Common use of Further Agreements of the Transaction Entities Clause in Contracts

Further Agreements of the Transaction Entities. Each of the Transaction Entities jointly and severally agrees: (a) To prepare the Prospectus in a form approved by the Underwriter and to file such Prospectus pursuant to Rule 424(b) under the Securities Act not later than the Commission's close of business on the second business day following the execution and delivery of this Agreement or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Securities Act; to make no further amendment or any supplement to the Registration Statement or to the Prospectus except as permitted herein; to advise the Underwriter, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed and to furnish the Underwriter with copies thereof; to advise the Underwriter, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus, of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal; (b) To furnish promptly to the Underwriter and to counsel for the Underwriter such number of conformed copies as the Underwriter shall reasonably request of the Registration Statement as originally filed with the Commission, and each amendment thereto filed with the Commission, including all consents and exhibits filed therewith or incorporated by reference therein and all documents incorporated by reference therein; such copies will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T; (c) To deliver promptly to the Underwriter such number of the following documents as the Underwriter shall reasonably request: each Preliminary Prospectus, the Prospectus and any amended or supplemented Prospectus; and, if the delivery of a prospectus is required at any time after the Effective Time in connection with the offering or sale of the Shares or any other securities relating thereto and if at such time any events shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary to amend or supplement the Prospectus in order to comply with the Securities Act or the Exchange Act, to notify the Underwriter and, upon its request, to file such document and to prepare and furnish without charge to the Underwriter and to any dealer in securities as many copies as the Underwriter may from time to time reasonably request of an amended or supplemented Prospectus which will correct such statement or omission or effect such compliance. The aforementioned documents furnished to the Underwriter will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T; (d) To file promptly with the Commission any amendment to the Registration Statement or the Prospectus or any supplement to the Prospectus that may, in the judgment of the Company or the Underwriter, be required by the Securities Act or requested by the Commission; (e) Prior to filing with the Commission any amendment to the Registration Statement or supplement to the Prospectus or any Prospectus pursuant to Rule 424 of the Rules and Regulations, to furnish a copy thereof to the Underwriter and counsel for the Underwriter and obtain the consent of the Underwriter to the filing; (f) The Company will make generally available to its security holders and will deliver to the Underwriter as soon as practicable (it being understood that the Company shall have until at least 45 days after the end of the Company's current fiscal quarter) an earnings statement (in form complying with the provisions of Section 11(a) of the Securities Act and Rule 158 of the Rules and Regulations), which need not be certified by independent certified public accountants unless required by the Securities Act or the Rules and Regulations, covering a twelve-month period commencing after the "effective date" (as defined in said Rule 158) of the Registration Statement; (g) For a period of five years following the Effective Date, to furnish to the Underwriter copies of all materials furnished by the Company to its shareholders and all public reports and all reports and financial statements furnished by the Company to the principal national securities exchange upon which the Common Shares may be listed pursuant to requirements of or agreements with such exchange or to the Commission pursuant to the Exchange Act or any rule or regulation of the Commission thereunder; (h) Promptly from time to time to take such action as the Underwriter may reasonably request to qualify the Shares for offering and sale under the securities, real estate syndication or Blue Sky laws of such jurisdictions as the Underwriter may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Shares; (i) To maintain the listing of the Common Shares on the New York Stock Exchange, Inc.; (j) To apply the net proceeds from the sale of the Shares being sold by the Company in accordance with the description set forth in the Prospectus under the caption "Use of Proceeds"; (k) To take such steps as shall be necessary to ensure that none of the Transaction Entities shall become an "investment company" within the meaning of such term under the Investment Company Act of 1940 and the rules and regulations of the Commission thereunder; (l) Except as stated in this Agreement and in the Preliminary Prospectus and Prospectus, no Transaction Entity has taken, nor will take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Common Shares to facilitate the sale or resale of the Shares; (m) The Company will use its best efforts to continue to meet the requirements to qualify as a "real estate investment trust" under the Code; and (n) If this Agreement shall be terminated by the Underwriter because of any failure or refusal on the part of the Transaction Entities to comply with the terms or fulfill any of the conditions of this Agreement, the Transaction Entities jointly and severally agree to reimburse the Underwriter for all reasonable out-of-pocket expenses (including fees and expenses of counsel for the Underwriter) incurred by the Underwriter in connection herewith.

Further Agreements of the Transaction Entities. Each of the Transaction Entities jointly and severally agreesagrees with each of the Underwriters: (a) To prepare the Prospectus in a form approved by the Underwriter Underwriters and to file such Prospectus pursuant to Rule 424(b) under the Securities Act not later than the Commission's close of business on the second business day following the execution and delivery of this Agreement Agreement, or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Securities Act; to make no further amendment or any supplement to the Registration Statement or Prospectus prior to the Prospectus Time of Delivery (except as permitted hereinin accordance with Section 5(e) hereof) which shall be disapproved by the Underwriters promptly after reasonable notice thereof; to advise the UnderwriterUnderwriters, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed and to furnish the Underwriter Underwriters with copies thereof; to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities; to advise the UnderwriterUnderwriters, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectusprospectus, of the suspension of the qualification of the Shares Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus prospectus or suspending any such qualification, to promptly use promptly its best efforts to obtain its withdrawalthe withdrawal of such order; (b) To furnish promptly to the Underwriter Underwriters and to counsel for the Underwriter Underwriters such number of conformed copies as the Underwriter Underwriters shall reasonably request of the Registration Statement as originally filed with the Commission, and each amendment thereto filed with the Commission, including all consents and exhibits filed therewith or incorporated by reference therein and all documents incorporated by reference therein; such copies will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T; (c) To deliver promptly Prior to 5:00 P.M., New York City time, on the Underwriter New York Business Day (as defined below) next succeeding the date of this Agreement and from time to time, to furnish the Underwriters with such number of written and electronic copies of the following documents as the Underwriter Underwriters shall reasonably request: (i) conformed copies of the Registration Statement as originally filed with the Commission and each amendment thereto (in each case excluding exhibits other than this Agreement) and (ii) each Preliminary Prospectus, the Prospectus and any amended or supplemented Prospectus; and, if the delivery of a prospectus is required at any time after the applicable Effective Time in connection with the offering or sale of the Shares or any other securities relating thereto Securities and if at such time any events event shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary to amend or supplement the Prospectus or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the Securities Act, the Exchange Act or the Exchange Trust Indenture Act, to notify the Underwriter Underwriters and, upon its their request, to file such document and to prepare and furnish without charge to the each Underwriter and to any dealer in securities as many written and electronic copies as the Underwriter Underwriters may from time to time reasonably request of an amended or supplemented Prospectus which will correct such statement or omission or effect such compliance. The aforementioned documents furnished to the Underwriter Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXXEDGAR, except to the extent permitted by Regulation S-T; (d) To file promptly with the Commission any amendment to the Registration Statement or the Prospectus or any supplement to the Prospectus that mayT. As used in this Axxxxxent, in the judgment of the Company or the Underwriter, be required by the Securities Act or requested by the Commission; (e) Prior to filing with the Commission any amendment to the Registration Statement or supplement to the Prospectus or any Prospectus pursuant to Rule 424 of the Rules and Regulations, to furnish a copy thereof to the Underwriter and counsel for the Underwriter and obtain the consent of the Underwriter to the filing; (f) The Company will make generally available to its security holders and will deliver to the Underwriter as soon as practicable (it being understood that the Company shall have until at least 45 days after the end of the Company's current fiscal quarter) an earnings statement (in form complying with the provisions of Section 11(a) of the Securities Act and Rule 158 of the Rules and Regulations), which need not be certified by independent certified public accountants unless required by the Securities Act or the Rules and Regulations, covering a twelve-month period commencing after the "effective date" (as defined in said Rule 158) of the Registration Statement; (g) For a period of five years following the Effective Date, to furnish to the Underwriter copies of all materials furnished by the Company to its shareholders and all public reports and all reports and financial statements furnished by the Company to the principal national securities exchange upon which the Common Shares may be listed pursuant to requirements of or agreements with such exchange or to the Commission pursuant to the Exchange Act or any rule or regulation of the Commission thereunder; (h) Promptly from time to time to take such action as the Underwriter may reasonably request to qualify the Shares for offering and sale under the securities, real estate syndication or Blue Sky laws of such jurisdictions as the Underwriter may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Shares; (i) To maintain the listing of the Common Shares on the New York Stock ExchangeBusiness Day" shall mean each Monday, Inc.Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close; (j) To apply the net proceeds from the sale of the Shares being sold by the Company in accordance with the description set forth in the Prospectus under the caption "Use of Proceeds"; (k) To take such steps as shall be necessary to ensure that none of the Transaction Entities shall become an "investment company" within the meaning of such term under the Investment Company Act of 1940 and the rules and regulations of the Commission thereunder; (l) Except as stated in this Agreement and in the Preliminary Prospectus and Prospectus, no Transaction Entity has taken, nor will take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Common Shares to facilitate the sale or resale of the Shares; (m) The Company will use its best efforts to continue to meet the requirements to qualify as a "real estate investment trust" under the Code; and (n) If this Agreement shall be terminated by the Underwriter because of any failure or refusal on the part of the Transaction Entities to comply with the terms or fulfill any of the conditions of this Agreement, the Transaction Entities jointly and severally agree to reimburse the Underwriter for all reasonable out-of-pocket expenses (including fees and expenses of counsel for the Underwriter) incurred by the Underwriter in connection herewith.

Further Agreements of the Transaction Entities. Each of the Transaction Entities jointly and severally agrees: (a) To The Company will (i) prepare a Prospectus Supplement setting forth the number of Shares covered thereby and their terms not otherwise specified in the Prospectus pursuant to which the Shares are being issued, the name of the Underwriters and the number of Shares which the Underwriters have agreed to purchase, the price at which the Shares are to be purchased by the Underwriters from the Company and such other information as the Underwriters and the Company deem appropriate in connection with the offering of the Shares, and file the Prospectus in a form approved by the Underwriter and to file such Prospectus Underwriters pursuant to Rule 424(b) under the Securities Act not no later than the Commission's close of business on the second business day following the execution and delivery date of this Agreement orthe determination of the offering price of the Shares; (ii) prior to the termination of the offering of the Shares, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Securities Act; to make no further not file any amendment or any supplement to the Registration Statement or supplement to the Prospectus except as permitted hereinProspectus, or any document under the Exchange Act if the document would be deemed to be incorporated by reference into the Registration Statement or the Prospectus, of which the Underwriters shall not previously have been advised and furnished with a copy or to which the Underwriters shall have reasonably objected in writing or which is not in compliance with the Rules and Regulations; and (iii) prior to advise the UnderwriterClosing Date, promptly notify the Underwriters after it receives shall have received notice thereof, thereof of the time when any amendment to the Registration Statement has been filed or becomes effective or when any supplement to the Prospectus or any amended Prospectus has been filed and to furnish the Underwriter with copies thereof; to advise the Underwriter, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus, of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification, to use promptly its best efforts to obtain its withdrawalfiled; (b) To furnish promptly to the Underwriter Underwriters and to counsel for the Underwriter such number of conformed Underwriters five copies as the Underwriter shall reasonably request of the Registration Statement as originally filed with the Commission, and each amendment thereto filed with the Commission, including all consents and exhibits filed therewith or incorporated by reference therein therewith, and all documents incorporated by reference therein; such copies will be identical also furnish to the electronically transmitted Underwriters and their counsel such number of conformed copies thereof of the Registration Statement as originally filed with and of each amendment thereto, as the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-TUnderwriters may reasonably request; (c) To deliver promptly to the Underwriter Underwriters such number of the following documents as the Underwriter Underwriters shall reasonably request: (i) conformed copies of the Registration Statement as originally filed with the Commission and each Preliminary Prospectus, amendment thereto (in each case excluding exhibits other than this Agreement and the computation of per share earnings) and (ii) the Prospectus and any amended or supplemented Prospectus; and, if the delivery of a prospectus is required by applicable laws or regulations of any governmental authority at any time after the Effective Time and prior to the 270th day after the Effective Date in connection with the offering or sale of the Shares or any other securities relating thereto and if at such time any events shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary to amend or supplement the Prospectus in order to comply with the Securities Act or the Exchange Act, to notify the Underwriter Underwriters and, upon its their request, to file such document and to prepare and furnish without charge to the Underwriter Underwriters and to any dealer in securities as many copies as the Underwriter Underwriters may from time to time reasonably request of an amended or supplemented Prospectus which will correct such statement or omission or effect such compliance. The aforementioned documents furnished to the Underwriter will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T; (d) To file promptly with the Commission any amendment to the Registration Statement or the Prospectus or any supplement to the Prospectus that may, in the judgment of the Company or the UnderwriterUnderwriters, be required by the Securities Act or requested by the Commission; (e) Prior to filing with the Commission any amendment to the Registration Statement or supplement to the Prospectus or any Prospectus pursuant to Rule 424 of the Rules and Regulations, to furnish a copy thereof to the Underwriter Underwriters and counsel for the Underwriter Underwriters and obtain the consent of the Underwriter Underwriters, to the filing, except where obtaining such consent is impracticable after using reasonable efforts to obtain the consent; (f) The Company will make generally available to its security holders and will deliver to the Underwriter as soon as practicable (it being understood that the Company shall have until at least 45 but no later than 60 days after the end close of the Company's current fiscal quarter) period covered thereby an earnings statement (in form complying with the provisions of Section 11(a) of the Securities Act and Rule 158 of the Rules and Regulations), which need not be certified by independent certified public accountants accountants, unless required by the Securities Act or the Rules and Regulations, covering a twelve-month period commencing after the "effective date" (as defined in said Rule 158) of the Registration Statement; (g) During the period when a prospectus relating to any of the Shares is required to be delivered under the Securities Act by any Underwriter or dealer, the Company will file promptly all documents required to be filed with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act. The Company will furnish to the Underwriters, from time to time during the period when the Prospectus is required to be delivered under the Securities Act or the Exchange Act such number of copies of the Prospectus (as amended or supplemented) as the Underwriters may reasonably request for the purposes contemplated by the Securities Act or the Exchange Act or the respective applicable rules and regulations of the Commission thereunder; (h) For a period of five three years following the Effective Closing Date, to furnish to the Underwriter Underwriters copies of all materials furnished by the Company to its shareholders and all public reports and all reports and financial statements furnished by the Company to the principal national securities exchange upon which the Common Shares may be listed pursuant to requirements of or agreements with such exchange or to the Commission pursuant to the Exchange Act or any rule or regulation of the Commission thereunder; (h) Promptly from time to time to take such action as the Underwriter may reasonably request to qualify the Shares for offering and sale under the securities, real estate syndication or Blue Sky laws of such jurisdictions as the Underwriter may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Shares; (i) To maintain Prior to the Closing Date, to apply for the listing of the Common Shares on the New York Stock Exchange, Inc.Exchange (the "NYSE") and to use its best efforts to complete that listing within thirty (30) days following the Closing Date; (j) None of the Preferred Units will be issued in violation of any preemptive right. The Preferred Units will be offered, sold and issued by the Partnership in compliance with all applicable laws (including, without limitation, federal and state securities laws). (k) To apply take such reasonable steps to ensure that the net proceeds from the sale of the Shares being sold by the Company are applied in accordance a manner that is consistent in all material respects with the description set forth in the Prospectus under the caption "Use of Proceeds"" and as required pursuant to the Operating Partnership Agreement; (kl) To take such steps as shall be necessary to ensure that none neither of the Transaction Entities shall become an "investment company", or an entity "controlled" by an "investment company," within the meaning of such term terms under the Investment Company Act of 1940 and the rules and regulations of the Commission thereunder; (lm) Except as stated in this Agreement and in the Preliminary Prospectus and Prospectus, no neither Transaction Entity has taken, nor will take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Common Shares to facilitate the sale or resale of the Shares; (mn) To amend the Operating Partnership Agreement to create the Preferred Units prior to the Closing Date; (o) To file with the SDAT and cause to become effective, prior to the Closing Date, the Articles Supplementary in the form last delivered to the Underwriters prior to the execution of this Agreement, with such changes therein as the Underwriters approve, such approval not to be unreasonably withheld; (p) The Company will take such steps as shall be necessary, in its reasonable business judgment, to maintain the listing of the Shares on the NYSE for at least 3 years following the Closing Date; (q) The Company will use its best efforts to continue to meet the requirements to qualify as a "real estate investment trust" under Sections 856-860 of the Code; and (nr) If this Agreement shall be terminated by the Underwriter Underwriters because of any failure or refusal on the part of the Transaction Entities to comply with the terms or fulfill any of the conditions of this Agreement, the Transaction Entities jointly and severally agree to reimburse the Underwriter Underwriters for all reasonable out-of-pocket expenses (including fees and expenses of counsel for the UnderwriterUnderwriters) incurred by the Underwriter Underwriters in connection herewith.

