Common use of Purchase Sale and Delivery of the Securities Clause in Contracts

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Operating Partnership agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Operating Partnership, at the purchase price specified in Schedule 1 hereto, the number of Securities set forth opposite the name of such Underwriter in Schedule 2 hereto. One or more certificates in definitive form for the Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Operating Partnership at least 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Operating Partnership to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor to the Operating Partnership in such funds as are specified in Schedule 1 hereto. Such delivery of and payment for the Securities shall be made at the date, time and place identified in Schedule 1 hereto, or at such other date, time or place as the Representatives and the Operating Partnership may agree upon or as the Representatives may determine pursuant to Section 8 hereof, such date and time of delivery against payment being herein referred to as the “Closing Date”. The Operating Partnership will make such certificate or certificates for the Securities available for checking and packaging by the Representatives at the offices in New York, New York of the Operating Partnership’s transfer agent or registrar or warrant agent or of Citigroup Global Markets Inc. at least 24 hours prior to the Closing Date. (b) It is understood that any of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, (i) the Operating Partnership Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Operating PartnershipCompany, at a purchase price of $_______ per share less the Underwriter's discount of 7% of the purchase price specified in Schedule 1 heretoprice, the number of Firm Securities set forth opposite the name of such Underwriter in Schedule 2 1 hereto. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and all in such denomination or denominations and registered in such name or names as the Representatives request requests upon notice to the Operating Partnership Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Operating Partnership Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by certified or official bank check or checks drawn upon or by a Chicago Clearing House bank and payable in next-day funds or, at the option of the Representatives, by wire transfer and payable in same-day funds (in which case the Company shall reimburse to the Operating Partnership Underwriters the one day's interest that would have accrued on such purchase price had the purchase price been paid in next-day funds, such funds interest based on the broker call rate as are specified reported in Schedule 1 heretothe Wall Street Journal) to the order of the Company. Such delivery of and payment for the Firm Securities shall be made at the dateoffices of H.D. Broux & Xo., time and place identified in Schedule 1 heretoInc., 2700 X. Xxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000, xx 9:30 A.M., local time, on __________________, 1997, or at such other dateplace, time or place date as the Representatives and the Operating Partnership Company may agree upon or as the Representatives may determine pursuant to Section 8 9 hereof, such time and date and time of delivery against payment being herein referred to as the “"Firm Closing Date”. ." The Operating Partnership Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives at the offices in New York, New York or Chicago, Illinois of the Operating Partnership’s Company's transfer agent or registrar or warrant agent or of Citigroup Global Markets Inc. their correspondent at least 24 hours prior to the Firm Closing Date. (b) It is understood that For the purpose of covering any over-allotments in connection with the distribution and sale of youthe Firm Securities as contemplated by the Prospectus, individually the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as one the price per share for the Firm Securities set forth above in paragraph (a) of this Section 3, plus if the purchase and sale of any Option Securities takes place after the Firm Closing Date and after the Firm Securities are trading "ex-dividend," an amount equal to the dividend payable on such Option Securities. The option granted hereby may be exercised as to all or any part of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Option Securities from time to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.time within

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Operating Partnership Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Operating PartnershipCompany, at the a purchase price specified in Schedule 1 heretoof $20.79 per share, the number of Firm Securities set forth opposite the name of such Underwriter in Schedule 2 1 hereto. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Operating Partnership Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Operating Partnership Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds (the "Wired Funds") to the Operating Partnership in such funds as are specified in Schedule 1 heretoaccount of the Company. Such delivery of and payment for the Firm Securities shall be made at the dateoffices of Messrs. Xxxxxx & Xxxxxx L.L.P., time and place identified in Schedule 1 hereto0000 Xxxxxx, Houston, Texas 77002, at 9:30 a.m., New York time, on June 22, 1999, or at such other dateplace, time or place date as the Representatives and the Operating Partnership Company may agree upon or as the Representatives may determine pursuant to Section 8 9 hereof, such time and date and time of delivery against payment being herein referred to as the “"Firm Closing Date”". The Operating Partnership Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives at the offices in New York, New York of the Operating Partnership’s Company's transfer agent or registrar or warrant agent or of Citigroup Global Markets Inc. Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date. (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 3. The option granted hereby may be exercised as to all or any part of the Option Securities from time to time within thirty days after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives and the Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, is herein called the "Option Closing Date" with respect to such Option Securities. Upon exercise of the option as provided herein, the Company shall become obligated to sell to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligated to purchase from the Company, the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional Shares. If the option is exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 3, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph (b), to refer to such Option Securities and Option Closing Date, respectively. (c) The Company hereby acknowledges that the wire transfer by or on behalf of the Underwriters of the purchase price for any Shares does not constitute closing of a purchase and sale of the Shares. Only execution and delivery of a receipt for Shares by the Underwriters indicates completion of the closing of a purchase of the Shares from the Company. Furthermore, in the event that the Underwriters wire funds to the Company prior to the completion of the closing of a purchase of Shares, the Company hereby acknowledges that until the Underwriters execute and deliver a receipt for the Shares, by facsimile or otherwise, the Company will not be entitled to the wired funds and shall return the wired funds to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Shares is not completed and the wire funds are not returned by the Company to the Underwriters on the same day the wired funds were received by the Company, the Company agrees to pay to the Underwriters in respect of each day the wire funds are not returned by it, in same-day funds, interest on the amount of such wire funds in an amount representing the Underwriters' cost of financing as reasonably determined by Prudential Securities Incorporated. (d) It is understood that any of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Operating Partnership Issuer agrees to issue and sell to each of the several Underwriters, and each of the UnderwritersUnderwriter, acting severally and not jointly, agrees to purchase from the Operating Partnership, at the purchase price specified in Schedule 1 heretopurchase, the number of Securities Notes in the respective principal amounts set forth opposite such Underwriter’s name on Schedule 1 hereto from the name Issuer at 99.35% of such Underwriter in Schedule 2 heretotheir principal amount. One or more certificates in definitive form for the Securities Notes that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives