices for securities shall have been required, on the NYSE New York or the American Stock Exchange Exchanges or in the over-the-counter market by the Commission, or by such exchanges exchange or by order of the Commission other regulatory body or any other governmental authority having jurisdiction; or , (Civ) if a general banking moratorium has shall have been declared by a federal or state or federal authority or if any new restriction materially and adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; or , (Dv) there shall have occurred any Material Adverse Change with respect to an outbreak or escalation of armed hostilities involving the CompanyUnited States on or after the date hereof, or if there has been a declaration by the United States of a national emergency or war, the Operating Partnership effect of which shall be, in the Representatives' judgment, to make it inadvisable or impracticable to proceed with the sale and their delivery of the Shares on the terms and in the manner contemplated in the Prospectus, (vi) in the Representatives' reasonable opinion any material adverse change shall have occurred since the respective dates as of which information is given in the Registration Statement or the Prospectus in the condition (financial or other) of the Company and its subsidiaries taken as a whole; , whether or not arising in the ordinary course of business other than as set forth in the Prospectus, or (E) (ivii) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been occurred such a material adverse change in politicalgeneral economic, political or financial conditions or economic conditions if the effect of any such event in (i) or (ii) as international conditions on the financial markets in the UnderwritersUnited States shall be such as, in the Representatives' judgment judgment, makes it inadvisable or impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated hereby and by the Prospectus. The right of the Representatives to terminate this Agreement will not be waived or otherwise relinquished by their failure to give notice of termination prior to the time that the event giving rise to the right to terminate shall have ceased to exist, provided that notice is given prior to the Closing Date (and, with respect to the Additional Shares, the Additional Closing Date). (c) Any notice of termination pursuant to this Section 11 shall be by telephone, telex, or telegraph, confirmed in writing by letter. (d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to Section 9(b(i) or 11(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand notification by the Underwriters, reimburse the Underwriters for all out-of-pocket expenses (including the fees and expenses of their counsel), incurred by the Underwriters in connection herewith.Representatives as

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon when the execution of parties hereto have executed and delivered this Agreement. (b) . The obligations of the several Underwriters hereunder shall have the right be subject to terminate this Agreement termination by you at any time prior to the Closing Date or the obligations time of the Underwriters to purchase the Additional Shares at any time purchase, if prior to the Additional Closing Date, as the case may be, if (A) any domestic or international event or act or occurrence has materially disrupted, or in the Underwriters' opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (B) if trading on the NYSE or the American Stock Exchange shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the NYSE or the American Stock Exchange by such exchanges or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; or (D) there shall have occurred any Material Adverse Change with respect to the Company, the Operating Partnership and their respective subsidiaries taken as a whole; or (E) time (i) if the United States becomes engaged Company shall have failed, refused or been unable to perform in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) if there shall have been such change in political, financial or economic conditions if the effect of any such event in (i) or (ii) as in the Underwriters' judgment makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus. (c) Any notice of termination pursuant to this Section 11 shall be by telephone, telex, or telegraph, confirmed in writing by letter. (d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to Section 9(b) or 11(b) hereof), or if the sale of the Shares provided for herein is not consummated because any other condition to the obligations of the Underwriters set forth herein under this Agreement to be fulfilled by the Company pursuant to Section 6 is not satisfied or because of fulfilled when and as required in any refusalmaterial respect, inability or failure (iii) trading in securities generally on the part New York Stock Exchange, the American Stock Exchange or the Nasdaq National Market shall have been suspended or limitations or minimum prices shall have been established on the New York Stock Exchange, the American Stock Exchange or the Nasdaq National Market, (iv) a general banking moratorium shall have been declared either by the United States or New York State authorities, or if there has been a material disruption in securities settlement or clearance services in the United States, or (v) the United States shall have declared war in accordance with its constitutional processes or there shall have occurred any material outbreak or escalation of