Further Agreements of the Transaction Entities. Each of the Transaction Entities jointly and severally agrees: (a) To prepare the Prospectus in a form approved by the Underwriter Underwriters and to file such Prospectus pursuant to Rule 424(b) under the Securities Act not later than the Commission's close of business on the second business day following the execution and delivery of this Agreement or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Securities Act; to make no further amendment or any supplement to the Registration Statement or to the Prospectus except as permitted hereinin accordance with Section 5(e) hereof and except for the Form 8-K; to advise the UnderwriterUnderwriters, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed and to furnish the Underwriter Underwriters with copies thereof; to advise the UnderwriterUnderwriters, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus, of the suspension of the qualification of the Shares Notes for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal; (b) To furnish promptly to the Underwriter Underwriters and to counsel for the Underwriter Underwriters such number of conformed copies as the Underwriter Underwriters shall reasonably request of the Registration Statement as originally filed with the Commission, and each amendment thereto filed with the Commission, including all consents and exhibits filed therewith or incorporated by reference therein and all documents incorporated by reference therein; such copies will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T; (c) To deliver promptly to the Underwriter Underwriters such number of the following documents as the Underwriter Underwriters shall reasonably request: (i) conformed copies of the Registration Statement as originally filed with the Commission and each amendment thereto (in each case excluding exhibits other than this Agreement) and (ii) each Preliminary Prospectus, the Prospectus and any amended or supplemented Prospectus; and, if the delivery of a prospectus is required at any time after the applicable Effective Time in connection with the offering or sale of the Shares Notes or any other securities relating thereto and if at such time any events shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary to amend or supplement the Prospectus in order to comply with the Securities Act or the Exchange Act, to notify the Underwriter Underwriters and, upon its their request, to file such document and to prepare and furnish without charge to the each Underwriter and to any dealer in securities as many copies as the Underwriter Underwriters may from time to time reasonably request of an amended or supplemented Prospectus which will correct such statement or omission or effect such compliance. The aforementioned documents furnished to the Underwriter Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXXEDGAX, except xxcept to the extent permitted by Regulation S-T;T. (d) To file promptly with the Commission any amendment to the Registration Statement or the Prospectus or any supplement to the Prospectus that may, in the judgment of the Company or counsel for the UnderwriterUnderwriters, be required by the Securities Act or requested by the Commission; (e) Prior to filing with the Commission any amendment to the Registration Statement or supplement to the Prospectus or any Prospectus pursuant to Rule 424 of the Rules and Regulations, to furnish a copy thereof to the Underwriter Underwriters and counsel for the Underwriter and obtain the consent Underwriters within a reasonable period of the Underwriter time prior to the filingfiling thereof, and that filing thereof shall not occur if the Underwriters shall have objected in good faith thereto; (f) The Company Operating Partnership will make generally available to its security holders and will deliver to the Underwriter as soon as practicable (it being understood that the Company shall have until at least 45 but no later than 60 days after the end close of the Company's current fiscal quarter) period covered thereby an earnings statement (in form complying with the provisions of Section 11(a) of the Securities Act and Rule 158 of the Rules and Regulations), which need not be certified by independent certified public accountants unless required by the Securities Act or the Rules and Regulations, covering a twelve-month period commencing after the "effective date" (as defined in said Rule 158) of the Registration Statement; (g) For a period of five years following the applicable Effective Date, to furnish to the Underwriter Underwriters copies of all materials furnished by the Company Operating Partnership to its shareholders and all public reports and all reports and financial statements furnished by the Company to the principal national securities exchange upon which the Common Shares may be listed pursuant to requirements of or agreements with such exchange or Operating Partnership to the Commission pursuant to the Exchange Act or any rule or regulation of the Commission thereunder; (h) Promptly from time to time to take such action as the Underwriter Underwriters may reasonably request to qualify the Shares Notes for offering and sale under the securities, real estate syndication or Blue Sky laws of such jurisdictions as the Underwriter Underwriters may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the SharesNotes, except that the Operating Partnership shall not be required in connection therewith to qualify as a foreign corporation or to execute a consent to service of process in any jurisdiction; (i) To maintain Until the listing Delivery Date, neither the Operating Partnership nor the Company will, directly or indirectly, offer for sale, contract to sell, sell or otherwise dispose of, or register for sale under the Securities Act, any debt securities, or sell or grant options, rights or warrants with respect to any debt securities, without the prior written consent of the Common Shares on the New York Stock Exchange, Inc.Underwriters; (j) To apply the net proceeds from the sale of the Shares being sold by the Company Notes in accordance with the description set forth in the Prospectus under the caption "Use of Proceeds"; (k) To take such steps as shall be necessary to ensure that none of the Transaction Entities Company, the Operating Partnership or any of their subsidiaries shall become an "investment company" within the meaning of such term under the Investment Company Act of 1940 and the rules and regulations of the Commission thereunder; (l) Except as stated in this Agreement and in the Preliminary Prospectus Prospectus, if any, and Prospectus, no neither Transaction Entity has taken, nor will take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Common Shares Notes to facilitate the sale or resale of the SharesNotes; (m) The Company will use its best efforts to continue to meet the requirements to qualify as a "real estate investment trust" under the Code; and (n) If this Agreement shall be terminated by the Underwriter Underwriters because of any failure or refusal on the part of the Transaction Entities to comply with the terms or fulfill any of the conditions of this Agreement, the Transaction Entities jointly and severally agree to reimburse the Underwriter Underwriters for all reasonable out-of-pocket expenses (including fees and expenses of counsel for the UnderwriterUnderwriters) incurred by the Underwriter Underwriters in connection herewith.

Further Agreements of the Transaction Entities. Each of the Transaction Entities jointly and severally agrees: (a) To prepare the Prospectus in a form approved by the Underwriter Representatives and to file such Prospectus pursuant to Rule 424(b) under the Securities Act not later than the Commission's close of business on the second business day following the execution and delivery of this Agreement or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Securities Act; to make no further amendment or any supplement to the Registration Statement or to the Prospectus except as permitted herein; to advise the UnderwriterRepresentatives, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed and to furnish the Underwriter Representatives with copies thereof; to advise the UnderwriterRepresentatives, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus, of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal; that the Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T; (b) To furnish promptly to the Underwriter Representatives and to counsel for the Underwriter such number of conformed copies as the Underwriter shall reasonably request Underwriters a signed copy of the Registration Statement as originally filed with the Commission, and each amendment thereto filed with the Commission, including all consents and exhibits filed therewith or incorporated by reference therein and all documents incorporated by reference therein; such copies will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T; (c) To deliver promptly to the Underwriter Representatives such number of the following documents as the Underwriter Representatives shall reasonably request: (i) conformed copies of the Registration Statement as originally filed with the Commission and each Preliminary Prospectus, amendment thereto (in each case including consents and exhibits other than this Agreement and the computation of per share earnings) and (ii) the Prospectus and any amended or supplemented Prospectus; and, if the delivery of a prospectus is required at any time after the Effective Time in connection with the offering or sale of the Shares or any other securities relating thereto and if at such time any events shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such the Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary to amend or supplement the Prospectus in order to comply with the Securities Act or the Exchange Act, to notify the Underwriter Representatives and, upon its request, to file such document and to prepare and furnish without charge to the each Underwriter and to any dealer in securities as many copies as the Underwriter Representatives may from time to time reasonably request of an amended or supplemented Prospectus which will correct such statement or omission or effect such compliance. The aforementioned documents furnished to the Underwriter Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, XXXXX except to the extent permitted by Regulation S-T; (d) To file promptly with the Commission any amendment to the Registration Statement or the Prospectus or any supplement to the Prospectus that may, in the judgment of the Company Representatives or Counsel to the UnderwriterUnderwriters, be required by the Securities Act or requested by the Commission; (e) Prior to filing with the Commission any amendment to the Registration Statement or supplement to the Prospectus or any Prospectus pursuant to Rule 424 of the Rules and Regulations, to furnish a copy thereof to the Underwriter Representatives and counsel for the Underwriter Underwriters within a reasonable period of time prior to the filing thereof; and obtain the consent of the Underwriter Representatives to the filing; (f) The Company will make generally available to its security holders and will deliver to the Underwriter as soon as practicable (it being understood that the Company shall have until at least 45 but no later than 60 days after the end close of the Company's current fiscal quarter) period covered thereby an earnings statement (in form complying with the provisions of Section 11(a) of the Securities Act and Rule 158 of the Rules and Regulations), which need not be certified by independent certified public accountants unless required by the Securities Act or the Rules and Regulations, covering a twelve-month period commencing after the "effective date" (as defined in said Rule 158) of the Registration Statement; (g) The Company will furnish to each Underwriter, from time to time during the period when the Prospectus is required to be delivered under the Securities Act or the Exchange Act of such number of copies of the Prospectus (as amended or supplemented) as such Underwriter may reasonably request for the purposes contemplated by the Securities Act or the Exchange Act or the respective applicable rules and regulations of the Commission thereunder. (h) For a period of five years following the Effective Date, to furnish to the Underwriter Representatives copies of all materials furnished by the Company to its shareholders stockholders and all public reports and all reports and financial statements furnished by the Company to the principal national securities exchange upon which the Common Shares may be listed pursuant to requirements of or agreements with such exchange or to the Commission pursuant to the Exchange Act or any rule or regulation of the Commission thereunder; (hi) Promptly from time to time to take such action as the Underwriter Representatives may reasonably request to qualify the Shares for offering and sale under the securities, real estate syndication or Blue Sky laws of such jurisdictions as the Underwriter Representatives may reasonably request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Shares, provided, however, that no Transaction Entity shall be required to qualify as a foreign corporation in any jurisdiction other than those in which it is presently so qualified; (j) For a period of 180 days from the date of the Prospectus, the Company and the Operating Partnership (i) will not, (1) directly or indirectly, offer for sale, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Common Shares, Units or securities convertible into or exercisable or exchangeable for Common Shares or Units (other than the Shares, shares issued pursuant to employee benefit plans, stock option plans or other employee compensation plans existing on the date hereof), or sell or grant options, rights or warrants with respect to any Common Shares, convertible units or securities exercisable, or exchangeable for Common Shares or Units (other than the grant of options pursuant to option plans existing on the date hereof), or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economics benefit or risks of ownership of Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares, Units or other securities, in cash or otherwise, in each case without the prior written consent of Xxxxxx Brothers Inc., provided, however, that the foregoing provisions in this clause (i) shall not be applicable to the merger or consolidation of the Company or the sale of all or substantially all of the Company's and/or Operating Partnership's assets nor will such provisions be applicable to the Questar Transaction or any acquisition of real estate assets in the ordinary course of business involving the exchange of Units or Common Shares (provided, that in the case of such acquisition in the ordinary course of business, any recipient of such Units or Common Shares agrees to be bound by the provisions of this Section 5(j)), and provided, further, that the Company will not waive or accelerate any rights any party has with respect to the Company in connection with registration and/or conversion rights without the prior written consent of Xxxxxx Brothers Inc.; and (ii) will cause each of those parties listed on Schedule 3 hereto to furnish to the Representatives, prior to the First Delivery Date, a letter or letters, in form and substance reasonably satisfactory to counsel for the Underwriters, pursuant to which each such person shall agree not to, (1) directly or indirectly, offer for sale, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Common Shares or securities convertible into or exercisable or exchangeable for Common Shares, or sell or grant options, rights or warrants with respect to any Common Shares or securities, convertible units or exercisable, or exchangeable for Common Shares, or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economics benefit or risks of ownership of Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or other securities, in cash or otherwise, in each case without the prior written consent of Xxxxxx Brothers Inc., provided, however, that the foregoing provisions in this clause (ii) shall not be applicable to (x) the merger or consolidation of the Company through any exchange and/or tender offer and/or sale of substantially all of the Company's or Operating Partnership's assets or to (y) lenders under Financing Agreements or loan agreements of the individuals or entities listed on Schedule 3 hereto, pursuant to which such Common Shares or securities may be pledged (provided that any pledgee agrees to be bound by the provisions of this Section 5(j)). (k) To file with the NYSE all documents and notices required by such exchange of companies that have securities listed on the NYSE, and to use its best efforts to maintain the listing of the Common Shares on thereon; prior to the New York Stock ExchangeClosing Date, Inc.;to apply for the listing of the Shares and to complete that listing, subject only to official notice of issuance, prior the First Delivery Date. (jl) To apply the net proceeds from the sale of the Shares being sold by the Company in accordance with the description set forth in the Prospectus under the caption "Use of Proceeds;"; (km) To take such steps as shall be necessary to ensure that none of the Transaction Entities shall become an "investment company" within the meaning of such term under the Investment Company Act of 1940 1940, as amended, and the rules and regulations of the Commission thereunder; (ln) Except as stated in this Agreement and in the Preliminary Prospectus and Prospectus, no Transaction Entity has taken, nor will any Transaction Entity take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Common Shares to facilitate the sale or resale of the Shares; (mo) The Company will use its best efforts to continue to meet the requirements to qualify as a "real estate investment trust" under the Code; andCode unless the Company's Board of Directors determines that it is no longer in the best interests of the Company to be so qualified; (np) If this Agreement shall be terminated by the Underwriter Underwriters because of any failure or refusal on the part of the Transaction Entities to comply with the terms or fulfill any of the material conditions of this Agreement, the Transaction Entities jointly and severally agree to reimburse the Underwriter Representatives for all reasonable out-of-pocket expenses (including fees and expenses of counsel for the UnderwriterUnderwriters) incurred by the Underwriter Representatives in connection herewithherewith and such reimbursement shall be the sole compensation, except as otherwise permitted under Section 10 hereof, to which the Representatives shall be entitled in the event of such a termination; (q) Each of the Transaction Entities will use its best efforts to maintain the listing of the Shares on the NYSE for a period of two years after the Closing Date and thereafter unless the Company's Board of Directors determines that it is no longer in the best interests of the Company for the Shares to continue to be so listed, provided, however, that this requirement shall not be applicable in the event the shareholders vote to liquidate the Company prior to two years after the Closing; and (r) Each of the Transaction Entitles will use its best efforts to do and perform all things required to be done and performed under this Agreement by the Company prior to the Closing Date or any Option Closing Date, as the case may be, and to satisfy all conditions precedent to the delivery of the Shares.