Underwriters request upon notice to the Operating Partnership Issuer at least 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Operating Partnership Issuer to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Issuer shall specify prior to the Operating Partnership in Closing Date, or by such funds means as are specified in Schedule 1 heretothe parties hereto shall agree prior to the Closing Date. Such delivery Delivery of the Notes shall be made through the facilities of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct, and payment for the Securities shall be made at the dateoffices of Xxxxxxx Xxxx & Xxxxxxxxx LLP, time and place identified in Schedule 1 hereto000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on February 13, 2015, or at such other dateplace, time or place date as the Representatives Underwriters, on the one hand, and the Operating Partnership Issuer, on the other hand, may agree upon or as the Representatives may determine pursuant to Section 8 hereofupon, such time and date and time of delivery against payment being herein referred to as the “Closing Date”. .” The Operating Partnership Issuer will make such certificate or certificates for the Securities available for checking and packaging by the Representatives Underwriters at the offices of DTC or its designated custodian in New York, New York, or at such other place as Deutsche Bank Securities Inc. may designate, not later than 1:00 P.M., New York of City time, on the Operating Partnership’s transfer agent or registrar or warrant agent or of Citigroup Global Markets Inc. at least 24 hours day prior to the Closing Date. (b) It is understood that any of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Operating Partnership agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Operating Partnership, at the purchase price specified in Schedule 1 hereto, the number of Securities set forth opposite the name of such Underwriter in Schedule 2 hereto. One or more certificates in definitive form for the Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Operating Partnership at least 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Operating Partnership to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor to the Operating Partnership in such funds as are specified in Schedule 1 hereto. Such delivery of and payment for the Securities shall be made at the date, time and place identified in Schedule 1 hereto, or at such other date, time or place as the Representatives and the Operating Partnership may agree upon or as the Representatives may determine pursuant to Section 8 hereof, such date and time of delivery against payment being herein referred to as the “"Closing Date”". The Operating Partnership will make such certificate or certificates for the Securities available for checking and packaging by the Representatives at the offices in New York, New York of the Operating Partnership’s 's transfer agent or registrar or warrant agent or of Citigroup Global Markets Inc. at least 24 hours prior to the Closing Date. (b) It is understood that any of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Operating Partnership Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Operating PartnershipCompany, at the purchase price specified in Schedule 1 hereto, the number of Firm Securities set forth opposite the name of such Underwriter in Schedule 2 hereto. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Operating Partnership Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Operating Partnership Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor to the Operating Partnership Company in such funds as are specified in Schedule 1 hereto. Such delivery of and payment for the Firm Securities shall be made at the date, time and place identified in Schedule 1 hereto, or at such other date, time or place as the Representatives and the Operating Partnership Company may agree upon or as the Representatives may determine pursuant to Section 8 hereof, such date and time of delivery against payment being herein referred to as the “"Firm Closing Date”". The Operating Partnership Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives at the offices in New York, New York of the Operating Partnership’s Company's transfer agent or registrar or warrant agent or of Citigroup Global Markets Inc. Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date. (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus and any Integrated Prospectus, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth in Schedule 1 to this Agreement, plus, if the purchase and sale of any Option Securities takes place after the Firm Closing Date and after the Firm Securities are trading "ex-dividend", an amount equal to the dividends payable on such Option Securities. The option granted hereby may be exercised as to all or any part of the Option Securities from time to time within thirty days after the date of the Prospectus or any Integrated Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives and the Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, is herein called the "Option Closing Date" with respect to such Option Securities. Upon exercise of the option as provided herein, the Company shall become obligated to sell to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligated to purchase from the Company the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional shares. If the option is exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 3 and Schedule 1 to this Agreement, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph (b), to refer to such Option Securities and Option Closing Date, respectively. (c) It is understood that any of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, warranties and agreements and covenants herein contained and subject to the terms and conditions herein set forthforth herein, the Operating Partnership Company agrees to issue and sell to each of the several Underwriters, and each of the UnderwritersUnderwriters agrees, severally and not jointly, agrees to purchase from the Operating Partnership, at the purchase price specified in Schedule 1 heretoCompany, the respective number of Securities Depositary Shares set forth opposite the such Underwriter’s name of such Underwriter in Schedule 2 heretoI hereto at a purchase price per Depositary Share of $24.723125 (the “Purchase Price”). One The Purchase Price represents a blended rate of $24.75 per Depositary Share in respect of 19,000,000 Depositary Shares sold to institutional investors and $24.2125 per Depositary Share in respect of 1,000,000 Depositary Shares sold to retail investors. (b) The Company will deliver the Depositary Shares to or more certificates in definitive form for the Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Operating Partnership at least 48 hours prior to the Closing Date, shall be delivered instructed by or on behalf of the Operating Partnership to the Representatives for the respective accounts of the Underwriters, several Underwriters in a form reasonably acceptable to the Representatives against payment by or on behalf of the Purchase Price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the purchase price therefor to Company at the Operating Partnership in office of Cravath, Swaine & Xxxxx LLP on the Closing Date. The time and date of such funds as are specified in Schedule 1 hereto. Such delivery of and payment for the Securities shall be made at the date10:00 a.m., time and place identified in Schedule 1 heretoNew York time, on April 11, 2016, or at such other date, time or place not later than seven full business days thereafter as the Representatives and the Operating Partnership may agree upon or as the Representatives may determine pursuant to Section 8 hereofCompany determine, such date and time of delivery against payment being herein referred to as the “Closing Date”. The Operating Partnership Depositary Shares to be delivered or evidence of their issuance will make such certificate or certificates for the Securities be made available for checking and packaging by the Representatives at the offices in New York, New York office of the Operating Partnership’s transfer agent Depository Trust Company (“DTC”) or registrar or warrant agent or of Citigroup Global Markets Inc. its designated custodian at least 24 hours prior to the Closing Date. . For purposes of Rule 15c6-1 under the Exchange Act, the Closing Date (bif later than the otherwise applicable settlement date) It is understood that any shall be the settlement date for payment of you, individually funds and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any delivery of the Securities sold pursuant to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunderthe offering.