hostilities or other national or international calamity or crisis of such magnitude in its effect on the financial markets of the United States as, in your judgment, to make it impracticable to market the Debentures. If you elect to terminate this Agreement as provided in this Section 7, the Company and each other Underwriter shall be notified promptly by letter or telegram. If the sale to perform the Underwriters of the Debentures, as contemplated by this Agreement, is not carried out by the Underwriters for any agreement herein reason permitted under this Agreement or if such sale is not carried out because the Company shall be unable to comply with any provision hereofof the terms of this Agreement, the Company willshall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(j), subject to demand by the Underwriters5 and 9 hereof), reimburse and the Underwriters for all out-of-pocket expenses shall be under no obligation or liability to the Company under this Agreement (including except to the fees and expenses of their counsel), incurred by the Underwriters extent provided in connection herewithSection 9 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective at such time after notification of the effectiveness of the Registration Statement as you, the Company and the Selling Shareholders shall agree upon the execution initial public offering price and the purchase price per Share. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 p.m., New York time, on the seventh full business day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company, the Selling Shareholders or the Underwriters, except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company by notifying you and the Selling Shareholders, or by action of the Selling Shareholders by notifying the Company and you or by you by notifying the Company and the Selling Shareholders. Notwithstanding the foregoing, the provisions of this AgreementSECTION 11 and of SECTIONS 1, 5, 7 and 8 hereof shall at all times be in full force and effect. (b) The Underwriters You shall have the right to terminate this Agreement at any time prior to the Closing Date Date, or the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, by giving notice to the Company, if (A) any domestic or international event or act or occurrence has materially disrupted, or in the Underwriters' your opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in generalmarkets; or (B) if trading on the NYSE New York or the American Stock Exchange Exchanges or in the over-the-counter market shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the NYSE New York or the American Stock Exchange Exchanges by such exchanges the New York or American Stock Exchanges or by order of the Commission or any other governmental authority having jurisdiction; or (C) if the United States shall have become involved in a war or major hostilities; or if a banking moratorium has been declared by a state or federal authority authority, or if a moratorium in foreign exchange trading by major international banks or persons has been declared; or if any new restriction materially adversely affecting the distribution of the Firm Shares Shares, or the Additional Shares, as the case may be, shall have become effective; or (D) there if the Company shall have occurred any Material Adverse Change sustained a material or substantial loss, which, whether or not such loss shall have been insured, in your judgment makes it inadvisable to proceed with respect to the Companyoffering, sale, or delivery of the Operating Partnership and their respective subsidiaries taken Firm Shares, or the Additional Shares, as a wholethe case may be, on the terms contemplated by the Prospectus; or (E) (i) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been such change in the market for the Company's securities or securities in general, or in political, financial or economic conditions if as in your judgment makes it inadvisable to proceed with the offering, sale or delivery of the Firm Shares, or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus; or if, (i) either the Company or any of its subsidiaries shall have sustained since the date of the latest audited financial statements included or incorporated by reference in the Prospectus any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Prospectus or (ii) since the respective dates as of which information is given in the Prospectus there shall have been any change in the capital stock or long-term debt of the Company or any of its subsidiaries, otherwise than as set forth or contemplated in the Prospectus, the effect of which, in any such event case described in clause (i) or (ii) above, is in your reasonable judgment so material and adverse as in the Underwriters' judgment makes to make it impracticable or inadvisable to proceed with the offering, sale and or delivery of the Firm Shares Shares, or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus. (c) Any notice of termination pursuant to this Section SECTION 11 shall be by telephone, telex, telegraph, or telegraphtelecopy, confirmed in writing by letter. (d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to Section 9(b(i) notification by you as provided in SECTION 11(A) hereof, or (ii) SECTIONS 9(B) or 11(b11(B) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the several Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company or the Selling Shareholders to perform any agreement herein herein, or comply with any provision hereof, the Company will, agrees subject to demand by the Underwritersyou, to reimburse the Underwriters for all out-of-pocket expenses (including the fees and expenses of their counsel), incurred by the several Underwriters in connection herewith.