Further Agreements of the Transaction Entities. Each of the Transaction Entities jointly and severally agrees: (a) To prepare the Prospectus in a form approved by the Underwriter Representatives and to file such Prospectus pursuant to Rule 424(b) under the Securities Act not later than the Commission's close of business on the second business day following the execution and delivery of this Agreement or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Securities Act; to make no further amendment or any supplement to the Registration Statement or to the Prospectus except as permitted herein; to advise the UnderwriterRepresentatives, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed and to furnish the Underwriter Representatives with copies thereof; to advise the UnderwriterRepresentatives, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus, of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal; (b) To furnish promptly to the Underwriter Representatives and to counsel for the Underwriter such number of Underwriters five signed or conformed copies as the Underwriter shall reasonably request of the Registration Statement as originally filed with the Commission, and each amendment thereto filed with the Commission, including all consents and exhibits filed therewith or incorporated by reference therein therewith, and all documents incorporated by reference therein; such copies will be identical also furnish to the electronically transmitted Representatives and their counsel such number of conformed copies thereof of the Registration Statement as originally filed with and of each amendment thereto, as the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-TRepresentatives may request; (c) To deliver promptly to the Underwriter Representatives such number of the following documents as the Underwriter Representatives shall reasonably request: (i) conformed copies of the Registration Statement as originally filed with the Commission and each amendment thereto (in each case excluding exhibits other than this Agreement) and (ii) each Preliminary Prospectus, the Prospectus and any amended or supplemented Prospectus; and, if the delivery of a prospectus is required at any time after the Effective Time in connection with the offering or sale of the Shares or any other securities relating thereto and if at such time any events shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary to amend or supplement the Prospectus in order to comply with the Securities Act or the Exchange Act, to notify the Underwriter Representatives and, upon its their request, to file such document and to prepare and furnish without charge to the each Underwriter and to any dealer in securities as many copies as the Underwriter Representatives may from time to time reasonably request of an amended or supplemented Prospectus which will correct such statement or omission or effect such compliance. The aforementioned documents furnished to the Underwriter will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T;. (d) To file promptly with the Commission any amendment to the Registration Statement or the Prospectus or any supplement to the Prospectus that may, in the judgment of the Company or the UnderwriterRepresentatives, be required by the Securities Act or requested by the Commission; (e) Prior to filing with the Commission any amendment to the Registration Statement or supplement to the Prospectus or any Prospectus pursuant to Rule 424 of the Rules and Regulations, to furnish a copy thereof to the Underwriter Representatives and counsel for the Underwriter Underwriters and obtain the consent of the Underwriter Representatives to the filing; (f) The Company will make generally available to its security holders and will deliver to the Underwriter as soon as practicable (it being understood that the Company shall have until at least 45 but no later than 60 days after the end close of the Company's current fiscal quarter) period covered thereby an earnings statement (in form complying with the provisions of Section 11(a) of the Securities Act and Rule 158 of the Rules and Regulations), which need not be certified by independent certified public accountants unless required by the Securities Act or the Rules and Regulations, covering a twelve-month period commencing after the "effective date" (as defined in said Rule 158) of the Registration Statement; (g) The Company will furnish to each Underwriter, from time to time during the period when the Prospectus is required to be delivered under the Securities Act or the Exchange Act, such number of copies of the Prospectus (as amended or supplemented) as such Underwriter may reasonably request for the purposes contemplated by the Securities Act or the Exchange Act or the respective applicable rules and regulations of the Commission thereunder. (h) For a period of five years following the Effective Date, to furnish to the Underwriter Representatives copies of all materials furnished by the Company to its shareholders and all public reports and all reports and financial statements furnished by the Company to the principal national securities exchange upon which the Common Shares may be listed pursuant to requirements of or agreements with such exchange or to the Commission pursuant to the Exchange Act or any rule or regulation of the Commission thereunder; (hi) Promptly from time to time to take such action as the Underwriter Representatives may reasonably request to qualify the Shares for offering and sale under the securities, real estate syndication or Blue Sky laws of such jurisdictions as the Underwriter Representatives may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Shares; (j) For a period of 180 days from the First Delivery Date, the Company will not, directly or indirectly, offer for sale, contract to sell, sell or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Common Shares or securities convertible into or exercisable or exchangeable for Common Shares (other than the Shares and shares issued pursuant to employee benefit plans, qualified stock option plans, share purchase plans or other employee compensation plans described in the Prospectus and any Units or shares that may be issued in connection with any acquisition of a property), or sell or grant options, rights or warrants with respect to any Common Shares (other than the grant of options pursuant to option plans existing on the date hereof), without the prior written consent of Xxxxxx Brothers Inc.; and to cause each officer, trustee and affiliate of the Company who owns Units or Common Shares, and use its best efforts to cause each of The American Airlines, Inc. Master Fixed Benefit Trust, the Ameritech Pension Trust and the Public Employee Retirement System of Idaho (the "Continuing Investors") to furnish to the Representatives, prior to the First Delivery Date, a letter or letters, in form and substance satisfactory to counsel for the Underwriters, pursuant to which each such person shall agree not to, directly or indirectly, offer for sale, sell, contract to sell, pledge or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any (i) in the case of such officers, trustees and affiliates of the Company, Units or Common Shares for a period of two years from the First Delivery Date and (ii) in the case of the Continuing Investors, Common Shares for a period of one year from the First Delivery Date, without the prior written consent of Xxxxxx Brothers Inc. in each case; (k) To maintain the listing of the Common Shares on the New York Stock Exchange, Inc.; (jl) Prior to filing with the Commission any reports on Form SR pursuant to Rule 463 of the Rules and Regulations, to furnish a copy thereof to the counsel for the Underwriters and receive and consider its comments thereon, and to deliver promptly to the Representatives a signed copy of each report on Form SR filed by it with the Commission; (m) To apply the net proceeds from the sale of the Shares being sold by the Company in accordance with the description set forth in the Prospectus under the caption "Use of Proceeds"; (kn) To take such steps as shall be necessary to ensure that none of the Transaction Entities shall become an "investment company" within the meaning of such term under the Investment Company Act of 1940 and the rules and regulations of the Commission thereunder; (lo) Except as stated in this Agreement and in the Preliminary Prospectus and Prospectus, no Transaction Entity has taken, nor will take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Common Shares to facilitate the sale or resale of the Shares; (mp) The Company will use its best efforts to continue to meet the requirements to qualify as a "real estate investment trust" under the Code; and (nq) If this Agreement shall be terminated by the Underwriter Underwriters because of any failure or refusal on the part of the Transaction Entities to comply with the terms or fulfill any of the conditions of this Agreement, the Transaction Entities jointly and severally agree to reimburse the Underwriter Representatives for all reasonable out-of-of- pocket expenses (including fees and expenses of counsel for the UnderwriterUnderwriters) incurred by the Underwriter Representatives in connection herewith.

Further Agreements of the Transaction Entities. Each of The Operating Partnership and the Transaction Entities Company each hereby agree, jointly and severally agreesseverally, that: (a) To prepare the Prospectus in a form approved by the Underwriter and to file such Prospectus pursuant to Rule 424(b) under the Securities Act not later than the Commission's close of business on the second business day following the execution and delivery of this Agreement or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Securities Act; to make no further amendment or any supplement The Transaction Entities will furnish to the Registration Statement or to the Prospectus except as permitted herein; to advise the Underwriter, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed and to furnish the Underwriter with copies thereof; to advise the Underwriter, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus, of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal; (b) To furnish promptly to the Underwriter Initial Purchaser and to counsel for the Underwriter such number of conformed Initial Purchasers, without charge, during the period referred to in Section 5(c) below, as many copies as the Underwriter shall reasonably request of the Registration Statement materials contained in the Disclosure Package and the Final Memorandum and any amendments and supplements thereto as originally they may reasonably request. (b) The Transaction Entities will not amend or supplement the Disclosure Package or the Final Memorandum, other than by filing documents under the Exchange Act that are incorporated by reference therein, without the prior written consent of the Initial Purchaser; provided, however, that prior to the completion of the distribution of the Notes by the Initial Purchaser (as determined by the Initial Purchaser), the Transaction Entities will not file any document under the Exchange Act that is incorporated by reference in the Disclosure Package or the Final Memorandum unless, prior to such proposed filing, the Transaction Entities has furnished the Initial Purchaser with a copy of such document for their review and the Initial Purchaser has not reasonably objected to the filing of such document. The Transaction Entities will promptly advise the Initial Purchaser when any document filed under the Exchange Act that is incorporated by reference in the Disclosure Package or the Final Memorandum shall have been filed with the Commission, and each amendment thereto filed with the Commission, including all consents and exhibits filed therewith or incorporated by reference therein and all documents incorporated by reference therein; such copies will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T;. (c) To deliver promptly to the Underwriter such number of the following documents as the Underwriter shall reasonably request: each Preliminary Prospectus, the Prospectus and any amended or supplemented Prospectus; and, if the delivery of a prospectus is required If at any time after prior to the Effective Time in connection with completion of the offering or sale of the Shares or Notes by the Initial Purchaser (as determined by the Initial Purchaser), any other securities relating thereto and if at such time any events shall have occurred event occurs as a result of which the Prospectus Disclosure Package or the Final Memorandum, as then amended or supplemented supplemented, would include an any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is deliveredmade, not misleading, or, or if for any other reason it shall should be necessary to amend or supplement the Prospectus in order Disclosure Package or the Final Memorandum to comply with applicable law, the Securities Act or Operating Partnership and the Exchange Act, to Company will promptly (i) notify the Underwriter and, upon its request, to file Initial Purchaser of any such document event so that any use of the Disclosure Package and to prepare and furnish without charge Final Memorandum may cease until it is amended or supplemented; (ii) subject to the Underwriter and to any dealer in securities as many copies as the Underwriter may from time to time reasonably request requirements of Section 5(b), prepare an amended amendment or supplemented Prospectus which supplement that will correct such statement or omission or effect such compliance. The aforementioned documents furnished ; and (iii) supply any supplemented or amended Disclosure Package or Final Memorandum to the Underwriter will be identical to Initial Purchaser and counsel for the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T;Initial Purchaser without charge in such quantities as they may reasonably request. (d) To file promptly Without the prior written consent of the Initial Purchaser, the Operating Partnership or the Company have not given and will not give to any prospective purchaser of the Notes any written information concerning the offering of the Notes other than materials contained in the Disclosure Package, the Final Memorandum or any other offering materials prepared by or with the Commission any amendment to the Registration Statement or the Prospectus or any supplement to the Prospectus that may, in the judgment prior written consent of the Company or the Underwriter, be required by the Securities Act or requested by the Commission;Initial Purchaser. (e) Prior The Operating Partnership or the Company will arrange, if necessary, for the qualification of the Notes for sale by the Initial Purchaser under the laws of such jurisdictions as the Initial Purchaser may designate and will maintain such qualifications in effect so long as required for the sale of the Notes; provided that in no event shall the Operating Partnership or the Company be obligated to filing qualify to do business in any jurisdiction where it is not now so qualified or to take any action that would subject it to service of process in suits, other than those arising out of the offering or sale of the Notes, in any jurisdiction where it is not now so subject. The Operating Partnership or the Company will promptly advise the Initial Purchaser of the receipt by the Operating Partnership or the Company of any notification with the Commission any amendment respect to the Registration Statement or supplement to the Prospectus or any Prospectus pursuant to Rule 424 suspension of the Rules and Regulations, to furnish a copy thereof to the Underwriter and counsel for the Underwriter and obtain the consent qualification of the Underwriter to Notes for sale in any jurisdiction or the filing;initiation or threatening of any proceeding for such purpose. (f) The Operating Partnership or Company will make generally available to its security holders not, and will deliver not permit any of their Affiliates to, resell any Notes or Shares that have been acquired by any of them. (g) None of the Operating Partnership, the Company or any person acting on their behalf will, directly or indirectly, make offers or sales of any security, or solicit offers to buy any security, under circumstances that would require the Underwriter as soon as practicable registration of the Notes or Shares under the Securities Act. (it being understood h) Any information provided by the Operating Partnership, the Company, their Affiliates or any person acting on its or their behalf to publishers of publicly available databases about the terms of the Notes shall include a statement that the Company shall Notes have until at least 45 days after the end of the Company's current fiscal quarter) an earnings statement (in form complying with the provisions of Section 11(a) of not been registered under the Securities Act and are subject to restrictions under Rule 158 of the Rules and Regulations), which need not be certified by independent certified public accountants unless required by 144A under the Securities Act and Regulation S. (i) None of the Operating Partnership, the Company, its Affiliates, or any person acting on its or their behalf will engage in any form of general solicitation or general advertising (within the meaning of Regulation D) in connection with any offer or sale of the Notes in the United States. (j) For so long as any of the Notes or the Rules Shares issuable upon the conversion thereof are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, the Company will, during any period in which it is not subject to and Regulations, covering a twelve-month period commencing after the "effective date" (as defined in said Rule 158compliance with Section 13 or 15(d) of the Registration Statement;Exchange Act, provide to each holder of such restricted securities and to each prospective purchaser (as designated by such holder) of such restricted securities, upon the request of such holder or prospective purchaser, any information required to be provided by Rule 144A(d)(4) under the Securities Act. (gk) Each of the Operating Partnership and the Company will cooperate with the Initial Purchaser and use its best efforts to permit the Notes to be eligible for clearance and settlement through The Depository Trust Company. (l) The Company will reserve and keep available at all times, free of pre-emptive rights, the full number of Shares issuable upon exchange of the Notes. (m) Each of the Notes and the Shares issuable upon exchange thereof will bear, to the extent applicable, the legend contained in “Notice to Investors” in the Preliminary Memorandum and the Final Memorandum for the time period and upon the other terms stated therein. (n) Between the date hereof and the Closing Date, the Operating Partnership and the Company will not do or authorize any act or thing that would result in an adjustment of the conversion price of the Notes. (o) The Operating Partnership and the Company will comply with all applicable securities and other laws, rules and regulations, including, without limitation, the Xxxxxxxx-Xxxxx Act, and use its best efforts to cause the Company’s directors and officers, in their capacities as such, to comply with such laws, rules and regulations, including, without limitation, the provisions of the Xxxxxxxx-Xxxxx Act. (p) The Operating Partnership and the Company will prepare a final term sheet, containing solely a description of the Notes and the offering thereof, in the form approved by you and attached as Schedule I hereto. (q) For a period of five years following the Effective Date, to furnish to the Underwriter Initial Purchaser, upon request, copies of all materials furnished by the Operating Partnership to its partners or the Company to its shareholders stockholders and all public reports and all reports and financial statements furnished by the Operating Partnership or the Company to the principal national securities exchange upon which the Common Shares may be listed pursuant to requirements of or agreements with such exchange or to the Commission pursuant to the Exchange Act or any rule or regulation of the Commission thereunder;. (hr) Promptly from time to time to take such action as the Underwriter Initial Purchaser may reasonably request to qualify the Shares Notes for offering and sale under the securities, real estate syndication or Blue Sky laws of such jurisdictions as the Underwriter Initial Purchaser may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Notes by the Initial Purchaser. (s) From the date of this Agreement through, and including, the 30th day after the Closing Date, not to offer, sell, contract to sell or otherwise dispose of, except as provided hereunder, any shares of Common Stock or securities of the Company that are substantially similar to the Shares; , including but not limited to any securities that are convertible into or exchangeable for, or that represent the right to receive, the Common Stock or any such substantially similar securities without the prior written consent of the Initial Purchaser, other than (i) the Shares, (ii) shares of Common Stock issued pursuant to employee benefit plans, qualified stock option plans, dividend reinvestment plans or other employee compensation plans existing on the date hereof, or pursuant to the execution of new employment agreements with the executive officers identified on Schedule IV hereto, (iii) sales or offers in private placement transactions to, or in direct public placements to, sellers relating to acquisition of real property or interests therein, including mortgage or leasehold interests, or in conjunction with any joint venture transaction, made to any seller of such real property or such joint venture interest, (iv) issue any shares of Common Stock upon redemption of Units, but only with respect to Units outstanding as of the date of this Agreement, or (v) issue any shares of Common Stock upon exchange of the Reckson Operating Partnership’s 4.00% exchangeable senior debentures due June 15, 2025. (t) To use its best efforts to effect and maintain the listing of the Common Shares issuable upon exchange of the Notes on the New York Stock Exchange, Inc.;NYSE. (j) To apply the net proceeds from the sale of the Shares being sold by the Company in accordance with the description set forth in the Prospectus under the caption "Use of Proceeds"; (ku) To take such steps as shall be necessary to ensure that none of neither the Transaction Entities Company nor the Operating Partnership shall become an "“investment company" ” within the meaning of such term under the Investment Company Act of 1940 1940, as amended, and the rules and regulations of the Commission thereunder;. (l) Except as stated in this Agreement and in the Preliminary Prospectus and Prospectus, no Transaction Entity has taken, nor will take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Common Shares to facilitate the sale or resale of the Shares; (mv) The Company will use its best efforts to continue to meet the requirements to qualify as a "real estate investment trust" REIT under the Code; and. (nw) If this Agreement shall Except for the authorization of actions permitted to be terminated taken by the Underwriter because Initial Purchaser as contemplated herein or in the Disclosure Package or the Final Memorandum, neither the Company nor the Operating Partnership will (a) take, directly or indirectly, any action designed to cause or to result in, or that might reasonably be expected to constitute, the stabilization or manipulation of the price of any failure or refusal on the part security of the Transaction Entities Company to comply with facilitate the terms sale or fulfill any resale of the conditions Notes, and (b) until the Closing Date, (i) sell, bid for or purchase the Notes or pay any person any compensation for soliciting purchases of this Agreement, the Transaction Entities jointly and severally Notes or (ii) pay or agree to reimburse pay to any person any compensation for soliciting another to purchase any other securities of the Underwriter for all reasonable out-of-pocket expenses (including fees and expenses of counsel for the Underwriter) incurred by the Underwriter in connection herewithCompany.