Purchase Sale and Delivery of the Securities. (a) On the basis --------------------------------------------- of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Operating Partnership Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Operating Partnership, at the purchase price specified in Schedule 1 heretoCompany, the number principal amount of Securities set forth opposite the name of such Underwriter in Schedule 2 hereto1 hereto at an aggregate purchase price of $51,144,113, plus accrued interest, if any, from December 23, 1998 to the date of delivery of the Securities. One or more certificates in definitive form for the Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives Underwriters request upon notice to the Operating Partnership Company at least 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Operating Partnership Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor to the Operating Partnership in such funds as are specified in Schedule 1 heretoby wire transfer. Such delivery of and payment for the Securities shall be made at the dateoffices of Shearman & Sterling, time and place identified in Schedule 1 hereto000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 9:30 a.m., New York time, on December 23, 1998, or at such other dateplace, time or place date as the Representatives Underwriters and the Operating Partnership Company may agree upon or as the Representatives Underwriters may determine pursuant to Section 8 9 hereof, such time and date and time of delivery against payment being herein referred to as the “"Closing Date”. ." The Operating Partnership Company will make such certificate or certificates for the Securities available for checking and packaging by the Representatives Underwriters at the offices in New York, New York of the Operating Partnership’s transfer agent or registrar or warrant agent Trustee or of Citigroup Global Markets Inc. Prudential Securities Incorporated at least 24 hours prior to the Closing Date. (b) It is understood that any of you, individually and not as one of the RepresentativesUnderwriters, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Operating Partnership Trust agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Operating PartnershipTrust, at the a purchase price specified in Schedule 1 heretoof $[ ] per share, the number of Firm Securities set forth opposite the name of such Underwriter in Schedule 2 1 hereto. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Operating Partnership Trust at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Operating Partnership Trust to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds (the "Wired Funds") to the Operating Partnership in such funds as are specified in Schedule 1 heretoaccount of the Trust. Such delivery of and payment for the Firm Securities shall be made at the dateoffices Skadden, time and place identified in Schedule 1 heretoArps, Slate, Xxxxxxx & Xxxx LLP, 0 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 9:30 A.M., New York time, on February [ ], 2003, or at such other dateplace, time or place date as the Representatives and the Operating Partnership Trust may agree upon or as the Representatives may determine pursuant to Section 8 9 hereof, such time and date and time of delivery against payment being herein referred to as the “"Firm Closing Date”". The Operating Partnership Trust will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives at the offices in New York, New York of the Operating Partnership’s Trust's transfer agent or registrar or warrant agent or of Citigroup Global Markets Inc. Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date. (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Trust hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 3. The option granted hereby may be exercised as to all or any part of the Option Securities from time to time within 45 days after the date of the Prospectus (or, if such 45th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Trust setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives and Trust may agree upon or as the Representatives may determine pursuant to Section 9 hereof, is herein called the "Option Closing Date" with respect to such Option Securities. Upon exercise of the option as provided herein, the Trust shall become obligated to sell to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligated to purchase from the Trust, the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional shares. If the option is exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 3, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph (b), to refer to such Option Securities and Option Closing Date, respectively. (c) The Trust hereby acknowledges that the wire transfer by or on behalf of the Underwriters of the purchase price for any Shares does not constitute closing of a purchase and sale of the Shares. Only execution and delivery of a receipt for Shares by the Underwriters indicates completion of the closing of a purchase of the Shares from the Trust. Furthermore, in the event that the Underwriters wire funds to the Trust prior to the completion of the closing of a purchase of Shares, the Trust hereby acknowledges that until the Underwriters execute and deliver a receipt for the Shares, by facsimile or otherwise, the Trust will not be entitled to the Wired Funds and shall return the Wired Funds to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Shares is not completed and the Wired Funds are not returned by the Trust to the Underwriters on the same day the Wired Funds were received by the Trust, the Trust agrees to pay to the Underwriters in respect of each day the Wired Funds are not returned by it, in same-day funds, interest on the amount of such Wired Funds in an amount representing the Underwriters' cost of financing as reasonably determined by Prudential Securities Incorporated. (d) It is understood that any of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, covenants and agreements and covenants herein contained and contained, but subject to the terms and conditions herein set forth, (i) the Operating Partnership agrees Issuers hereby agree to issue and sell the Securities to the Underwriters and (ii) each of the Underwriters, and each of the UnderwritersUnderwriter hereby agrees, severally and not jointly, agrees to purchase from the Operating PartnershipIssuers, at the purchase price specified set forth in Schedule 1 I hereto, the number principal amount of the Securities set forth opposite the name of such Underwriter Underwriter's name in Schedule 2 II hereto. One or more certificates in definitive form Delivery of and payment for the Securities that shall be made on the several Underwriters have agreed to purchase hereunder, date and the time specified in Schedule I hereto or at such denomination time or denominations and registered in such name or names later date not more than three Business Days after the foregoing date as the Underwriters shall designate, which date and time may be postponed by agreement between the Representatives request upon notice to and the Operating Partnership at least 48 hours prior to Issuers or as provided in Section 9 hereof (such date and time of delivery and payment for the Securities being herein called the "Closing Date, "). Delivery of the Securities shall be delivered by or on behalf of the Operating Partnership made to the Representatives for the respective accounts of the Underwriters, several Underwriters against payment by or on behalf of the several Underwriters through the Representatives of the purchase price therefor thereof to or upon the Operating Partnership in such order of the Company by wire transfer of immediately available funds as are specified in Schedule 1 hereto. Such delivery of and payment for the Securities shall to an account or accounts to be made at the date, time and place identified in Schedule 1 hereto, or at such other date, time or place as the Representatives and the Operating Partnership may agree upon or as the Representatives may determine pursuant to Section 8 hereof, such date and time of delivery against payment being herein referred to as the “Closing Date”. The Operating Partnership will make such certificate or certificates for the Securities available for checking and packaging designated by the Representatives at the offices in New York, New York of the Operating Partnership’s transfer agent or registrar or warrant agent or of Citigroup Global Markets Inc. Issuers at least 24 hours one business day prior to the Closing Date. (b) It is understood that any . The Securities shall be registered in such name or names and in such authorized denominations as the Representatives may request in writing at least two full business days prior to the Closing Date. The Issuers will permit the Representatives to examine and package such Securities for delivery at least one full business day prior to the Closing Date. Each of youthe Underwriters hereby, individually severally and not as one jointly, represents and warrants to, and agrees with, the Issuers that it will, during its initial distribution of the RepresentativesSecurities, may (but shall not be obligated to) make payment on behalf of furnish to each person to whom it sells any Underwriter or Underwriters for any Securities a copy of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunderProspectus.