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon when the execution of parties hereto have executed and delivered this Agreement. (b) . The obligations of the several Underwriters hereunder shall have the right be subject to terminate this Agreement termination by you at any time prior to the Closing Date or First Time of Delivery (or, with respect to the Additional Time of Delivery, the obligations of the Underwriters to purchase and of the Additional Shares at any time Company to sell the Optional Securities), if prior to the Additional Closing Date, as the case may be, if (A) any domestic or international event or act or occurrence has materially disrupted, or in the Underwriters' opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (B) if trading on the NYSE or the American Stock Exchange shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the NYSE or the American Stock Exchange by such exchanges or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; or (D) there shall have occurred any Material Adverse Change with respect to the Company, the Operating Partnership and their respective subsidiaries taken as a whole; or (E) time (i) if the United States becomes engaged Company shall have failed, refused or been unable to perform in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or any material respect any agreement on its part to be performed under this Agreement when and as required, (ii) if there shall have been such change in political, financial or economic conditions if the effect of any such event in (i) or (ii) as in the Underwriters' judgment makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated by the Prospectus. (c) Any notice of termination pursuant to this Section 11 shall be by telephone, telex, or telegraph, confirmed in writing by letter. (d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to Section 9(b) or 11(b) hereof), or if the sale of the Shares provided for herein is not consummated because any other condition to the obligations of the Underwriters set forth herein under this Agreement to be fulfilled by the Company pursuant to Section 7 is not satisfied fulfilled when and as required in any material respect, (iii) trading in securities generally on the Exchange, the American Stock Exchange or because the Nasdaq Global Market shall have been suspended or limitations or minimum prices shall have been established on the Exchange, the American Stock Exchange or the Nasdaq Global Market, (iv) trading of any refusalsecurities issued or guaranteed by the Company shall have been suspended on any exchange or in any over-the-counter market, inability (v) a general banking moratorium shall have been declared either by the United States or failure New York State authorities, or if there has been a material disruption in securities settlement or clearance services in the United States, or (vi) the United States shall have declared war in accordance with the constitutional processes or there shall have occurred any material outbreak or material escalation of hostilities or other national or international calamity or crisis, in each case in this clause (vi) of such magnitude in its effect on the part financial markets of the United States as, in the judgment of the Representative, to make it impracticable to market the Securities. If you elect to terminate this Agreement as provided in this Section 8, the Company shall be notified as provided for herein. If the sale to perform the Underwriters of the Securities, as contemplated by this Agreement, is not carried out by the Underwriters for any agreement herein reason permitted under this Agreement or if such sale is not carried out because the Company shall be unable to comply and does not comply with any provision hereofof the terms of this Agreement, the Company willshall not be under any obligation or liability under this Agreement (except to the extent provided in Sections 4(n), subject to demand by the Underwriters6 and 10 hereof), reimburse and the Underwriters for all out-of-pocket expenses shall be under no obligation or liability to the Company under this Agreement (including except to the fees and expenses of their counsel), incurred by the Underwriters extent provided in connection herewithSection 10 hereof) or to one another hereunder.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective (i) if Rule 430A under the Act is not used, when the Representatives shall have received notification of the effectiveness of the Registration Statement or (ii) if Rule 430A under the Act is used, when the parties hereto have executed and delivered this Agreement. If either the initial public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York City time, on the execution fifth full business day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company or the Underwriters except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company by notifying the Representatives or by the Representatives notifying the Company. Notwithstanding the foregoing, the provisions of this AgreementSection 11 and of Sections 1, 5, 7 and 8 hereof shall at all times be in full force and effect. (b) The Underwriters Representatives shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters (and, with respect to purchase the Additional Shares at any time prior to Shares, the Additional Closing Date) by notice to the Company from the Representatives, as without liability (other than with respect to Sections 7 and 8 hereof) on the case may bepart of any Underwriter to the Company, if if, on or prior to such date, (Ai) the Company shall have failed, refused or been unable to perform in any material respect any agreement on its, his or her part to be performed hereunder, (ii) any domestic other condition to the Underwriters' obligations hereunder set forth in Section 6 is not fulfilled when and as required in any material respect, (iii) trading in securities on the New York or international event or act or occurrence has materially disrupted, American Stock Exchanges or in the Underwriters' opinion will in the immediate future materially disrupt, the over-the-counter market for the Company's securities or securities in general; or (B) if trading on the NYSE or the American Stock Exchange shall have been suspendedsuspended or materially limited, or minimum or maximum prices for trading shall have been fixed, established or maximum price ranges for prices for securities shall have been required, on the NYSE New York or the American Stock Exchange Exchanges or in the over-the-counter market by the Commission, or by such exchanges exchange or by order of the Commission other regulatory body or any other governmental authority having jurisdiction; or , (Civ) if a general banking moratorium has shall have been declared by a federal or state or federal authority or if any new restriction materially and adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; or (Dv) there shall have occurred any Material Adverse Change with respect to an outbreak or escalation of armed hostilities involving the CompanyUnited States on or after the date hereof, or if there has been a declaration by the United States of a national emergency or war, the Operating Partnership effect of which shall be, in the Representatives' judgment, to make it inadvisable or impracticable to proceed with the sale and their delivery of the Shares on the terms and in the manner contemplated in the Prospectus, (vi) there shall have occurred such a material adverse change since the respective dates as of which information is given in the Registration Statement or the Prospectus in the condition (financial or other) of the Company and its subsidiaries taken as a whole; , whether or (E) (i) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been such change in political, financial or economic conditions if the effect of any such event in (i) or (ii) as not arising in the Underwriters' ordinary course of business other than as set forth in the Prospectus, such as, in the judgment of Bear, Steaxxx & Xo. Inc., makes it inadvisable or impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated hereby and by the Prospectus, or (vii) there shall have occurred such a material adverse change in general economic, political or financial conditions or if the effect of international conditions on the financial markets in the United States shall be such as, in the judgment of Bear, Steaxxx & Xo. Inc., makes it inadvisable or impracticable to proceed with the sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms contemplated hereby and by the Prospectus. The right of the Representatives to terminate this Agreement will not be waived or otherwise relinquished by their failure to give notice of termination prior to the time that the event giving rise to the right to terminate shall have ceased to exist, provided that notice is given prior to the Closing Date (and, with respect to the Additional Shares, the Additional Closing Date). (c) Any notice of termination pursuant to this Section 11 shall be by telephone, telex, or telegraph, confirmed in writing by letter. (d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to (i) notification by the Representatives as provided in Section 11(a) hereof or (ii) Section 9(b) or 11(b) hereofhereof (except clauses (i) and (ii) thereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by the UnderwritersRepresentatives, reimburse the Underwriters for all out-of-pocket expenses (including the fees and expenses of their counsel), incurred by the Underwriters in connection herewith.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon the execution later of the time on which the Dealer-Managers shall have received notification of the effectiveness of the Registration Statement and the time which this AgreementAgreement shall have been executed by all of the parties hereto. (b) The Underwriters At any time during the Rights Offering, this Agreement may be terminated by the Dealer-Managers by giving notice as hereinafter provided to the Company if: (i) the Company shall have the right to terminate this Agreement failed, refused or been unable, at any applicable time prior during the Rights Offering, to perform any material agreement on its part to be performed hereunder, (ii) any other material condition of the Closing Date Dealer-Managers’ obligations as set forth in Section 10 or elsewhere hereunder is not fulfilled, (iii) trading in securities generally on the New York Stock Exchange, the Nasdaq Stock Market or the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, if (A) any domestic or international event or act or occurrence has materially disrupted, NYSE Alternext U.S. or in the Underwriters' opinion will OTCBB, or trading