Further Agreements of the Transaction Entities. Each of the Transaction Entities jointly and severally agrees: (a) To prepare the Prospectus in a form approved by the Underwriter Underwriters and to file such Prospectus pursuant to Rule 424(b) under the Securities Act not later than the Commission's close of business on the second business day following the execution and delivery of this Agreement or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Securities Act; to make no further amendment or any supplement to the Registration Statement or to the Prospectus except as permitted hereinin accordance with Section 5(e) hereof; to advise the UnderwriterUnderwriters, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed and to furnish the Underwriter Underwriters with copies thereof; to advise the UnderwriterUnderwriters, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus, of the suspension of the qualification of the Shares Notes for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal; (b) To furnish promptly to the Underwriter Underwriters and to counsel for the Underwriter Underwriters such number of conformed copies as the Underwriter Underwriters shall reasonably request of the Registration Statement as originally filed with the Commission, and each amendment thereto filed with the Commission, including all consents and exhibits filed therewith or incorporated by reference therein and all documents incorporated by reference therein; such copies will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T; (c) To deliver promptly to the Underwriter Underwriters such number of the following documents as the Underwriter Underwriters shall reasonably request: (i) conformed copies of the Registration Statement as originally filed with the Commission and each amendment thereto (in each case excluding exhibits other than this Agreement) and (ii) each Preliminary Prospectus, the Prospectus and any amended or supplemented Prospectus; and, if the delivery of a prospectus is required at any time after the applicable Effective Time in connection with the offering or sale of the Shares Notes or any other securities relating thereto and if at such time any events shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary to amend or supplement the Prospectus in order to comply with the Securities Act or the Exchange Act, to notify the Underwriter Underwriters and, upon its their request, to file such document and to prepare and furnish without charge to the each Underwriter and to any dealer in securities as many copies as the Underwriter Underwriters may from time to time reasonably request of an amended or supplemented Prospectus which will correct such statement or omission or effect such compliance. The aforementioned documents furnished to the Underwriter Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T;T. (d) To file promptly with the Commission any amendment to the Registration Statement or the Prospectus or any supplement to the Prospectus that may, in the judgment of the Company or counsel for the UnderwriterUnderwriters, be required by the Securities Act or requested by the Commission; (e) Prior to filing with the Commission any amendment to the Registration Statement or supplement to the Prospectus or any Prospectus pursuant to Rule 424 of the Rules and Regulations, to furnish a copy thereof to the Underwriter Underwriters and counsel for the Underwriter and obtain the consent Underwriters within a reasonable period of the Underwriter time prior to the filingfiling thereof, and that filing thereof shall not occur if the Underwriters shall have objected in good faith thereto; (f) The Company Operating Partnership will make generally available to its security holders and will deliver to the Underwriter as soon as practicable (it being understood that the Company shall have until at least 45 but no later than 60 days after the end close of the Company's current fiscal quarter) period covered thereby an earnings statement (in form complying with the provisions of Section 11(a) of the Securities Act and Rule 158 of the Rules and Regulations), which need not be certified by independent certified public accountants unless required by the Securities Act or the Rules and Regulations, covering a twelve-month period commencing after the "effective date" (as defined in said Rule 158) of the Registration Statement; (g) For a period of five years following the applicable Effective Date, to furnish to the Underwriter Underwriters copies of all materials furnished by the Company Operating Partnership to its shareholders and all public reports and all reports and financial statements furnished by the Company to the principal national securities exchange upon which the Common Shares may be listed pursuant to requirements of or agreements with such exchange or Operating Partnership to the Commission pursuant to the Exchange Act or any rule or regulation of the Commission thereunder; (h) Promptly from time to time to take such action as the Underwriter Underwriters may reasonably request to qualify the Shares Notes for offering and sale under the securities, real estate syndication or Blue Sky laws of such jurisdictions as the Underwriter Underwriters may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the SharesNotes, except that the Operating Partnership shall not be required in connection therewith to qualify as a foreign corporation or to execute a consent to service of process in any jurisdiction; (i) To maintain Until the listing Delivery Date, neither the Operating Partnership nor the Company will, directly or indirectly, offer for sale, contract to sell, sell or otherwise dispose of, or register for sale under the Securities Act, any debt securities, or sell or grant options, rights or warrants with respect to any debt securities, without the prior written consent of the Common Shares on the New York Stock Exchange, Xxxxxx Brothers Inc.; (j) To apply the net proceeds from the sale of the Shares being sold by the Company Notes in accordance with the description set forth in the Prospectus under the caption "Use of Proceeds"; (k) To take such steps as shall be necessary to ensure that none neither the Company, the Operating Partnership nor any of the Transaction Entities their subsidiaries shall become an "investment company" within the meaning of such term under the Investment Company Act of 1940 and the rules and regulations of the Commission thereunder; (l) Except as stated in this Agreement and in the Preliminary Prospectus and Prospectus, no neither Transaction Entity has taken, nor will take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Common Shares Notes to facilitate the sale or resale of the SharesNotes; (m) The Company will use its best efforts to continue to meet the requirements to qualify as a "real estate investment trust" under the Code; and (n) If this Agreement shall be terminated by the Underwriter Underwriters because of any failure or refusal on the part of the Transaction Entities to comply with the terms or fulfill any of the conditions of this Agreement, the Transaction Entities jointly and severally agree to reimburse the Underwriter Underwriters for all reasonable out-of-pocket expenses (including fees and expenses of counsel for the UnderwriterUnderwriters) incurred by the Underwriter Underwriters in connection herewith.

Further Agreements of the Transaction Entities. Each of the Transaction Entities jointly and severally agrees: (a) To prepare the Prospectus in a form approved by the Underwriter Underwriters and to file such Prospectus pursuant to Rule 424(b) under the Securities Act not later than the Commission's close of business on the second business day following the execution and delivery of this Agreement or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Securities Act; to make no further amendment or any supplement to the Registration Statement or to the Prospectus except as permitted hereinin accordance with Section 5(e) hereof and except for the Form 8-K; to advise the UnderwriterUnderwriters, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed and to furnish the Underwriter Underwriters with copies thereof; to advise the UnderwriterUnderwriters, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus, of the suspension of the qualification of the Shares Notes for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal; (b) To furnish promptly to the Underwriter Underwriters and to counsel for the Underwriter Underwriters such number of conformed copies as the Underwriter Underwriters shall reasonably request of the Registration Statement as originally filed with the Commission, and each amendment thereto filed with the Commission, including all consents and exhibits filed therewith or incorporated by reference therein and all documents incorporated by reference therein; such copies will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T; (c) To deliver promptly to the Underwriter Underwriters such number of the following documents as the Underwriter Underwriters shall reasonably request: (i) conformed copies of the Registration Statement as originally filed with the Commission and each amendment thereto (in each case excluding exhibits other than this Agreement) and (ii) each Preliminary Prospectus, the Prospectus and any amended or supplemented Prospectus; and, if the delivery of a prospectus is required at any time after the applicable Effective Time in connection with the offering or sale of the Shares Notes or any other securities relating thereto and if at such time any events shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary to amend or supplement the Prospectus in order to comply with the Securities Act or the Exchange Act, to notify the Underwriter Underwriters and, upon its their request, to file such document and to prepare and furnish without charge to the each Underwriter and to any dealer in securities as many copies as the Underwriter Underwriters may from time to time reasonably request of an amended or supplemented Prospectus which will correct such statement or omission or effect such compliance. The aforementioned documents furnished to the Underwriter Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T;T. (d) To file promptly with the Commission any amendment to the Registration Statement or the Prospectus or any supplement to the Prospectus that may, in the judgment of the Company or counsel for the UnderwriterUnderwriters, be required by the Securities Act or requested by the Commission; (e) Prior to filing with the Commission any amendment to the Registration Statement or supplement to the Prospectus or any Prospectus pursuant to Rule 424 of the Rules and Regulations, to furnish a copy thereof to the Underwriter Underwriters and counsel for the Underwriter and obtain the consent Underwriters within a reasonable period of the Underwriter time prior to the filingfiling thereof, and that filing thereof shall not occur if the Underwriters shall have objected in good faith thereto; (f) The Company Operating Partnership will make generally available to its security holders and will deliver to the Underwriter as soon as practicable (it being understood that the Company shall have until at least 45 but no later than 60 days after the end close of the Company's current fiscal quarter) period covered thereby an earnings statement (in form complying with the provisions of Section 11(a) of the Securities Act and Rule 158 of the Rules and Regulations), which need not be certified by independent certified public accountants unless required by the Securities Act or the Rules and Regulations, covering a twelve-month period commencing after the "effective date" (as defined in said Rule 158) of the Registration Statement; (g) For a period of five years following the applicable Effective Date, to furnish to the Underwriter Underwriters copies of all materials furnished by the Company Operating Partnership to its shareholders and all public reports and all reports and financial statements furnished by the Company to the principal national securities exchange upon which the Common Shares may be listed pursuant to requirements of or agreements with such exchange or Operating Partnership to the Commission pursuant to the Exchange Act or any rule or regulation of the Commission thereunder; (h) Promptly from time to time to take such action as the Underwriter Underwriters may reasonably request to qualify the Shares Notes for offering and sale under the securities, real estate syndication or Blue Sky laws of such jurisdictions as the Underwriter Underwriters may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the SharesNotes, except that the Operating Partnership shall not be required in connection therewith to qualify as a foreign corporation or to execute a consent to service of process in any jurisdiction; (i) To maintain Until the listing Delivery Date, neither the Operating Partnership nor the Company will, directly or indirectly, offer for sale, contract to sell, sell or otherwise dispose of, or register for sale under the Securities Act, any debt securities, or sell or grant options, rights or warrants with respect to any debt securities, without the prior written consent of the Common Shares on the New York Stock Exchange, Xxxxxx Brothers Inc.; (j) To apply the net proceeds from the sale of the Shares being sold by the Company Notes in accordance with the description set forth in the Prospectus under the caption "Use of Proceeds"; (k) To take such steps as shall be necessary to ensure that none of the Transaction Entities Company, the Operating Partnership or any of their subsidiaries shall become an "investment company" within the meaning of such term under the Investment Company Act of 1940 and the rules and regulations of the Commission thereunder; (l) Except as stated in this Agreement and in the Preliminary Prospectus Prospectus, if any, and Prospectus, no neither Transaction Entity has taken, nor will take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Common Shares Notes to facilitate the sale or resale of the SharesNotes; (m) The Company will use its best efforts to continue to meet the requirements to qualify as a "real estate investment trust" under the Code; and (n) If this Agreement shall be terminated by the Underwriter Underwriters because of any failure or refusal on the part of the Transaction Entities to comply with the terms or fulfill any of the conditions of this Agreement, the Transaction Entities jointly and severally agree to reimburse the Underwriter Underwriters for all reasonable out-of-pocket expenses (including fees and expenses of counsel for the UnderwriterUnderwriters) incurred by the Underwriter Underwriters in connection herewith.

Further Agreements of the Transaction Entities. Each of the Transaction Entities jointly and severally agrees: (a) To prepare the Prospectus in a form approved by the Underwriter Representatives and to file such Prospectus pursuant to Rule 424(b) under the Securities Act not later than the Commission's close of business on the second business day following the execution and delivery of this Agreement or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Securities Act; to make no further amendment or any supplement to the Registration Statement or to the Prospectus except as permitted hereinin accordance with Section 5(e) hereof; to advise the UnderwriterRepresentatives, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed and to furnish the Underwriter Representatives with copies thereof; to advise the UnderwriterRepresentatives, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus, of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal; (b) To furnish promptly to the Underwriter Representatives and to counsel for the Underwriter Underwriters such number of conformed copies as the Underwriter Underwriters shall reasonably request of the Registration Statement as originally filed with the Commission, and each amendment thereto filed with the Commission, including all consents and exhibits filed therewith or incorporated by reference therein and all documents incorporated by reference therein; such copies will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T; (c) To deliver promptly to the Underwriter Representatives such number of the following documents as the Underwriter Representatives shall reasonably request: (i) conformed copies of the Registration Statement as originally filed with the Commission and each amendment thereto (in each case excluding exhibits other than this Agreement) and (ii) each Preliminary Prospectus, the Prospectus and any amended or supplemented Prospectus; and, if the delivery of a prospectus is required at any time after the Effective Time in connection with the offering or sale of the Shares or any other securities relating thereto and if at such time any events shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary to amend or supplement the Prospectus in order to comply with the Securities Act or the Exchange Act, to notify the Underwriter Representatives and, upon its their request, to file such document and to prepare and furnish without charge to the each Underwriter and to any dealer in securities as many copies as the Underwriter Underwriters may from time to time reasonably request of an amended or supplemented Prospectus which will correct such statement or omission or effect such compliance. The aforementioned documents furnished to the Underwriter Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T;T. (d) To file promptly with the Commission any amendment to the Registration Statement or the Prospectus or any supplement to the Prospectus that may, in the judgment of the Company or counsel for the UnderwriterUnderwriters, be required by the Securities Act or requested by the Commission; (e) Prior to filing with the Commission any amendment to the Registration Statement or supplement to the Prospectus or any Prospectus pursuant to Rule 424 of the Rules and Regulations, to furnish a copy thereof to the Underwriter Underwriters and counsel for the Underwriter and obtain the consent Underwriters within a reasonable period of the Underwriter time prior to the filingfiling thereof, and that filing thereof shall not occur if the Representatives shall have objected in good faith thereto; (f) The Company will make generally available to its security holders and will deliver to the Underwriter as soon as practicable (it being understood that the Company shall have until at least 45 but no later than 60 days after the end close of the Company's current fiscal quarter) period covered thereby an earnings statement (in form complying with the provisions of Section 11(a) of the Securities Act and Rule 158 of the Rules and Regulations), which need not be certified by independent certified public accountants unless required by the Securities Act or the Rules and Regulations, covering a twelve-twelve- month period commencing after the "effective date" (as defined in said Rule 158) of the Registration Statement; (g) For a period of five years following the Effective Date, to furnish to the Underwriter Representatives copies of all materials furnished by the Company to its shareholders and all public reports and all reports and financial statements furnished by the Company to the principal national securities exchange upon which the Common Shares may be listed pursuant to requirements of or agreements with such exchange or to the Commission pursuant to the Exchange Act or any rule or regulation of the Commission thereunder; (h) Promptly from time to time to take such action as the Underwriter Representatives may reasonably request to qualify the Shares for offering and sale under the securities, real estate syndication or Blue Sky laws of such jurisdictions as the Underwriter Representatives may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Shares, except that the Company shall not be required in connection therewith to qualify as a foreign corporation or to execute a consent to service of process in any jurisdiction; (i) To maintain the listing of the Common Shares on The Company will file with the New York Stock Exchange, Inc.Inc. all documents and notices required by such exchange of companies that have securities listed on such exchange and will use its best efforts to maintain the listing of the Shares thereon; (j) To apply the net proceeds from the sale of the Shares being sold by the Company in accordance with the description set forth in the Prospectus under the caption "Use of Proceeds"; (k) To take such steps as shall be necessary to ensure that none neither the Company nor any of the Transaction Entities its subsidiaries shall become an "investment company" within the meaning of such term under the Investment Company Act of 1940 and the rules and regulations of the Commission thereunder; (l) Except as stated in this Agreement and in the Preliminary Prospectus and Prospectus, no neither Transaction Entity has taken, nor will take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Common Shares to facilitate the sale or resale of the Shares; (m) The Company will use its best efforts to continue to meet the requirements to qualify as a "real estate investment trust" under the Code; and (n) If this Agreement shall be terminated by the Underwriter Underwriters because of any failure or refusal on the part of the Transaction Entities to comply with the terms or fulfill any of the conditions of this Agreement, the Transaction Entities jointly and severally agree to reimburse the Underwriter Underwriters for all reasonable out-of-pocket expenses (including fees and expenses of counsel for the UnderwriterUnderwriters) incurred by the Underwriter Underwriters in connection herewith.