Purchase Sale and Delivery of the Securities. (a) On The Company agrees to issue and sell the Securities to the Underwriters named in the Underwriting Agreement, and each Underwriter, on the basis of the representations, warranties, warranties and agreements and covenants set forth herein contained and subject to the terms and conditions herein set forthforth herein, the Operating Partnership agrees to issue and sell to each of the Underwriters, and each of the Underwritersagrees, severally and not jointly, agrees to purchase from the Operating Partnership, at Company the purchase price specified in Schedule 1 hereto, the number respective principal amount of Securities set forth opposite such Underwriter’s name in the name of such Underwriter in Schedule 2 hereto. One or more certificates in definitive form for the Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Operating Partnership Underwriting Agreement at least 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Operating Partnership to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor to set forth in the Operating Partnership in such funds as are specified in Schedule 1 hereto. Such Underwriting Agreement. (b) Payment for and delivery of and payment for the Securities shall will be made at the date, time and place identified set forth in Schedule 1 hereto, or at the Underwriting Agreement. The time and date of such other date, time or place as the Representatives payment and the Operating Partnership may agree upon or as the Representatives may determine pursuant to Section 8 hereof, such date and time of delivery against payment being herein is referred to herein as the “Closing Date.”. (c) The Operating Partnership will make such certificate or certificates for Company acknowledges and agrees that the Underwriters named in the Underwriting Agreement are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to any offering of Securities available for checking and packaging by contemplated hereby (including in connection with determining the Representatives at the offices in New York, New York terms of the Operating Partnership’s transfer agent or registrar or warrant agent or of Citigroup Global Markets Inc. at least 24 hours prior to the Closing Date. (boffering) It is understood that any of you, individually and not as one a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, no such Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the Representativestransactions contemplated hereby, may (but and such Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by such Underwriters named in the Underwriting Agreement of the Company, the transactions contemplated thereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunderCompany.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Operating Partnership Trust agrees to issue and sell to each of the UnderwritersUnderwriter, and each of the Underwriters, severally and not jointly, Underwriter agrees to purchase from the Operating PartnershipTrust, at the a purchase price specified in Schedule 1 heretoof $21.82 per share, the number of Securities set forth opposite the name of such Underwriter in Schedule 2 heretoFirm Securities. One or more certificates in definitive form for the Firm Securities that the several Underwriters have Underwriter has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request Underwriter requests upon notice to the Operating Partnership Trust at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Operating Partnership Trust to the Representatives for the respective accounts account of the UnderwritersUnderwriter, against payment by or on behalf of the Underwriters Underwriter of the purchase price therefor by wire transfer in same-day funds (the "Wired Funds") to the Operating Partnership in such funds as are specified in Schedule 1 heretoaccount of the Trust. Such delivery of and payment for the Firm Securities shall be made at the dateoffices of Battle Xxxxxx LLP, time and place identified in Schedule 1 hereto00 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 9:30 A.M., New York time, on October 6, 1997, or at such other dateplace, time or place date as the Representatives Underwriter and the Operating Partnership Trust may agree upon or as the Representatives may determine pursuant to Section 8 hereofupon, such time and date and time of delivery against payment being herein referred to as the “"Firm Closing Date”. ." The Operating Partnership Trust will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives Underwriter at the offices in New York, New York of the Operating Partnership’s Trust's transfer agent or registrar or warrant agent or of Citigroup Global Markets Inc. the Underwriter at least 24 hours prior to the Firm Closing Date. (b) It For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Trust hereby grants to the Underwriter an option to purchase the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 3. The option granted hereby may be exercised as to all or any part of the Option Securities from time to time within thirty days after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is understood that open for trading). The Underwriter shall not be under any obligation to purchase any of you, individually the Option Securities prior to the exercise of such option. The Underwriter may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Trust setting forth the aggregate principal amount of Option Securities as to which the Underwriter is then exercising the option and not as one the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives, may (Underwriter but shall not be earlier than two business days or later than five business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time or such other date as the Underwriter and the Trust may agree upon, is herein called the "Option Closing Date" with respect to such Option Securities. Upon exercise of the option as provided herein, the Trust shall become obligated toto sell to the Underwriter, and, subject to the terms and conditions herein set forth, the Underwriter shall become obligated to purchase from the Trust, the same percentage of the total number of the Option Securities as to which the Underwriter is then exercising the option. If the option is exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) make payment of this Section 3, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph (b), to refer to such Option Securities and Option Closing Date, respectively. (c) The Trust hereby acknowledges that the wire transfer by or on behalf of any the Underwriter or Underwriters of the purchase price for any Securities does not constitute closing of a purchase and sale of the Securities. Only execution and delivery of a receipt for Securities by the Underwriter indicates completion of the closing of a purchase of the Securities from the Trust. Furthermore, in the event that the Underwriter wires funds to the Trust prior to the completion of the closing of a purchase of Securities, the Trust hereby acknowledges that until the Underwriter executes and delivers a receipt for the Securities, by facsimile or otherwise, the Trust will not be purchased entitled to the wired funds and shall return the wired funds to the Underwriter as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Securities is not completed and the wire funds are not returned by the Trust to the Underwriter on the same day the wired funds were received by the Trust, the Trust agrees to pay to the Underwriter in respect of each day the wire funds are not returned by it, in same-day funds, interest on the amount of such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any wire funds in an amount representing the Underwriter's cost of its or their obligations hereunderfinancing as reasonably determined by the Underwriter.