in any securities of the Company on any exchange or in the immediate future materially disruptover-the-counter market, the market for the Company's securities or securities in general; or (B) if trading on the NYSE or the American Stock Exchange shall have been suspended, suspended or minimum or maximum prices for trading shall have been fixedestablished on any such exchanges or such market by the Commission, by such exchange or maximum ranges for prices for securities by any other regulatory body or Governmental Authority, (iv) a banking moratorium shall have been required, on the NYSE or the American Stock Exchange by such exchanges or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a Federal or state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional Shares, as the case may be, shall have become effective; or authorities, (Dv) there shall have occurred any Material Adverse Change with respect to the Company, the Operating Partnership and their respective subsidiaries taken as a whole; outbreak or (E) (i) if the United States becomes engaged in hostilities or there is an escalation of hostilities or acts of terrorism involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been such any other calamity or crisis or any change in political, financial or economic conditions if of the United States, or (vi) there shall have occurred such a material adverse change in general economic, political or financial conditions (or the effect of any such event international conditions on the financial markets in (i) or (iithe United States shall be such) as to make it, in the Underwriters' judgment makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares Dealer-Managers, inadvisable or impracticable to solicit exercises of the Additional Shares, as the case may be, on the terms contemplated by the ProspectusRights or perform any other of its obligations hereunder. (c) Any notice termination of termination this Agreement pursuant to this Section 11 12 shall be by telephone, telex, or telegraph, confirmed in writing by letter. (d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to Section 9(b) or 11(b) hereof), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure without liability on the part of the Company or the Dealer-Managers, except as otherwise provided in Section 11 hereof. Any notice referred to perform any agreement herein above may be given at the address specified in Section 14 hereof in writing or comply with any provision hereofby facsimile or telephone, the Company willand if by telephone, subject to demand by the Underwriters, reimburse the Underwriters for all out-of-pocket expenses (including the fees and expenses of their counsel), incurred by the Underwriters shall be immediately confirmed in connection herewithwriting.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon when the execution Representatives, the Company and the Selling Stockholders shall have received notification of the effectiveness of the Registration Statement. Until this Agreement becomes effective as aforesaid, this Agreement may be terminated by the Company by notifying the Representatives and the Selling Stockholders, or by the Firm Share Sellers (acting unanimously) by notice to the Representatives and the Company or by the Representatives by notifying the Company and the Selling Stockholders without any liability of any party to any party hereunder. Notwithstanding the foregoing, the provisions of this AgreementSection 12 and of Sections 5, 8, 9 and 10 hereof shall at all times be in full force and effect. (b) The This Agreement and the obligations of the Underwriters shall have hereunder may be terminated by the right Representatives by written notice to terminate this Agreement the Company and the Selling Stockholders at any time at or prior to the Closing Date (and, with respect to the Option Shares, the Additional Closing Date), without liability (other than with respect to Sections 8 and 9) on the part of any Underwriter to the Company or the Selling Stockholders if, on or prior to such date, (i) the Company or any of the Selling Stockholders shall have failed, refused or been unable to perform in any material respect any agreement on the part of the Company or such Selling Stockholders to be performed hereunder, (ii) any other condition to the obligations of the Underwriters to purchase the Additional Shares at set forth in Section 7 hereof is not fulfilled when and as required in any time prior to the Additional Closing Datematerial respect, as the case may be, if (Aiii) any domestic or international event or act or occurrence has materially disrupted, or trading in the Underwriters' opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (B) if trading generally on the NYSE or New York Stock Exchange, the American Stock Exchange or the NASDAQ Stock Market or in the over-the-counter market shall have been suspendedsuspended or materially limited, or minimum or maximum prices for trading shall have been fixedestablished on either such exchange or in either such market by the Commission, or maximum ranges for prices for securities shall have been required, on the NYSE or the American Stock Exchange by such exchanges exchange or by order of the Commission other regulatory body or any other governmental authority having jurisdiction; or , (Civ) if a general banking moratorium has shall have been declared by a state Federal or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares or the Additional SharesNew