Further Agreements of the Transaction Entities. Each of the Transaction Entities jointly and severally agrees: (a) To prepare the Prospectus in a form approved by the Underwriter and to file such Prospectus pursuant to Rule 424(b) under the Securities Act not later than the Commission's close of business on the second business day following the execution and delivery of this Agreement or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Securities Act; to make no further amendment or any supplement to the Registration Statement or to the Prospectus except as permitted herein; to advise the Underwriter, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed and to furnish the Underwriter with copies thereof; to advise the Underwriter, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus, of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal; (b) To furnish promptly to the Underwriter and to counsel for the Underwriter such number of conformed copies as the Underwriter shall reasonably request of the Registration Statement as originally filed with the Commission, and each amendment thereto filed with the Commission, including all consents and exhibits filed therewith or incorporated by reference therein and all documents incorporated by reference therein; such copies will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T; (c) To deliver promptly to the Underwriter such number of the following documents as the Underwriter shall reasonably request: each Preliminary Prospectus, the Prospectus and any amended or supplemented Prospectus; and, if the delivery of a prospectus is required at any time after the Effective Time in connection with the offering or sale of the Shares or any other securities relating thereto and if at such time any events shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary to amend or supplement the Prospectus in order to comply with the Securities Act or the Exchange Act, to notify the Underwriter and, upon its request, to file such document and to prepare and furnish without charge to the Underwriter and to any dealer in securities as many copies as the Underwriter may from time to time reasonably request of an amended or supplemented Prospectus which will correct such statement or omission or effect such compliance. The aforementioned documents furnished to the Underwriter will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T; (d) To file promptly with the Commission any amendment to the Registration Statement or the Prospectus or any supplement to the Prospectus that may, in the judgment of the Company or the Underwriter, be required by the Securities Act or requested by the Commission; (e) Prior to filing with the Commission any amendment to the Registration Statement or supplement to the Prospectus or any Prospectus pursuant to Rule 424 of the Rules and Regulations, to furnish a copy thereof to the Underwriter and counsel for the Underwriter and obtain the consent of the Underwriter to the filing; (f) The Company will make generally available to its security holders and will deliver to the Underwriter as soon as practicable (it being understood that the Company shall have until at least 45 410 days after the end of the Company's current fiscal quarter) an earnings statement (in form complying with the provisions of Section 11(a) of the Securities Act and Rule 158 of the Rules and Regulations), which need not be certified by independent certified public accountants unless required by the Securities Act or the Rules and Regulations, covering a twelve-month period commencing after the "effective date" (as defined in said Rule 158) of the Registration Statement; (g) For a period of five years following the Effective Date, to furnish to the Underwriter copies of all materials furnished by the Company to its shareholders and all public reports and all reports and financial statements furnished by the Company to the principal national securities exchange upon which the Common Shares may be listed pursuant to requirements of or agreements with such exchange or to the Commission pursuant to the Exchange Act or any rule or regulation of the Commission thereunder; (h) Promptly from time to time to take such action as the Underwriter may reasonably request to qualify the Shares for offering and sale under the securities, real estate syndication or Blue Sky laws of such jurisdictions as the Underwriter may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Shares; (i) For a period of 90 days from the date of the Prospectus, the Company will not, directly or indirectly, (1) offer for sale, contract to sell, sell, pledge or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Common Shares or securities convertible into or exercisable or exchangeable for Common Shares (other than the Shares and any Units or Common Shares that may be issued in connection with any acquisition of a property or pursuant to customary compensation arrangements and employee benefit plans), or sell or grant options, rights or warrants with respect to any Common Shares or securities convertible into or exercisable or exchangeable for Common Shares (except pursuant to customary compensation arrangements and employee benefit plans), or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or other securities, in cash or otherwise, in each case without the prior written consent of Xxxxxx Brothers Inc.; (j) To maintain the listing of the Common Shares on the New York Stock Exchange, Inc.; (jk) To apply the net proceeds from the sale of the Shares being sold by the Company in accordance with the description set forth in the Prospectus under the caption "Use of Proceeds"; (kl) To take such steps as shall be necessary to ensure that none of the Transaction Entities shall become an "investment company" within the meaning of such term under the Investment Company Act of 1940 and the rules and regulations of the Commission thereunder; (lm) Except as stated in this Agreement and in the Preliminary Prospectus and Prospectus, no Transaction Entity has taken, nor will take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Common Shares to facilitate the sale or resale of the Shares; (mn) The Company will use its best efforts to continue to meet the requirements to qualify as a "real estate investment trust" under the Code; and (no) If this Agreement shall be terminated by the Underwriter because of any failure or refusal on the part of the Transaction Entities to comply with the terms or fulfill any of the conditions of this Agreement, the Transaction Entities jointly and severally agree to reimburse the Underwriter for all reasonable out-of-pocket expenses (including fees and expenses of counsel for the Underwriter) incurred by the Underwriter in connection herewith.

Further Agreements of the Transaction Entities. Each of the Transaction Entities jointly and severally agrees: (a) To prepare the Prospectus in a form approved by the Underwriter Underwriters and to file such Prospectus pursuant to Rule 424(b) under the Securities Act not later than the Commission's close of business on the second business day following the execution and delivery of this Agreement or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Securities Act; to make no further amendment or any supplement to the Registration Statement or to the Prospectus except as permitted hereinin accordance with Section 5(e) hereof and except for the Form 8-K; to advise the UnderwriterUnderwriters, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed and to furnish the Underwriter Underwriters with copies thereof; to advise the UnderwriterUnderwriters, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus, of the suspension of the qualification of the Shares Notes for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal; (b) To furnish promptly to the Underwriter Underwriters and to counsel for the Underwriter Underwriters such number of conformed copies as the Underwriter Underwriters shall reasonably request of the Registration Statement as originally filed with the Commission, and each amendment thereto filed with the Commission, including all consents and exhibits filed therewith or incorporated by reference therein and all documents incorporated by reference therein; such copies will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T; (c) To deliver promptly to the Underwriter such number of the following documents as the Underwriter shall reasonably request: each Preliminary Prospectus, the Prospectus and any amended or supplemented Prospectus; and, if the delivery of a prospectus is required at any time after the Effective Time in connection with the offering or sale of the Shares or any other securities relating thereto and if at such time any events shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary to amend or supplement the Prospectus in order to comply with the Securities Act or the Exchange Act, to notify the Underwriter and, upon its request, to file such document and to prepare and furnish without charge to the Underwriter and to any dealer in securities as many copies as the Underwriter may from time to time reasonably request of an amended or supplemented Prospectus which will correct such statement or omission or effect such compliance. The aforementioned documents furnished to the Underwriter will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T; (d) To file promptly with the Commission any amendment to the Registration Statement or the Prospectus or any supplement to the Prospectus that may, in the judgment of the Company or the Underwriter, be required by the Securities Act or requested by the Commission; (e) Prior to filing with the Commission any amendment to the Registration Statement or supplement to the Prospectus or any Prospectus pursuant to Rule 424 of the Rules and Regulations, to furnish a copy thereof to the Underwriter and counsel for the Underwriter and obtain the consent of the Underwriter to the filing; (f) The Company will make generally available to its security holders and will deliver to the Underwriter as soon as practicable (it being understood that the Company shall have until at least 45 days after the end of the Company's current fiscal quarter) an earnings statement (in form complying with the provisions of Section 11(a) of the Securities Act and Rule 158 of the Rules and Regulations), which need not be certified by independent certified public accountants unless required by the Securities Act or the Rules and Regulations, covering a twelve-month period commencing after the "effective date" (as defined in said Rule 158) of the Registration Statement; (g) For a period of five years following the Effective Date, to furnish to the Underwriter copies of all materials furnished by the Company to its shareholders and all public reports and all reports and financial statements furnished by the Company to the principal national securities exchange upon which the Common Shares may be listed pursuant to requirements of or agreements with such exchange or to the Commission pursuant to the Exchange Act or any rule or regulation of the Commission thereunder; (h) Promptly from time to time to take such action as the Underwriter may reasonably request to qualify the Shares for offering and sale under the securities, real estate syndication or Blue Sky laws of such jurisdictions as the Underwriter may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Shares; (i) To maintain the listing of the Common Shares on the New York Stock Exchange, Inc.; (j) To apply the net proceeds from the sale of the Shares being sold by the Company in accordance with the description set forth in the Prospectus under the caption "Use of Proceeds"; (k) To take such steps as shall be necessary to ensure that none of the Transaction Entities shall become an "investment company" within the meaning of such term under the Investment Company Act of 1940 and the rules and regulations of the Commission thereunder; (l) Except as stated in this Agreement and in the Preliminary Prospectus and Prospectus, no Transaction Entity has taken, nor will take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Common Shares to facilitate the sale or resale of the Shares; (m) The Company will use its best efforts to continue to meet the requirements to qualify as a "real estate investment trust" under the Code; and (n) If this Agreement shall be terminated by the Underwriter because of any failure or refusal on the part of the Transaction Entities to comply with the terms or fulfill any of the conditions of this Agreement, the Transaction Entities jointly and severally agree to reimburse the Underwriter for all reasonable out-of-pocket expenses (including fees and expenses of counsel for the Underwriter) incurred by the Underwriter in connection herewith.including

Further Agreements of the Transaction Entities. Each of the Transaction Entities jointly and severally agreesagrees with each of the Underwriters: (a) To prepare the Prospectus in a form approved by the Underwriter Underwriters and to file such Prospectus pursuant to Rule 424(b) under the Securities Act not later than the Commission's close of business on the second business day following the execution and delivery of this Agreement Agreement, or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Securities Act; to make no further amendment or any supplement to the Registration Statement or Prospectus prior to the Prospectus Time of Delivery (except as permitted hereinin accordance with Section 5(e) hereof) which shall be disapproved by the Underwriters promptly after reasonable notice thereof; to advise the UnderwriterUnderwriters, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed and to furnish the Underwriter Underwriters with copies thereof; to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities; to advise the UnderwriterUnderwriters, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectusprospectus, of the suspension of the qualification of the Shares Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus prospectus or suspending any such qualification, to promptly use promptly its best efforts to obtain its withdrawalthe withdrawal of such order; (b) To furnish promptly to the Underwriter Underwriters and to counsel for the Underwriter Underwriters such number of conformed copies as the Underwriter Underwriters shall reasonably request of the Registration Statement as originally filed with the Commission, and each amendment thereto filed with the Commission, including all consents and exhibits filed therewith or incorporated by reference therein and all documents incorporated by reference therein; such copies will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T; (c) To deliver promptly Prior to 5:00 P.M., New York City time, on the Underwriter New York Business Day (as defined below) next succeeding the date of this Agreement and from time to time, to furnish the Underwriters with such number of written and electronic copies of the following documents as the Underwriter Underwriters shall reasonably request: (i) conformed copies of the Registration Statement as originally filed with the Commission and each amendment thereto (in each case excluding exhibits other than this Agreement) and (ii) each Preliminary Prospectus, the Prospectus and any amended or supplemented Prospectus; and, if the delivery of a prospectus is required at any time after the applicable Effective Time in connection with the offering or sale of the Shares or any other securities relating thereto Securities and if at such time any events event shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary to amend or supplement the Prospectus or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the Securities Act, the Exchange Act or the Exchange Trust Indenture Act, to notify the Underwriter Underwriters and, upon its their request, to file such document and to prepare and furnish without charge to the each Underwriter and to any dealer in securities as many written and electronic copies as the Underwriter Underwriters may from time to time reasonably request of an amended or supplemented Prospectus which will correct such statement or omission or effect such compliance. The aforementioned documents furnished to the Underwriter Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXXEDGAR, except to the extent permitted by Regulation S-T; (d) To file promptly with the Commission any amendment to the Registration Statement or the Prospectus or any supplement to the Prospectus that mayT. As used in thxx Xxreement, in the judgment of the Company or the Underwriter, be required by the Securities Act or requested by the Commission; (e) Prior to filing with the Commission any amendment to the Registration Statement or supplement to the Prospectus or any Prospectus pursuant to Rule 424 of the Rules and Regulations, to furnish a copy thereof to the Underwriter and counsel for the Underwriter and obtain the consent of the Underwriter to the filing; (f) The Company will make generally available to its security holders and will deliver to the Underwriter as soon as practicable (it being understood that the Company shall have until at least 45 days after the end of the Company's current fiscal quarter) an earnings statement (in form complying with the provisions of Section 11(a) of the Securities Act and Rule 158 of the Rules and Regulations), which need not be certified by independent certified public accountants unless required by the Securities Act or the Rules and Regulations, covering a twelve-month period commencing after the "effective date" (as defined in said Rule 158) of the Registration Statement; (g) For a period of five years following the Effective Date, to furnish to the Underwriter copies of all materials furnished by the Company to its shareholders and all public reports and all reports and financial statements furnished by the Company to the principal national securities exchange upon which the Common Shares may be listed pursuant to requirements of or agreements with such exchange or to the Commission pursuant to the Exchange Act or any rule or regulation of the Commission thereunder; (h) Promptly from time to time to take such action as the Underwriter may reasonably request to qualify the Shares for offering and sale under the securities, real estate syndication or Blue Sky laws of such jurisdictions as the Underwriter may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Shares; (i) To maintain the listing of the Common Shares on the New York Stock ExchangeBusiness Day" shall mean each Monday, Inc.Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to close; (j) To apply the net proceeds from the sale of the Shares being sold by the Company in accordance with the description set forth in the Prospectus under the caption "Use of Proceeds"; (k) To take such steps as shall be necessary to ensure that none of the Transaction Entities shall become an "investment company" within the meaning of such term under the Investment Company Act of 1940 and the rules and regulations of the Commission thereunder; (l) Except as stated in this Agreement and in the Preliminary Prospectus and Prospectus, no Transaction Entity has taken, nor will take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Common Shares to facilitate the sale or resale of the Shares; (m) The Company will use its best efforts to continue to meet the requirements to qualify as a "real estate investment trust" under the Code; and (n) If this Agreement shall be terminated by the Underwriter because of any failure or refusal on the part of the Transaction Entities to comply with the terms or fulfill any of the conditions of this Agreement, the Transaction Entities jointly and severally agree to reimburse the Underwriter for all reasonable out-of-pocket expenses (including fees and expenses of counsel for the Underwriter) incurred by the Underwriter in connection herewith.