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Operating Partnership Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Operating PartnershipCompany, at the a purchase price specified in Schedule 1 heretoof $14.5825 per share, the number of Firm Securities set forth opposite the name of such Underwriter in Schedule 2 1 hereto. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Operating Partnership Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Operating Partnership Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor thereof by wire transfer in same day funds (the "Wired Funds") to the Operating Partnership in such funds as are specified in Schedule 1 heretoaccount of the Company. Such delivery of and payment for the Firm Securities shall be made at the dateoffices of Xxxxx & Xxxxxxx L.L.P., time and place identified in Schedule 1 hereto000 Xxxxxxxxxx Xxxxxx X.X., Xxxxxxxxxx X.X. 00000 at 9:30 A.M., New York time, on March 25, 1998, or at such other dateplace, time or place date as the Representatives and the Operating Partnership Company may agree upon or as the Representatives may determine pursuant to Section 8 hereofupon, such time and date and time of delivery against payment being herein referred to as the “"Firm Closing Date”". The Operating Partnership Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives at the offices in New York, New York of the Operating Partnership’s Company's transfer agent or registrar or warrant agent or of Citigroup Global Markets Inc. Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date. (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 3, plus if the purchase and sale of any Option Securities takes place after the Firm Closing Date and after the Firm Securities are trading "ex-dividend", an amount equal to the dividend payable on such Option Securities. The option granted hereby may be exercised as to all or any part of the Option Securities from time to time within 30 days after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company setting forth the aggregate principal amount of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives and the Company may agree upon or as the Representatives may determine, is herein called the "Option Closing Date" with respect to such Option Securities. Upon exercise of the option as provided herein, subject to the terms and conditions herein set forth, the Company shall become obligated to sell to each of the several Underwriters, 11 and each of the Underwriters (severally and not jointly) shall become obligated to purchase from the Company, the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional shares. If the option is exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 3, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph (b), to refer to such Option Securities and Option Closing Date, respectively. (c) The Company hereby acknowledges that the wire transfer by or on behalf of the Underwriters of the purchase price for any Securities does not constitute closing of a purchase and sale of the Securities. Only execution and delivery of a receipt for Securities by the Underwriters indicates completion of the closing of a purchase of the Securities from the Company. Furthermore, in the event that the Underwriters wire funds to the Company prior to the completion of the closing of a purchase of Securities, the Company hereby acknowledges that until the Underwriters execute and deliver a receipt for the Securities, by facsimile or otherwise, the Company will not be entitled to the Wired Funds and shall return the Wired Funds to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Securities is not completed and the Wired Funds are not returned by the Company to the Underwriters on the same day the Wired Funds were received by the Company, the Company agrees to pay to the Underwriters in respect of each day the wire funds are not returned by it, in same-day funds, interest on the amount of such wire funds in an amount representing the Underwriters' cost of financing as reasonably determined by Prudential Securities Incorporated. (d) It is understood that any either of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Operating Partnership Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Operating PartnershipCompany, at the a purchase price specified in Schedule 1 heretoof $_____ per share, the number of Firm Securities set forth opposite the name of such Underwriter in Schedule 2 1 hereto. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Operating Partnership Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Operating Partnership Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds (the "Wired Funds") to the Operating Partnership in such funds as are specified in Schedule 1 heretoaccount of the Company. Such delivery of and payment for the Firm Securities shall be made at the dateoffices of Skadden, time and place identified in Schedule 1 heretoArps, Slate, Xxxxxxx & Xxxx XXX, Palo Alto, California 94301, at 9:30 A.M., New York time, on __________, 1999, or at such other dateplace, time or place date as the Representatives and the Operating Partnership Company may agree upon or as the Representatives may determine pursuant to Section 8 11 hereof, such time and date and time of delivery against payment being herein referred to as the “"Firm Closing Date”". The Operating Partnership Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives at the offices in New York, New York of the Operating Partnership’s Company's transfer agent or registrar or warrant agent or of Citigroup Global Markets Inc. Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date. (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company and the Selling Securityholders hereby grant to the several Underwriters an option to purchase, severally and not jointly, the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 4. The option granted hereby may be exercised as to all or any part of the Option Securities from time to time within (thirty) days after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company and the Selling Securityholders setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives and Company may agree upon or as the Representatives may determine pursuant to Section 11 hereof, is herein called the "Option Closing Date" with respect to such Option Securities. The obligation of each Underwriter to the Company and each of the Selling Securityholders shall be to purchase from the Company and the Selling Securityholders that number of shares of the Option Securities which represents the same proportion of the total number of shares of the Option Securities to be sold by each of the Company and the Selling Securityholders pursuant to this Agreement as the number of shares of the Option Securities set forth opposite the name of such Underwriter in Schedule I hereto represents of the total number of shares of Option Securities to be purchased by all Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable to avoid fractional shares. If the option is exercised as to a portion of the Option Securities, the obligation of each Underwriter shall be to purchase such Option Securities from the Company, and any remaining portion shall be purchased from the Selling Securityholders in that number of shares which represents the same proportion of the total number of shares of the Option Securities to be sold by the Selling Securityholders pursuant to this Agreement as the number of shares of the Option Securities set forth opposite the name of each such Selling Securityholder in Schedule 3. In entering into this Agreement, each Underwriter is contracting severally