York State authorities, as the case may be, shall have become effective; or (Dv) there shall have occurred any Material Adverse Change with respect to outbreak or escalation of armed hostilities involving the CompanyUnited States on or after the date hereof, or there shall have been a declaration by the United States of a national emergency or war, the Operating Partnership effect of which shall be, in the Representatives' judgment, to make it inadvisable or impracticable to proceed with the sale and their delivery of the Shares on the terms and in the manner contemplated in the Prospectus, (vi) in the Representatives' reasonable opinion any material adverse change shall have occurred since the respective dates as of which information is given in the Registration Statement or the Prospectus in the condition (financial or other) of the Company and its subsidiaries taken as a whole; , whether or not arising in the ordinary course of business other than as set forth in the Prospectus or contemplated thereby, or (E) (ivii) if there shall have occurred such a material adverse change in the financial markets in the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been such change in politicalas, financial or economic conditions if the effect of any such event in (i) or (ii) as in the UnderwritersRepresentatives' judgment judgment, makes it inadvisable or impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms and in the manner contemplated by in the Prospectus. The right of the Representatives to terminate this Agreement will not be waived or otherwise relinquished by their failure to give notice of termination prior to the time that the event giving rise to the right to terminate shall have ceased to exist, provided that notice is given prior to the Closing Date (and, with respect to the Option Shares, the Additional Closing Date). (c) Any notice of termination pursuant to this Section 11 12 shall be by telephone, telex, telephonic facsimile, or telegraph, confirmed in writing by letter. (d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to Section 9(bnotification by the Representatives as provided in subsection (a) or 11(b(b) hereofof this Section 12), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company or any Selling Stockholder to perform any agreement herein or to comply with any provision hereof, the Company willagrees, subject to demand by the UnderwritersRepresentatives, to reimburse the Underwriters Representatives for all reasonable out-of-pocket expenses (including the reasonable fees and expenses of their counselUnderwriters' Counsel), incurred by the Underwriters in connection herewith.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective effective, upon the later of when (i) you and the Company shall have received notification of the effectiveness of the Registration Statement or (ii) the execution of this Agreement. If either the public offering price or the purchase price per Share has not been agreed upon prior to 5:00 P.M., New York City time, on the fifth full business day after the Registration Statement shall have become effective, this Agreement shall thereupon terminate without liability to the Company, the Selling Stockholders or the Underwriters except as herein expressly provided. Until this Agreement becomes effective as aforesaid, it may be terminated by the Company by notifying you or by you notifying the Company. Notwithstanding the foregoing, the provisions of this Section 12 and of Sections 1, 6, 8 and 9 hereof shall at all times be in full force and effect. (b) The Underwriters You shall have the right to terminate this Agreement at any time prior to the Closing Date or the obligations of the Underwriters to purchase the Additional Shares at any time prior to the Additional Closing Date, as the case may be, if (A) any domestic or international event or act or occurrence has materially disrupted, or in the Underwriters' your opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (B) if trading on the NYSE New York Stock Exchange or on the American Stock Exchange shall have been suspended, or minimum or maximum prices for trading shall have been fixed, or maximum ranges for prices for securities shall have been required, on the NYSE New York Stock Exchange or on the American Stock Exchange by such exchanges the New York Stock Exchange or by the American Stock Exchange or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared by a any state or federal authority or if any new restriction materially adversely affecting the distribution of the Firm Shares material disruption in commercial banking or the Additional Shares, as the case may be, securities settlement or clearance services shall have become effectiveoccurred; or (D) any downgrading shall have occurred in the Company's corporate credit rating or the rating accorded the Company's debt securities by any "nationally recognized statistical rating organization" as that term is defined by the Commission for purposes of Rule 436(g)(2) under the Securities Act or if any such organization shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company's debt securities; or (E) (i) if there shall have occurred any Material Adverse Change with respect to the Company, the Operating Partnership and their respective subsidiaries taken as a whole; outbreak or (E) (i) if the United States becomes engaged in hostilities or there is an escalation of hostilities or acts of terrorism involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been