Further Agreements of the Transaction Entities. Each of the Transaction Entities jointly and severally agrees: (a) To prepare the Prospectus in a form approved by the Underwriter Underwriters and to file such Prospectus pursuant to Rule 424(b) under the Securities Act not later than the Commission's close of business on the second business day following the execution and delivery of this Agreement or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Securities Act; to make no further amendment or any supplement to the Registration Statement or to the Prospectus except as permitted hereinin accordance with Section 5(e) hereof and except for the Form 8-K; to advise the UnderwriterUnderwriters, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed and to furnish the Underwriter Underwriters with copies thereof; to advise the UnderwriterUnderwriters, promptly after it receives 14 notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus, of the suspension of the qualification of the Shares Notes for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal; (b) To furnish promptly to the Underwriter Underwriters and to counsel for the Underwriter Underwriters such number of conformed copies as the Underwriter Underwriters shall reasonably request of the Registration Statement as originally filed with the Commission, and each amendment thereto filed with the Commission, including all consents and exhibits filed therewith or incorporated by reference therein and all documents incorporated by reference therein; such copies will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T; (c) To deliver promptly to the Underwriter Underwriters such number of the following documents as the Underwriter Underwriters shall reasonably request: (i) conformed copies of the Registration Statement as originally filed with the Commission and each amendment thereto (in each case excluding exhibits other than this Agreement) and (ii) each Preliminary Prospectus, the Prospectus and any amended or supplemented Prospectus; and, if the delivery of a prospectus is required at any time after the applicable Effective Time in connection with the offering or sale of the Shares Notes or any other securities relating thereto and if at such time any events shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary to amend or supplement the Prospectus in order to comply with the Securities Act or the Exchange Act, to notify the Underwriter Underwriters and, upon its their request, to file such document and to prepare and furnish without charge to the each Underwriter and to any dealer in securities as many copies as the Underwriter Underwriters may from time to time reasonably request of an amended or supplemented Prospectus which will correct such statement or omission or effect such compliance. The aforementioned documents furnished to the Underwriter Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXXEDGAX, except xxcept to the extent permitted by Regulation S-T;T. (d) To file promptly with the Commission any amendment to the Registration Statement or the Prospectus or any supplement to the Prospectus that may, in the judgment of the Company or counsel for the UnderwriterUnderwriters, be required by the Securities Act or requested by the Commission; (e) Prior to filing with the Commission any amendment to the Registration Statement or supplement to the Prospectus or any Prospectus pursuant to Rule 424 of the Rules and Regulations, to furnish a copy thereof to the Underwriter Underwriters and counsel for the Underwriter and obtain the consent Underwriters 15 within a reasonable period of the Underwriter time prior to the filingfiling thereof, and that filing thereof shall not occur if the Underwriters shall have objected in good faith thereto; (f) The Company Operating Partnership will make generally available to its security holders and will deliver to the Underwriter as soon as practicable (it being understood that the Company shall have until at least 45 but no later than 60 days after the end close of the Company's current fiscal quarter) period covered thereby an earnings statement (in form complying with the provisions of Section 11(a) of the Securities Act and Rule 158 of the Rules and Regulations), which need not be certified by independent certified public accountants unless required by the Securities Act or the Rules and Regulations, covering a twelve-month period commencing after the "effective date" (as defined in said Rule 158) of the Registration Statement; (g) For a period of five years following the applicable Effective Date, to furnish to the Underwriter Underwriters copies of all materials furnished by the Company Operating Partnership to its shareholders and all public reports and all reports and financial statements furnished by the Company to the principal national securities exchange upon which the Common Shares may be listed pursuant to requirements of or agreements with such exchange or Operating Partnership to the Commission pursuant to the Exchange Act or any rule or regulation of the Commission thereunder; (h) Promptly from time to time to take such action as the Underwriter Underwriters may reasonably request to qualify the Shares Notes for offering and sale under the securities, real estate syndication or Blue Sky laws of such jurisdictions as the Underwriter Underwriters may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the SharesNotes, except that the Operating Partnership shall not be required in connection therewith to qualify as a foreign corporation or to execute a consent to service of process in any jurisdiction; (i) To maintain Until the listing Delivery Date, neither the Operating Partnership nor the Company will, directly or indirectly, offer for sale, contract to sell, sell or otherwise dispose of, or register for sale under the Securities Act, any debt securities, or sell or grant options, rights or warrants with respect to any debt securities, without the prior written consent of the Common Shares on the New York Stock Exchange, Lehmxx Xxxthers Inc.; (j) To apply the net proceeds from the sale of the Shares being sold by the Company Notes in accordance with the description set forth in the Prospectus under the caption "Use of Proceeds"; (k) To take such steps as shall be necessary to ensure that none neither the Company, the Operating Partnership nor any of the Transaction Entities their subsidiaries shall become an "investment company" within the meaning of such term under the Investment Company Act of 1940 and the rules and regulations of the Commission thereunder; (l) Except as stated in this Agreement and in the Preliminary Prospectus and Prospectus, no neither Transaction Entity has taken, nor will take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Common Shares Notes to facilitate the sale or resale of the SharesNotes; (m) The Company will use its best efforts to continue to meet the requirements to qualify as a "real estate investment trust" under the Code; andand 16 (n) If this Agreement shall be terminated by the Underwriter Underwriters because of any failure or refusal on the part of the Transaction Entities to comply with the terms or fulfill any of the conditions of this Agreement, the Transaction Entities jointly and severally agree to reimburse the Underwriter Underwriters for all reasonable out-of-pocket expenses (including fees and expenses of counsel for the UnderwriterUnderwriters) incurred by the Underwriter Underwriters in connection herewith.

Further Agreements of the Transaction Entities. Each of the Transaction Entities jointly and severally agrees: (a) To prepare the Prospectus in a form approved by the Underwriter and to file such Prospectus pursuant to Rule 424(b) under the Securities Act not later than the Commission's close of business on the second business day following the execution and delivery of this Agreement or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Securities Act; to make no further amendment or any supplement to the Registration Statement or to the Prospectus except as permitted herein; to advise the Underwriter, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed and to furnish the Underwriter with copies thereof; to advise the Underwriter, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus, of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal; (b) To furnish promptly to the Underwriter and to counsel for the Underwriter such number of conformed copies as the Underwriter shall reasonably request of the Registration Statement as originally filed with the Commission, and each amendment thereto filed with the Commission, including all consents and exhibits filed therewith or incorporated by reference therein and all documents incorporated by reference therein; such copies will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T; (c) To deliver promptly to the Underwriter such number of the following documents as the Underwriter shall reasonably request: each Preliminary Prospectus, the Prospectus and any amended or supplemented Prospectus; and, if the delivery of a prospectus is required at any time after the Effective Time in connection with the offering or sale of the Shares or any other securities relating thereto and if at such time any events shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary to amend or supplement the Prospectus in order to comply with the Securities Act or the Exchange Act, to notify the Underwriter and, upon its request, to file such document and to prepare and furnish without charge to the Underwriter and to any dealer in securities as many copies as the Underwriter may from time to time reasonably request of an amended or supplemented Prospectus which will correct such statement or omission or effect such compliance. The aforementioned documents furnished to the Underwriter will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T; (d) To file promptly with the Commission any amendment to the Registration Statement or the Prospectus or any supplement to the Prospectus that may, in the judgment of the Company or the Underwriter, be required by the Securities Act or requested by the Commission; (e) Prior to filing with the Commission any amendment to the Registration Statement or supplement to the Prospectus or any Prospectus pursuant to Rule 424 of the Rules and Regulations, to furnish a copy thereof to the Underwriter and counsel for the Underwriter and obtain the consent of the Underwriter to the filing; (f) The Company will make generally available to its security holders and will deliver to the Underwriter as soon as practicable (it being understood that the Company shall have until at least 45 days after the end of the Company's current fiscal quarter) an earnings statement (in form complying with the provisions of Section 11(a) of the Securities Act and Rule 158 of the Rules and Regulations), which need not be certified by independent certified public accountants unless required by the Securities Act or the Rules and Regulations, covering a twelve-month period commencing after the "effective date" (as defined in said Rule 158) of the Registration Statement; (g) For a period of five years following the Effective Date, to furnish to the Underwriter copies of all materials furnished by the Company to its shareholders and all public reports and all reports and financial statements furnished by the Company to the principal national securities exchange upon which the Common Shares may be listed pursuant to requirements of or agreements with such exchange or to the Commission pursuant to the Exchange Act or any rule or regulation of the Commission thereunder; (h) Promptly from time to time to take such action as the Underwriter may reasonably request to qualify the Shares for offering and sale under the securities, real estate syndication or Blue Sky laws of such jurisdictions as the Underwriter may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Shares; (i) To maintain the listing of the Common Shares on the New York Stock Exchange, Inc.; (j) To apply the net proceeds from the sale of the Shares being sold by the Company in accordance with the description set forth in the Prospectus under the caption "Use of Proceeds"; (k) To take such steps as shall be necessary to ensure that none of the Transaction Entities shall become an "investment company" within the meaning of such term under the Investment Company Act of 1940 and the rules and regulations of the Commission thereunder; (l1) Except as stated in this Agreement and in the Preliminary Prospectus and Prospectus, no Transaction Entity has taken, nor will take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Common Shares to facilitate the sale or resale of the Shares; (m) The Company will use its best efforts to continue to meet the requirements to qualify as a "real estate investment trust" under the Code; and (n) If this Agreement shall be terminated by the Underwriter because of any failure or refusal on the part of the Transaction Entities to comply with the terms or fulfill any of the conditions of this Agreement, the Transaction Entities jointly and severally agree to reimburse the Underwriter for all reasonable out-of-pocket expenses (including fees and expenses of counsel for the Underwriter) incurred by the Underwriter in connection herewith.

Further Agreements of the Transaction Entities. Each of the Transaction Entities jointly and severally agrees: (a) To prepare the Prospectus in a form approved by the Underwriter Representatives and to file such Prospectus pursuant to Rule 424(b) under the Securities Act not later than the Commission's close of business on the second business day following the execution and delivery of this Agreement or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Securities Act; to make no further amendment or any supplement to the Registration Statement or to the Prospectus except as permitted hereinin accordance with Section 5(e) hereof; to advise the UnderwriterRepresentatives, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed and to furnish the Underwriter Representatives with copies thereof; to advise the UnderwriterRepresentatives, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus, of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal; (b) To furnish promptly to the Underwriter Representatives and to counsel for the Underwriter Underwriters such number of conformed copies as the Underwriter Underwriters shall reasonably request of the Registration Statement as originally filed with the Commission, and each amendment thereto filed with the Commission, including all consents and exhibits filed therewith or incorporated by reference therein and all documents incorporated by reference therein; such copies will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T; (c) To deliver promptly to the Underwriter Representatives such number of the following documents as the Underwriter Representatives shall reasonably request: (i) conformed copies of the Registration Statement as originally filed with the Commission and each amendment thereto (in each case excluding exhibits other than this Agreement) and (ii) each Preliminary Prospectus, the Prospectus and any amended or supplemented Prospectus; and, if the delivery of a prospectus is required at any time after the Effective Time in connection with the offering or sale of the Shares or any other securities relating thereto and if at such time any events shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary to amend or supplement the Prospectus in order to comply with the Securities Act or the Exchange Act, to notify the Underwriter Representatives and, upon its their request, to file such document and to prepare and furnish without charge to the each Underwriter and to any dealer in securities as many copies as the Underwriter Underwriters may from time to time reasonably request of an amended or supplemented Prospectus which will correct such statement or omission or effect such compliance. The aforementioned documents furnished to the Underwriter Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXXEDGAX, except xxcept to the extent permitted by Regulation S-T;T. (d) To file promptly with the Commission any amendment to the Registration Statement or the Prospectus or any supplement to the Prospectus that may, in the judgment of the Company or counsel for the UnderwriterUnderwriters, be required by the Securities Act or requested by the Commission; (e) Prior to filing with the Commission any amendment to the Registration Statement or supplement to the Prospectus or any Prospectus pursuant to Rule 424 of the Rules and Regulations, to furnish a copy thereof to the Underwriter Underwriters and counsel for the Underwriter and obtain the consent Underwriters within a reasonable period of the Underwriter time prior to the filingfiling thereof, and that filing thereof shall not occur if the Representatives shall have objected in good faith thereto; (f) The Company will make generally available to its security holders and will deliver to the Underwriter as soon as practicable (it being understood that the Company shall have until at least 45 but no later than 60 days after the end close of the Company's current fiscal quarter) period covered thereby an earnings statement (in form complying with the provisions of Section 11(a) of the Securities Act and Rule 158 of the Rules and Regulations), which need not be certified by independent certified public accountants unless required by the Securities Act or the Rules and Regulations, covering a twelve-month period commencing after the "effective date" (as defined in said Rule 158) of the Registration Statement; (g) For a period of five years following the Effective Date, to furnish to the Underwriter Representatives copies of all materials furnished by the Company to its shareholders and all public reports and all reports and financial statements furnished by the Company to the principal national securities exchange upon which the Common Shares may be listed pursuant to requirements of or agreements with such exchange or to the Commission pursuant to the Exchange Act or any rule or regulation of the Commission thereunder; (h) Promptly from time to time to take such action as the Underwriter Representatives may reasonably request to qualify the Shares for offering and sale under the securities, real estate syndication or Blue Sky laws of such jurisdictions as the Underwriter Representatives may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Shares, except that the Company shall not be required in connection therewith to qualify as a foreign corporation or to execute a consent to service of process in any jurisdiction; (i) To maintain For a period of 90 days from the listing date of the Prospectus, the Company will not, directly or indirectly, (1) offer for sale, contract to sell, sell, pledge or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Common Shares on or securities convertible into or exercisable or exchangeable for Common Shares in an underwritten offering to the public (other than the Shares and any Units or Common Shares that may be issued in connection with any acquisition of a property or pursuant to customary compensation arrangements and employee benefit plans), or sell or grant options, rights or warrants with respect to any Common Shares or securities convertible into or exercisable or exchangeable for Common Shares (except pursuant to customary compensation arrangements and employee benefit plans), or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Shares or other securities, in cash or otherwise, in each case without the prior written consent of _______________; and to cause ___________________________, who each own Units or Common Shares, to furnish to the Underwriters, prior to the First Delivery Date, a letter or letters, in form and substance satisfactory to counsel for the Underwriters, pursuant to which each such person shall agree not to, directly or indirectly, (1) offer for sale, sell, pledge, contract to sell or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Units or Common Shares or securities convertible into or exercisable or exchangeable for Common Shares or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Units or Common Shares, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Units, Common Shares or other securities, in cash or otherwise, in each case for a period of 90 days from the date of the Prospectus, without the prior written consent of ________________________________; (j) The Company will file with the New York Stock Exchange, Inc.Inc. all documents and notices required by such exchange of companies that have securities listed on such exchange and will use its best efforts to maintain the listing of the Shares thereon; (jk) To apply the net proceeds from the sale of the Shares being sold by the Company in accordance with the description set forth in the Prospectus under the caption "Use of Proceeds"; (kl) To take such steps as shall be necessary to ensure that none neither the Company nor any of the Transaction Entities its subsidiaries shall become an "investment company" within the meaning of such term under the Investment Company Act of 1940 and the rules and regulations of the Commission thereunder; (lm) Except as stated in this Agreement and in the Preliminary Prospectus and Prospectus, no neither Transaction Entity has taken, nor will take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Common Shares to facilitate the sale or resale of the Shares; (mn) The Company will use its best efforts to continue to meet the requirements to qualify as a "real estate investment trust" under the Code; and (no) If this Agreement shall be terminated by the Underwriter Underwriters because of any failure or refusal on the part of the Transaction Entities to comply with the terms or fulfill any of the conditions of this Agreement, the Transaction Entities jointly and severally agree to reimburse the Underwriter Underwriters for all reasonable out-of-pocket expenses (including fees and expenses of counsel for the UnderwriterUnderwriters) incurred by the Underwriter Underwriters in connection herewith.