and not jointly; except as provided in Section 11, the agreement of each Underwriter is to purchase only the respective number of shares of the Option Securities as specified in Schedule 1. If the option is exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 4, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph (b), to refer to such Option Securities and Option Closing Date, respectively. (c) Each of the Company and the Selling Securityholders hereby acknowledges that the wire transfer by or on behalf of the Underwriters of the purchase price for any Shares does not constitute closing of a purchase and sale of the Shares. Only execution and delivery of a receipt for Shares by the Underwriters indicates completion of the closing of a purchase of the Shares from the Company and the Selling Securityholders . Furthermore, in the event that the Underwriters wire funds to the Company or the Selling Securityholders prior to the completion of the closing of a purchase of Shares, each of the Company and the Selling Securityholders hereby acknowledges that until the Underwriters execute and deliver a receipt for the Shares, by facsimile or otherwise, the Company or the Selling Securityholder, as the case may be, will not be entitled to the Wired Funds and shall return the Wired Funds to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Shares is not completed and the Wired Funds are not returned by the Company or the Selling Securityholders to the Underwriters on the same day the Wired Funds were received by such party, such party agrees to pay to the Underwriters in respect of each day the Wired Funds are not returned by it, in same-day funds, interest on the amount of such Wired Funds in an amount representing the Underwriters' cost of financing as reasonably determined by Prudential Securities Incorporated. (d) It is understood that any of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Operating Partnership Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Operating PartnershipCompany, at the a purchase price specified of $19.00 per Unit, which represents the public offering price set forth in Schedule 1 heretothe Prospectus less an underwriting discount of ten percent (10%), the number of Firm Securities set forth opposite the name of such Underwriter in Schedule 2 I hereto. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Operating Partnership Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Operating Partnership Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds (the "Wired Funds") to the Operating Partnership in such funds as are specified in Schedule 1 heretoaccount of the Company. Such delivery of and payment for the Firm Securities shall be made at the dateoffices of Drinker Biddle & Reath LLP, time and place identified in Schedule 1 heretoOne Logax Xxxare, Xxxxxdelphia, XX 00000 xx 9:30 A.M., New York time, on __________, 2002, or at such other dateplace, time or place date as the Representatives and the Operating Partnership Company may agree upon or as the Representatives may determine pursuant to Section 8 9 hereof, all in accordance with Rule 15c6-1 of the Exchange Act (as defined in Section 8 herein), such time and date and time of delivery against payment being herein referred to as the “"Firm Closing Date”". The Operating Partnership Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives at the offices in New York, New York of the Operating Partnership’s Company's transfer agent or registrar or warrant agent or of Citigroup Global Markets Inc. at least 24 hours prior to the Firm Closing Date. (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Securities (the "Over-Allotment Option"). The purchase price to be paid for any Option Securities shall be the same price per Unit as the price per Unit for the Firm Securities set forth above in paragraph (a) of this Section 3. The option granted hereby may be exercised as to all or any part of the Option Securities from time to time within forty-five days after the date of the Prospectus (or, if such 45th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq Small Cap Market (as defined in Section 5(m) herein) is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option if such exercise occurs. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives and Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, is herein called the "Option Closing Date" with respect to such Option Securities, and together with the Firm Closing Date, the "Closing Dates." Upon exercise of the option as provided herein, the Company shall become obligated to sell to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters, severally and not jointly, shall become obligated to purchase from the Company, the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representatives in such manner as it deems advisable to avoid fractional shares. If the option is exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 3, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph (b), to refer to such Option Securities and Option Closing Date, respectively. (c) In connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company hereby grants to the Representatives, in consideration for a payment of $2,500, the right to receive on the Firm Closing Date and the Unit Purchase Option. The Unit Purchase Option will be exercisable into a maximum of 32,500 Units for a five-year period, commencing one year after the effective date of the Registration Statement, at an exercise price of $21.43 per Unit. (d) The Company hereby acknowledges that the wire transfer by or on behalf of the Underwriters of the purchase price for any Securities does not constitute closing of a purchase and sale of the Securities. Only execution and delivery of a receipt for Securities by the Underwriters indicates completion of the closing of a purchase of the Securities from the Company. Furthermore, in the event that the Underwriters wire funds to the Company prior to the completion of the closing of a purchase of Securities, the Company hereby acknowledges that until the Underwriters execute and deliver a receipt for the Securities, by facsimile transmission or otherwise, the Company will not be entitled to the Wired Funds and shall return the Wired Funds to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Securities is not completed and the Wired Funds are not returned by the Company to the Underwriters on the same day the Wired Funds were received by the Company, the Company agrees to pay to the Underwriters in respect of each day the Wired Funds are not returned by it, in same-day funds, interest on the amount of such Wired Funds in an amount representing the Underwriters' cost of financing as reasonably determined by Noble. (e) It is understood that any of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, each of the Operating Partnership Company and Finance Co. agrees to issue and sell to each of the Underwriters, and each of the Underwriters, acting severally and not jointly, agrees agree to purchase purchase, Notes in the respective amounts set forth on Schedule 1A hereto from the Operating Partnership, Company at 98.777% of their principal amount (such percentage of the purchase price specified in Schedule 1 heretoprincipal amount, the number of Securities set forth opposite the name of such Underwriter in Schedule 2 hereto. “Purchase Price”). (b) One or more certificates in definitive form for the Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives Underwriters request upon notice to the Operating Partnership Company at least 48 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Operating Partnership Company and Finance Co. to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price Purchase