such any other calamity or crisis or any change in political, financial or economic conditions if the effect of any such event in (i) or (ii) as in the Underwriters' your judgment makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares or the Additional Shares, as the case may be, on the terms and in the manner contemplated by the Prospectus. (c) Any notice of termination pursuant to this Section 11 12 shall be by telephone, telex, or telegraph, confirmed in writing by letterwriting. (d) If this Agreement shall be terminated pursuant to any of the provisions hereof (otherwise than pursuant to (i) notification by you as provided in Section 9(b12(a) hereof or 11(b(ii) hereofSection 10(b)), or if the sale of the Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth herein is not satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by the Underwritersyou, reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees and expenses of their counsel), incurred by the Underwriters in connection herewith. If this Agreement shall be terminated pursuant to Section 12(b) hereof, then no party shall have any liability hereunder except for the Company's obligation, pursuant to Section 6 hereof, to pay all out-of-pocket expenses of the Underwriters incurred in connection with this Agreement.

Effective Date of Agreement; Termination. (a) This Agreement shall become effective upon (i) if Rule 430A under the execution Act is not used, when you shall have received notification of the effectiveness of the Registration Statement, or (ii) if Rule 430A under the Act is used, when the parties hereto have executed and delivered this Agreement. . The obligations of the several Underwriters hereunder shall be subject to termination in the absolute discretion of you or any group of Underwriters (bwhich may include you) The Underwriters shall have which has agreed to purchase in the right to terminate this Agreement aggregate at least 50% of the Firm Shares, if, at any time prior to the Closing Date or the obligations time of the Underwriters to purchase the Additional Shares at any time prior or, with respect to the purchase of any Additional Closing DateShares, the additional time of purchase, as the case may be, if (A) any domestic or international event or act or occurrence has materially disrupted, or trading in the Underwriters' opinion will in the immediate future materially disrupt, the market for the Company's securities or securities in general; or (B) if trading on the NYSE New York Stock Exchange or the American Stock Exchange shall have been suspended, suspended or minimum or maximum prices for trading shall have been fixedestablished on the New York Stock Exchange or American Stock Exchange, or maximum ranges for prices for securities shall have been required, on the NYSE or the American Stock Exchange by such exchanges or by order of the Commission or any other governmental authority having jurisdiction; or (C) if a banking moratorium has been declared shall have If you or any group of Underwriters elects to terminate this agreement as provided in this Section 9, the Company, the Representatives of the Selling Stockholders and each other Underwriter shall be notified promptly by a state letter or federal authority telegram. If the sale to the Underwriters of the Shares, as contemplated by this Agreement, is not carried out by the Underwriters for any reason permitted under this Agreement or if any new restriction materially adversely affecting such sale is not carried out because the distribution of the Firm Shares Company or the Additional SharesSelling Stockholders, as the case may be, shall have become effective; or (D) there shall have occurred be unable to comply with any Material Adverse Change with respect to of the Companyterms of this Agreement, the Operating Partnership and their respective subsidiaries taken as a whole; or (E) (i) if the United States becomes engaged in hostilities or there is an escalation of hostilities involving the United States or there is a declaration of a national emergency or war by the United States or (ii) if there shall have been such change in political, financial or economic conditions if the effect of any such event in (i) or (ii) as in the Underwriters' judgment makes it impracticable or inadvisable to proceed with the offering, sale and delivery of the Firm Shares Company or the Additional SharesSelling Stockholders, as the case may be, on the terms contemplated by the Prospectus. (c) Any notice of termination pursuant to this Section 11 shall not be by telephone, telex, under any obligation or telegraph, confirmed in writing by letter. (d) If liability under this Agreement shall be terminated pursuant (except to any of the provisions hereof (otherwise than pursuant to Section 9(b) or 11(b) extent provided in Sections 6(a), 7 and 11 hereof), and the Underwriters shall be under no obligation or if the sale of the Shares provided for herein is not consummated because any condition liability to the obligations of Company and the Underwriters set forth herein is not satisfied Selling Stockholders under this Agreement (except to the extent provided in Section 11 hereof) or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof, the Company will, subject to demand by the Underwriters, reimburse the Underwriters for all out-of-pocket expenses (including the fees and expenses of their counsel), incurred by the Underwriters in connection herewithone another hereunder.