Further Agreements of the Transaction Entities. Each of the Transaction Entities jointly and severally agrees: (a) To The Company will (i) prepare a Prospectus Supplement setting forth the number of Shares covered thereby and their terms not otherwise specified in the Prospectus pursuant to which the Shares are being issued, the name of the Underwriter and the number of Shares which the Underwriter has agreed to purchase, the price at which the Shares are to be purchased by the Underwriter from the Company and such other information as the Underwriter and the Company deem appropriate in connection with the offering of the Shares, and file the Prospectus in a form approved by the Underwriter and to file such Prospectus you pursuant to Rule 424(b) under the Securities Act not no later than the Commission's close of business on the second business day following the execution and delivery date of this Agreement orthe determination of the offering price of the Shares; (ii) prior to the Delivery Date, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Securities Act; to make no further not file any amendment or any supplement to the Registration Statement or supplement to the Prospectus except as permitted hereinof which you shall not previously have been advised and furnished with a copy or to which you shall have reasonably objected in writing or which is not in compliance with the Rules and Regulations; and (iii) prior to advise the UnderwriterDelivery Date, promptly notify you after it receives shall have received notice thereof, thereof of the time when any amendment to the Registration Statement has been filed or becomes effective or when any supplement to the Prospectus or any amended Prospectus has been filed and to furnish the Underwriter with copies thereof; to advise the Underwriter, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus, of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification, to use promptly its best efforts to obtain its withdrawalfiled; (b) To furnish promptly to the Underwriter and to counsel for the Underwriter such number of conformed five copies as the Underwriter shall reasonably request of the Registration Statement as originally filed with the Commission, and each amendment thereto filed with the Commission, including all consents and exhibits filed therewith or incorporated by reference therein therewith, and all documents incorporated by reference therein; such copies will be identical also furnish to the electronically transmitted Underwriter and its counsel such number of conformed copies thereof of the Registration Statement as originally filed with and of each amendment thereto, as the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-TUnderwriter may reasonably request; (c) To deliver promptly to the Underwriter such number of the following documents as the Underwriter shall reasonably request: (i) conformed copies of the Registration Statement as originally filed with the Commission and each Preliminary Prospectus, amendment thereto (in each case excluding exhibits other than this Agreement and the computation of per share earnings) and (ii) the Prospectus and any amended or supplemented Prospectus; and, if the delivery of a prospectus is required by applicable laws or regulations of any governmental authority at any time after the Effective Time and prior to the 270th day after the Effective Date in connection with the offering or sale of the Shares or any other securities relating thereto and if at such time any events shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary to amend or supplement the Prospectus in order to comply with the Securities Act or the Exchange Act, to notify the Underwriter and, upon its request, to file such document and to prepare and furnish without charge to the Underwriter and to any dealer in securities as many copies as the Underwriter may from time to time reasonably request of an amended or supplemented Prospectus which will correct such statement or omission or effect such compliance. The aforementioned documents furnished to the Underwriter will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T; (d) To file promptly with the Commission any amendment to the Registration Statement or the Prospectus or any supplement to the Prospectus that may, in the judgment of the Company or the Underwriter, be required by the Securities Act or requested by the Commission; (e) Prior to filing with the Commission any amendment to the Registration Statement or supplement to the Prospectus or any Prospectus pursuant to Rule 424 of the Rules and Regulations, to furnish a copy thereof to the Underwriter and counsel for the Underwriter and obtain the consent of the Underwriter to the filingfiling except where obtaining such consent is impracticable after using reasonable efforts to obtain the consent; (f) The Company will make generally available to its security holders and will deliver to the Underwriter as soon as practicable (it being understood that the Company shall have until at least 45 but no later than 60 days after the end close of the Company's current fiscal quarter) period covered thereby an earnings statement (in form complying with the provisions of Section 11(a) of the Securities Act and Rule 158 of the Rules and Regulations), which need not be certified by independent certified public accountants unless required by the Securities Act or the Rules and Regulations, covering a twelve-month period commencing after the "effective date" (as defined in said Rule 158) of the Registration Statement; (g) The Company will furnish to the Underwriter, from time to time during the period when the Prospectus is required to be delivered under the Securities Act or the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"), such number of copies of the Prospectus (as amended or supplemented) as the Underwriter may reasonably request for the purposes contemplated by the Securities Act or the Exchange Act or the respective applicable rules and regulations of the Commission thereunder; (h) For a period of five three years following the Effective Date, to furnish to the Underwriter copies of all materials furnished by the Company to its shareholders stockholders and all public reports and all reports and financial statements furnished by the Company to the principal national securities exchange upon which the Common Shares may be listed pursuant to requirements of or agreements with such exchange or to the Commission pursuant to the Exchange Act or any rule or regulation of the Commission thereunder; (h) Promptly from time to time to take such action as the Underwriter may reasonably request to qualify the Shares for offering and sale under the securities, real estate syndication or Blue Sky laws of such jurisdictions as the Underwriter may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Shares; (i) To maintain Prior to the Effective Date, to apply for the listing of the Common Shares on the New York Stock Exchange, Inc.Inc. and to use its best efforts to complete that listing, subject only to official notice of issuance, prior to the Delivery Date; (j) To apply take such reasonable steps to ensure that the net proceeds from the sale of the Shares being sold by the Company are applied in accordance a manner that is consistent in all material respects with the description set forth in the Prospectus under the caption "Use of Proceeds"; (k) To take such steps as shall be necessary to ensure that none neither of the Transaction Entities shall become an "investment company" within the meaning of such term under the Investment Company Act of 1940 and the rules and regulations of the Commission thereunder; (l) Except as stated in this Agreement and in the Preliminary Prospectus and Prospectus, no neither Transaction Entity has taken, nor will take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Common Shares to facilitate the sale or resale of the Shares; (m) The Company will use its best efforts to continue to meet the requirements to qualify as a "real estate investment trust" under Sections 856-860 of the Code; and (n) If this Agreement shall be terminated by the Underwriter because of any failure or refusal on the part of the Transaction Entities to comply with the terms or fulfill any of the conditions of this Agreement, the Transaction Entities jointly and severally agree to reimburse the Underwriter for all reasonable out-of-pocket expenses (including fees and expenses of counsel for the Underwriter) incurred by the Underwriter in connection herewith.

Further Agreements of the Transaction Entities. Each of the Transaction Entities jointly and severally agrees: (a) To prepare the Prospectus in a form approved by the Underwriter Representatives and to file such Prospectus pursuant to Rule 424(b) under the Securities Act not later than the Commission's close of business on the second business day following the execution and delivery of this Agreement or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Securities Act; to make no further amendment or any supplement to the Registration Statement or to the Prospectus except as permitted herein; to advise the UnderwriterRepresentatives, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed and to furnish the Underwriter Representatives with copies thereof; to advise the UnderwriterRepresentatives, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus, of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal; (b) To furnish promptly to the Underwriter Representatives and to counsel for the Underwriter such number of conformed Underwriters five copies as the Underwriter shall reasonably request of the Registration Statement as originally filed with the Commission, and each amendment thereto filed with the Commission, including all consents and exhibits filed therewith or incorporated by reference therein therewith, and all documents incorporated by reference therein; such copies will be identical also furnish to the electronically transmitted Representatives and their counsel such number of conformed copies thereof of the Registration Statement as originally filed with and of each amendment thereto, as the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-TRepresentatives may reasonably request; (c) To deliver promptly to the Underwriter Representatives such number of the following documents as the Underwriter Representatives shall reasonably request: (i) conformed copies of the Registration Statement as originally filed with the Commission and each amendment thereto (in each case excluding exhibits other than this Agreement and the computation of per share earnings) and (ii) each Preliminary Prospectus, the Prospectus and any amended or supplemented Prospectus; and, if the delivery of a prospectus is required by applicable laws or regulations of any governmental authority at any time after the Effective Time and prior to the 270th day after the Effective Date in connection with the offering or sale of the Shares or any other securities relating thereto and if at such time any events shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary to amend or supplement the Prospectus in order to comply with the Securities Act or the Exchange Act, to notify the Underwriter Representatives and, upon its request, to file such document and to prepare and furnish without charge to the each Underwriter and to any dealer in securities as many copies as the Underwriter Representatives may from time to time reasonably request of an amended or supplemented Prospectus which will correct such statement or omission or effect such compliance. The aforementioned documents furnished to the Underwriter will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T; (d) To file promptly with the Commission any amendment to the Registration Statement or the Prospectus or any supplement to the Prospectus that may, in the judgment of the Company or the UnderwriterRepresentatives, be required by the Securities Act or requested by the Commission; (e) Prior to filing with the Commission any amendment to the Registration Statement or supplement to the Prospectus or any Prospectus pursuant to Rule 424 of the Rules and Regulations, to furnish a copy thereof to the Underwriter Representatives and counsel for the Underwriter Underwriters and obtain the consent of the Underwriter Representatives to the filingfiling except where obtaining such consent is impracticable after using reasonable efforts to obtain the consent; (f) The Company will make generally available to its security holders and will deliver to the Underwriter as soon as practicable (it being understood that the Company shall have until at least 45 but no later than 60 days after the end close of the Company's current fiscal quarter) period covered thereby an earnings statement (in form complying with the provisions of Section 11(a) of the Securities Act and Rule 158 of the Rules and Regulations), which need not be certified by independent certified public accountants unless required by the Securities Act or the Rules and Regulations, covering a twelve-twelve- month period commencing after the "effective date" (as defined in said Rule 158) of the Registration Statement; (g) The Company will furnish to each Underwriter, from time to time during the period when the Prospectus is required to be delivered under the Securities Act or the Securities Exchange Act of 1934, as amended (the "Exchange Act"), such number of copies of the Prospectus (as amended or supplemented) as such Underwriter may reasonably request for the purposes contemplated by the Securities Act or the Exchange Act or the respective applicable rules and regulations of the Commission thereunder; (h) For a period of five years following the Effective Date, to furnish to the Underwriter Representatives copies of all materials furnished by the Company to its shareholders stockholders and all public reports and all reports and financial statements furnished by the Company to the principal national securities exchange upon which the Common Shares may be listed pursuant to requirements of or agreements with such exchange or to the Commission pursuant to the Exchange Act or any rule or regulation of the Commission thereunder; (hi) Promptly from time to time to take such action as the Underwriter Representatives may reasonably request to qualify the Shares for offering and sale under the securities, real estate syndication or Blue Sky laws of such jurisdictions as the Underwriter Representatives may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Shares; (ij) To maintain For a period of 180 days from the date of the Prospectus, the Company will not offer for sale, contract to sell, sell or otherwise dispose of, directly or indirectly, (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Common Shares or securities convertible into or exercisable or exchangeable for Common Shares (other than the Shares and shares issued pursuant to the (x) Stock Option Plans, (y) exchanges of Units or (z) acquisitions of real property), or sell or grant options, rights or warrants with respect to any Common Shares (other than the grant of options pursuant to the Stock Option Plans or pursuant to the issuance of Units), without the prior written consent of Xxxxxx Brothers Inc.; (k) Prior to the Effective Date, to apply for the listing of the Common Shares on the New York Stock Exchange, Inc.Inc. and to use its best efforts to complete that listing, subject only to official notice of issuance, prior to the First Delivery Date; (jl) Prior to filing with the Commission any reports on Form SR pursuant to Rule 463 of the Rules and Regulations, to furnish a copy thereof to the counsel for the Underwriters and receive and consider its comments thereon, and to deliver promptly to the Representatives a signed copy of each report on Form SR filed by it with the Commission; (m) To apply take such reasonable steps to ensure that the net proceeds from the sale of the Shares being sold by the Company are applied in accordance a manner that is consistent in all material respects with the description set forth in the Prospectus under the caption "Use of Proceeds"; (kn) To take such steps as shall be necessary to ensure that none neither of the Transaction Entities shall become an "investment company" within the meaning of such term under the Investment Company Act of 1940 and the rules and regulations of the Commission thereunder; (lo) Except as stated in this Agreement and in the Preliminary Prospectus and Prospectus, no neither Transaction Entity has taken, nor will take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Common Shares to facilitate the sale or resale of the Shares; (mp) The Company will use its best efforts to continue to meet the requirements to qualify as a "real estate investment trust" under sections 856-860 of the Code; and (nq) If this Agreement shall be terminated by the Underwriter Underwriters because of any failure or refusal on the part of the Transaction Entities to comply with the terms or fulfill any of the conditions of this Agreement, the Transaction Entities jointly and severally agree to reimburse the Underwriter Representatives for all reasonable out-of-pocket expenses (including fees and expenses of counsel for the UnderwriterUnderwriters) incurred by the Underwriter Representatives in connection herewith.