Price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Operating Partnership in Closing Date, or by such funds means as are specified in Schedule 1 heretothe parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Securities shall be made at the dateoffices of Xxxx, time and place identified in Schedule 1 heretoWeiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx prior to 10:00 A.M. New York City time, on January 15, 2013, or at such other dateplace, time or place date as the Representatives Underwriters, on the one hand, and the Operating Partnership Company, on the other hand, may agree upon or as the Representatives may determine pursuant to Section 8 hereofupon, such time and date and time of delivery against payment being herein referred to as the “Closing Date”. .” The Operating Partnership Company will make such certificate or certificates for the Securities available for checking and packaging by the Representatives Underwriters at the offices in New YorkXxxxxx Xxxxxxx & Co. LLC, New York City, or at such other place as the Representatives, on behalf of the Operating Partnership’s transfer agent or registrar or warrant agent or of Citigroup Global Markets Inc. Underwriters, may designate, at least 24 hours prior to the Closing Date. (b) It is understood that any of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Operating Partnership Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Operating PartnershipCompany, at the a purchase price specified in Schedule 1 heretoof $________ per share, the number of Firm Securities set forth opposite the name of such Underwriter in Schedule 2 1 hereto. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Operating Partnership Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Operating Partnership Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds (the "Wired Funds") to the Operating Partnership in such funds as are specified in Schedule 1 heretoaccount of the Company. Such delivery of and payment for the Firm Securities shall be made at the dateoffices of Fulbright & Xxxxxxxx L.L.P., time and place identified in Schedule 1 hereto000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 9:30 A.M., New York time, on __________, 1997, or at such other dateplace, time or place date as the Representatives and the Operating Partnership Company may agree upon or as the Representatives may determine pursuant to Section 8 9 hereof, such time and date and time of delivery against payment being herein referred to as the “"Firm Closing Date”". The Operating Partnership Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives at the offices in New York, New York of the Operating Partnership’s Company's transfer agent or registrar or warrant agent or of Citigroup Global Markets Inc. Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date. (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Securityholder hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 3. The option granted hereby may be exercised as to all or any part of the Option Securities from time to time within thirty (30) days after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company and the Securityholder setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives and the Securityholder may agree upon or as the Representatives may determine pursuant to Section 9 hereof, is herein called the "Option Closing Date" with respect to such Option Securities. Upon exercise of the option as provided herein, the Securityholder shall become obligated to sell to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligated to purchase from the Securityholder, the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional shares. If the option is exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 3, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph (b), to refer to such Option Securities and Option Closing Date, respectively. (c) Each of the Company and the Securityholder hereby acknowledges that the wire transfer by or on behalf of the Underwriters of the purchase price for any Securities does not constitute closing of a purchase and sale of the Securities. Only execution and delivery of a receipt for Securities by the Underwriters indicates completion of the closing of a purchase of the Securities from the Company or the Securityholder, as the case may be. Furthermore, in the event that the Underwriters wire funds to the Company or the Securityholder prior to the completion of the closing of a purchase of Securities, each of the Company and the Securityholder hereby acknowledges that until the Underwriters execute and deliver a receipt for the Securities, by facsimile or otherwise, the Company or the Securityholder, as the case may be, will not be entitled to the wired funds and shall return the wired funds to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Securities is not completed and the wire funds are not returned by the Company or the Securityholder, as the case may be, to the Underwriters on the same day the wired funds were received by the Company or the Securityholder, as the case may be, each of the Company and the Securityholder agrees to pay to the Underwriters in respect of each day the wire funds are not returned by it, in same-day funds, interest on the amount of such wire funds in an amount representing the Underwriters' cost of financing as reasonably determined by Prudential Securities Incorporated. (d) It is understood that any either of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Operating Partnership Company agrees to issue and sell to each of the UnderwritersUnderwriter, and each of the Underwriters, severally and not jointly, Underwriter agrees to purchase from the Operating PartnershipCompany, at the a purchase price specified in Schedule 1 heretoof $26.6875 per share, the number of Securities set forth opposite the name of such Underwriter in Schedule 2 Section 1 hereto. One or more certificates in definitive form for the Securities that the several Underwriters have Underwriter has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request Underwriter requests upon notice to the Operating Partnership Company at least 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Operating Partnership Company to the Representatives for the respective accounts of the UnderwritersUnderwriter, against payment by or on behalf of the Underwriters Underwriter of the purchase price therefor by wire transfer in same-day funds (the "Wired Funds") to the Operating Partnership in such funds as are specified in Schedule 1 heretoaccount of the Company. Such delivery of and payment for the Securities shall be made at the dateoffices of Cleary, time and place identified in Schedule 1 heretoGottlieb, Steex & Xamixxxx, Xxe Xxxxxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx 9:30 A.M., New York time, on July 16, 1997, or at such other dateplace, time or place date as the Representatives Underwriter and the Operating Partnership Company may agree upon or as the Representatives may determine pursuant to Section 8 hereofupon, such time and date and time of delivery against payment being herein referred to as the “"Closing Date”. ." The Operating Partnership Company will make such certificate or certificates for the Securities available for checking and packaging by the Representatives Underwriter at the offices in New York, New York of the Operating Partnership’s Company's transfer agent or registrar or warrant agent or of Citigroup Global Markets Inc. Salomon Brothers Inc at least 24 hours prior to the Closing Date. (b) It is understood The Company hereby acknowledges that any of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment wire transfer by or on behalf of any the Underwriter or Underwriters of the purchase price for any Securities does not constitute closing of a purchase and sale of the Securities. Only execution and delivery of a receipt for Securities by the Underwriter indicates completion of the closing of a purchase of the Securities from the Company. Furthermore, in the event that the Underwriter wires funds to the Company prior to the completion of the closing of a purchase of Securities, the Company hereby acknowledges that until the Underwriter executes and delivers a receipt for the Securities, by facsimile or otherwise, the Company will not be purchased entitled to the wired funds and shall return the wired funds to the Underwriter as soon as practicable (by such Underwriter or Underwriterswire transfer of same-day funds) upon demand. No such payment shall relieve such Underwriter or Underwriters from any In the event that the closing of its or their obligations hereunder.a purchase of Securities is not completed and the wired funds are