Further Agreements of the Transaction Entities. Each of the Transaction Entities jointly and severally agrees: (a) To prepare the Prospectus in a form approved by the Underwriter Underwriters and to file such Prospectus pursuant to Rule 424(b) under the Securities Act not later than the Commission's close of business on the second business day following the execution and delivery of this Agreement or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Securities Act; to make no further amendment or any supplement to the Registration Statement or to the Prospectus except as permitted hereinin accordance with Section 5(e) hereof; to advise the UnderwriterUnderwriters, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed and to furnish the Underwriter Underwriters with copies thereof; to advise the UnderwriterUnderwriters, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus, of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal; (b) To furnish promptly to the Underwriter Underwriters and to counsel for the Underwriter Underwriters such number of conformed copies as the Underwriter Underwriters shall reasonably request of the Registration Statement as originally filed with the Commission, and each amendment thereto filed with the Commission, including all consents and exhibits filed therewith or incorporated by reference therein and all documents incorporated by reference therein; such copies will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T; (c) To deliver promptly to the Underwriter Underwriters such number of the following documents as the Underwriter Underwriters shall reasonably request: (i) conformed copies of the Registration Statement as originally filed with the Commission and each amendment thereto (in each case excluding exhibits other than this Agreement) and (ii) each Preliminary Prospectus, the Prospectus and any amended or supplemented Prospectus; and, if the delivery of a prospectus is required at any time after the applicable Effective Time in connection with the offering or sale of the Shares or any other securities relating thereto and if at such time any events shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary to amend or supplement the Prospectus in order to comply with the Securities Act or the Exchange Act, to notify the Underwriter Underwriters and, upon its their request, to file such document and to prepare and furnish without charge to the each Underwriter and to any dealer in securities as many copies as the Underwriter Underwriters may from time to time reasonably request of an amended or supplemented Prospectus which will correct such statement or omission or effect such compliance. The aforementioned documents furnished to the Underwriter Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T;T. (d) To file promptly with the Commission any amendment to the Registration Statement or the Prospectus or any supplement to the Prospectus that may, in the judgment of the Company or counsel for the UnderwriterUnderwriters, be required by the Securities Act or requested by the Commission; (e) Prior to filing with the Commission any amendment to the Registration Statement or supplement to the Prospectus or any Prospectus pursuant to Rule 424 of the Rules and Regulations, to furnish a copy thereof to the Underwriter Underwriters and counsel for the Underwriter and obtain the consent Underwriters within a reasonable period of the Underwriter time prior to the filingfiling thereof, and that filing thereof shall not occur if the Underwriters shall have objected in good faith thereto; (f) The Company will make generally available to its security holders and will deliver to the Underwriter as soon as practicable (it being understood that the Company shall have until at least 45 but no later than 60 days after the end close of the Company's current fiscal quarter) period covered thereby an earnings statement (in form complying with the provisions of Section 11(a) of the Securities Act and Rule 158 of the Rules and Regulations), which need not be certified by independent certified public accountants unless required by the Securities Act or the Rules and Regulations, covering a twelve-month period commencing after the "effective date" (as defined in said Rule 158) of the Registration Statement; (g) For a period of five years following the applicable Effective Date, to furnish to the Underwriter Underwriters copies of all materials furnished by the Company to its shareholders and all public reports and all reports and financial statements furnished by the Company to the principal national securities exchange upon which the Common Shares may be listed pursuant to requirements of or agreements with such exchange or to the Commission pursuant to the Exchange Act or any rule or regulation of the Commission thereunder; (h) Promptly from time to time to take such action as the Underwriter Underwriters may reasonably request to qualify the Shares for offering and sale under the securities, real estate syndication or Blue Sky laws of such jurisdictions as the Underwriter Underwriters may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Shares, except that the Company shall not be required in connection therewith to qualify as a foreign corporation or to execute a consent to service of process in any jurisdiction; (i) To For a period of 90 days from the date of the Prospectus, the Company will not, directly or indirectly, offer for sale, contract to sell, sell or otherwise dispose of any Common Shares or securities convertible into or exercisable or exchangeable for Common Shares in an underwritten offering to the public (other than the Shares and any Units or Common Shares that may be issued in connection with any acquisition of a property), or sell or grant options, rights or warrants with respect to any Common Shares (except pursuant to customary compensation arrangements and employee benefit plans), without the prior written consent of Xxxxxx Brothers Inc.; and to cause Xxxxxxx X. Xxxxx III, Xxxxxx X. Xxxxx, Xxxxxx X. Xxxxxxxx, Xx., Xxxxxx X. Xxxxxxx and Xxxxxx X. Xxxxx, who each own Units or Common Shares, to furnish to the Underwriters, prior to the First Delivery Date, a letter or letters, in form and substance satisfactory to counsel for the Underwriters, pursuant to which each such person shall agree not to, directly or indirectly, offer for sale, sell, contract to sell or otherwise dispose of any Units or Common Shares for a period of 90 days from the date of the Prospectus, without the prior written consent of Xxxxxx Brothers Inc. in each case; (j) The Company will file with the New York Stock Exchange, Inc. all documents and notices required by such exchange of companies that have securities listed on such exchange and will use its best efforts to maintain the listing of the Common Shares on the New York Stock Exchange, Inc.thereon; (jk) To apply the net proceeds from the sale of the Shares being sold by the Company in accordance with the description set forth in the Prospectus under the caption "Use of Proceeds"; (kl) To take such steps as shall be necessary to ensure that none neither the Company nor any of the Transaction Entities its subsidiaries shall become an "investment company" within the meaning of such term under the Investment Company Act of 1940 and the rules and regulations of the Commission thereunder; (lm) Except as stated in this Agreement and in the Preliminary Prospectus and Prospectus, no neither Transaction Entity has taken, nor will take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Common Shares to facilitate the sale or resale of the Shares; (mn) The Company will use its best efforts to continue to meet the requirements to qualify as a "real estate investment trust" under the Code; and (no) If this Agreement shall be terminated by the Underwriter Underwriters because of any failure or refusal on the part of the Transaction Entities to comply with the terms or fulfill any of the conditions of this Agreement, the Transaction Entities jointly and severally agree to reimburse the Underwriter Underwriters for all reasonable out-of-pocket expenses (including fees and expenses of counsel for the UnderwriterUnderwriters) incurred by the Underwriter Underwriters in connection herewith.

Further Agreements of the Transaction Entities. Each of the Transaction Entities jointly and severally agrees: (a) To prepare the Prospectus in a form approved by the Underwriter Underwriters and to file such Prospectus pursuant to Rule 424(b) under the Securities Act not later than the Commission's close of business on the second business day following the execution and delivery of this Agreement or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Securities Act; to make no further amendment or any supplement to the Registration Statement or to the Prospectus except as permitted hereinin accordance with Section 5(e) hereof and except for the Form 8-K; to advise the UnderwriterUnderwriters, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed and to furnish the Underwriter Underwriters with copies thereof; to advise the UnderwriterUnderwriters, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus, of the suspension of the qualification of the Shares Notes for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal; (b) To furnish promptly to the Underwriter Underwriters and to counsel for the Underwriter Underwriters such number of conformed copies as the Underwriter Underwriters shall reasonably request of the Registration Statement as originally filed with the Commission, and each amendment thereto filed with the Commission, including all consents and exhibits filed therewith or incorporated by reference therein and all documents incorporated by reference therein; such copies will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T; (c) To deliver promptly to the Underwriter Underwriters such number of the following documents as the Underwriter Underwriters shall reasonably request: (i) conformed copies of the Registration Statement as originally filed with the Commission and each amendment thereto (in each case excluding exhibits other than this Agreement) and (ii) each Preliminary Prospectus, the Prospectus and any amended or supplemented Prospectus; and, if the delivery of a prospectus is required at any time after the applicable Effective Time in connection with the offering or sale of the Shares Notes or any other securities relating thereto and if at such time any events shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary to amend or supplement the Prospectus in order to comply with the Securities Act or the Exchange Act, to notify the Underwriter Underwriters and, upon its their request, to file such document and to prepare and furnish without charge to the each Underwriter and to any dealer in securities as many copies as the Underwriter Underwriters may from time to time reasonably request of an amended or supplemented Prospectus which will correct such statement or omission or effect such compliance. The aforementioned documents furnished to the Underwriter Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T;T. (d) To file promptly with the Commission any amendment to the Registration Statement or the Prospectus or any supplement to the Prospectus that may, in the judgment of the Company or counsel for the UnderwriterUnderwriters, be required by the Securities Act or requested by the Commission; (e) Prior to filing with the Commission any amendment to the Registration Statement or supplement to the Prospectus or any Prospectus pursuant to Rule 424 of the Rules and Regulations, to furnish a copy thereof to the Underwriter Underwriters and counsel for the Underwriter and obtain the consent Underwriters within a reasonable period of the Underwriter time prior to the filingfiling thereof, and that filing thereof shall not occur if the Underwriters shall have objected in good faith thereto; (f) The Company Operating Partnership will make generally available to its security holders and will deliver to the Underwriter as soon as practicable (it being understood that the Company shall have until at least 45 but no later than 60 days after the end close of the Company's current fiscal quarter) period covered thereby an earnings statement (in form complying with the provisions of Section 11(a) of the Securities Act and Rule 158 of the Rules and Regulations), which need not be certified by independent certified public accountants unless required by the Securities Act or the Rules and Regulations, covering a twelve-month period commencing after the "effective date" (as defined in said Rule 158) of the Registration Statement; (g) For a period of five years following The Company and the Effective Date, Operating Partnership will file any reports required to furnish to the Underwriter copies of all materials be furnished by the Company to its shareholders and all public reports and all reports and financial statements furnished by the Company to the principal national securities exchange upon which the Common Shares may be listed pursuant to requirements of or agreements with such exchange or to the Commission pursuant to the Exchange Act or any rule or regulation of the Commission thereunderthereunder on XXXXX to the extent required to be filed via XXXXX; (h) Promptly from time to time to take such action as the Underwriter Underwriters may reasonably request to qualify the Shares Notes for offering and sale under the securities, securities or real estate syndication or Blue Sky laws of such jurisdictions as the Underwriter Underwriters may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the SharesNotes, except that the Operating Partnership shall not be required in connection therewith to qualify as a foreign corporation or to execute a consent to service of process in any jurisdiction; (i) To maintain Until the listing Delivery Date, neither the Operating Partnership nor the Company will, directly or indirectly, offer for sale, contract to sell, sell or otherwise dispose of, or register for sale under the Securities Act, any debt securities, or sell or grant options, rights or warrants with respect to any debt securities, without the prior written consent of the Common Shares on the New York Stock Exchange, Inc.Underwriters; (j) To apply the net proceeds from the sale of the Shares being sold by the Company Notes in accordance with the description set forth in the Prospectus under the caption "Use of Proceeds"; (k) To take such steps as shall be necessary to ensure that none of the Transaction Entities Company, the Operating Partnership or any of their subsidiaries shall become an "investment company" within the meaning of such term under the Investment Company Act of 1940 and the rules and regulations of the Commission thereunder; (l) Except as stated in this Agreement and in the Preliminary Prospectus Prospectus, if any, and Prospectus, no neither Transaction Entity has taken, nor will take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Common Shares Notes to facilitate the sale or resale of the SharesNotes; (m) The Company will use its best efforts to continue to meet the requirements to qualify as a "real estate investment trust" under the Code; and (n) If this Agreement shall be terminated by the Underwriter Underwriters because of any failure or refusal on the part of the Transaction Entities to comply with the terms or fulfill any of the conditions of this Agreement, the Transaction Entities jointly and severally agree to reimburse the Underwriter Underwriters for all reasonable out-of-pocket expenses (including fees and expenses of counsel for the UnderwriterUnderwriters) incurred by the Underwriter Underwriters in connection herewith.

Further Agreements of the Transaction Entities. Each of the Transaction Entities jointly and severally agreesagrees with each of the Underwriters: (a) To prepare the Prospectus in a form approved by the Underwriter Underwriters and to file such Prospectus pursuant to Rule 424(b) under the Securities Act not later than the Commission's close of business on the second business day following the execution and delivery of this Agreement Agreement, or, if applicable, such earlier time as may be required by Rule 430A(a)(3) under the Securities Act; to make no further amendment or any supplement to the Registration Statement or Prospectus prior to the Prospectus Time of Delivery (except as permitted hereinin accordance with Section 5(e) hereof) which shall be disapproved by the Underwriters promptly after reasonable notice thereof; to advise the UnderwriterUnderwriters, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed and to furnish the Underwriter Underwriters with copies thereof; to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Securities; to advise the UnderwriterUnderwriters, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectusprospectus, of the suspension of the qualification of the Shares Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or the Prospectus prospectus or suspending any such qualification, to promptly use promptly its best efforts to obtain its withdrawalthe withdrawal of such order; (b) To furnish promptly to the Underwriter Underwriters and to counsel for the Underwriter Underwriters such number of conformed copies as the Underwriter Underwriters shall reasonably request of the Registration Statement as originally filed with the Commission, and each amendment thereto filed with the Commission, including all consents and exhibits filed therewith or incorporated by reference therein and all documents incorporated by reference therein; such copies will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T; (c) To deliver promptly Prior to 5:00 P.M., New York City time, on the Underwriter New York Business Day (as defined below) next succeeding the date of this Agreement and from time to time, to furnish the Underwriters with such number of written and electronic copies of the following documents as the Underwriter Underwriters shall reasonably request: (i) conformed copies of the Registration Statement as originally filed with the Commission and each amendment thereto (in each case excluding exhibits other than this Agreement) and (ii) each Preliminary Prospectus, the Prospectus and any amended or supplemented Prospectus; and, if the delivery of a prospectus is required at any time after the applicable Effective Time in connection with the offering or sale of the Shares or any other securities relating thereto Securities and if at such time any events event shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary to amend or supplement the Prospectus or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the Securities Act, the Exchange Act or the Exchange Trust Indenture Act, to notify the Underwriter Underwriters and, upon its their request, to file such document and to prepare and furnish without charge to the each Underwriter and to any dealer in securities as many written and electronic copies as the Underwriter Underwriters may from time to time reasonably request of an amended or supplemented Prospectus which will correct such statement or omission or effect such compliance. The aforementioned documents furnished to the Underwriter Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T; (d) To file promptly with the Commission any amendment to the Registration Statement or the Prospectus or any supplement to the Prospectus that may, T. As used in the judgment of the Company or the Underwriter, be required by the Securities Act or requested by the Commission; (e) Prior to filing with the Commission any amendment to the Registration Statement or supplement to the Prospectus or any Prospectus pursuant to Rule 424 of the Rules and Regulations, to furnish a copy thereof to the Underwriter and counsel for the Underwriter and obtain the consent of the Underwriter to the filing; (f) The Company will make generally available to its security holders and will deliver to the Underwriter as soon as practicable (it being understood that the Company shall have until at least 45 days after the end of the Company's current fiscal quarter) an earnings statement (in form complying with the provisions of Section 11(a) of the Securities Act and Rule 158 of the Rules and Regulations), which need not be certified by independent certified public accountants unless required by the Securities Act or the Rules and Regulations, covering a twelve-month period commencing after the "effective date" (as defined in said Rule 158) of the Registration Statement; (g) For a period of five years following the Effective Date, to furnish to the Underwriter copies of all materials furnished by the Company to its shareholders and all public reports and all reports and financial statements furnished by the Company to the principal national securities exchange upon which the Common Shares may be listed pursuant to requirements of or agreements with such exchange or to the Commission pursuant to the Exchange Act or any rule or regulation of the Commission thereunder; (h) Promptly from time to time to take such action as the Underwriter may reasonably request to qualify the Shares for offering and sale under the securities, real estate syndication or Blue Sky laws of such jurisdictions as the Underwriter may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Shares; (i) To maintain the listing of the Common Shares on the New York Stock Exchange, Inc.; (j) To apply the net proceeds from the sale of the Shares being sold by the Company in accordance with the description set forth in the Prospectus under the caption "Use of Proceeds"; (k) To take such steps as shall be necessary to ensure that none of the Transaction Entities shall become an "investment company" within the meaning of such term under the Investment Company Act of 1940 and the rules and regulations of the Commission thereunder; (l) Except as stated in this Agreement and in the Preliminary Prospectus and Prospectus, no Transaction Entity has taken, nor will take, directly or indirectly, any action designed to or that might reasonably be expected to cause or result in stabilization or manipulation of the price of the Common Shares to facilitate the sale or resale of the Shares; (m) The Company will use its best efforts to continue to meet the requirements to qualify as a "real estate investment trust" under the Code; and (n) If this Agreement shall be terminated by the Underwriter because of any failure or refusal on the part of the Transaction Entities to comply with the terms or fulfill any of the conditions of this Agreement, the Transaction Entities jointly "New York Business Day" shall mean each Monday, Tuesday, Wednesday, Thursday and severally agree Friday which is not a day on which banking institutions in New York are generally authorized or obligated by law or executive order to reimburse the Underwriter for all reasonable out-of-pocket expenses (including fees and expenses of counsel for the Underwriter) incurred by the Underwriter in connection herewith.close;