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Operating Partnership Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Operating PartnershipCompany, at the purchase price specified in Schedule 1 hereto, the number of Firm Securities set forth opposite the name of such Underwriter in Schedule 2 hereto. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Operating Partnership Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Operating Partnership Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor to the Operating Partnership Company in such funds as are specified in Schedule 1 hereto. Such delivery of and payment for the Firm Securities shall be made at the date, time and place identified in Schedule 1 hereto, or at such other date, time or place as the Representatives and the Operating Partnership Company may agree upon or as the Representatives may determine pursuant to Section 8 hereof, such date and time of delivery against payment being herein referred to as the “"Firm Closing Date”". The Operating Partnership Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives at the offices in New York, New York of the Operating Partnership’s Company's transfer agent or registrar or warrant agent or of Citigroup Global Markets Wheat First Securities, Inc. at least 24 hours prior to the Firm Closing Date. (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus and any Integrated Prospectus, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth in Schedule 1 to this Agreement, plus, if the purchase and sale of any Option Securities takes place after the Firm Closing Date and after the Firm Securities are trading "ex-dividend", an amount equal to the dividends payable on such Option Securities. The option granted hereby may be exercised as to all or any part of the Option Securities from time to time within thirty days after the date of the Prospectus or any Integrated Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives and the Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, is herein called the "Option Closing Date" with respect to such Option Securities. Upon exercise of the option as provided herein, the Company shall become obligated to sell to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligated to purchase from the Company the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional shares. If the option is exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 3 and Schedule 1 to this Agreement, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph (b), to refer to such Option Securities and Option Closing Date, respectively. (c) It is understood that any of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Operating Partnership Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Operating PartnershipCompany, at the a purchase price specified in Schedule 1 heretoof $_______ per share, the number of Firm Securities set forth opposite the name of such Underwriter in Schedule 2 1 hereto. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Operating Partnership Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Operating Partnership Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds (the "Wired Funds") to the Operating Partnership in such funds as are specified in Schedule 1 heretoaccount of the Company. Such delivery of and payment for the Firm Securities shall be made at the dateoffices of Testx, time and place identified in Schedule 1 heretoXxrwxxx & Xhibxxxxx, XXP, Boston, Massachusetts at 9:30 A.M., Eastern time, on __________, 1998, or at such other dateplace, time or place date as the Representatives and the Operating Partnership Company may agree upon or as the Representatives may determine pursuant to Section 8 9 hereof, such time and date and time of delivery against payment being herein referred to as the “"Firm Closing Date”". The Operating Partnership Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives at the offices in New York, New York of the Operating Partnership’s Company's transfer agent or registrar or warrant agent or of Citigroup Global Markets Inc. Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date. For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 3. The option granted hereby may be exercised as to all or any part of the Option Securities from time to time within thirty days after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company setting forth the aggregate amount of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives and the Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, is herein called the "Option Closing Date" with respect to such Option Securities. Upon exercise of the option as provided herein, the Company shall become obligated to sell to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligated to purchase from the Company, the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional Shares. If the option is exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 3, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph (b), to refer to such Option Securities and Option Closing Date, respectively. (b) The Company hereby acknowledges that the wire transfer by or on behalf of the Underwriters of the purchase price for any Shares does not constitute closing of a purchase and sale of the Shares. Only execution and delivery of a receipt for Shares by the Underwriters indicates completion of the closing of a purchase of the Shares from the Company. Furthermore, in the event that the Underwriters wire funds to the Company prior to the completion of the closing of a purchase of Shares, the Company hereby acknowledges that until the Underwriters execute and deliver a receipt for the Shares, by facsimile or otherwise, the Company will not be entitled to the Wired Funds and shall return the Wired Funds to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Shares is not completed and the Wired Funds are not returned by the Company to the Underwriters on the same day the Wired Funds were received by the Company, the Company agrees to pay to the Underwriters in respect of each day the Wired Funds are not returned by it, in same-day funds, interest on the amount of such Wired Funds in an amount representing the Underwriters' cost of financing as reasonably determined by Prudential Securities Incorporated. (c) It is understood that any of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Operating Partnership agrees Issuers agree to issue and sell to each of the UnderwritersInitial Purchasers, and each of the Underwriters, Initial Purchasers severally and not jointly, agrees to purchase from the Operating PartnershipIssuers, at the purchase price specified in Schedule 1 hereto98% of their principal amount, the number respective aggregate principal amounts of the Securities set forth opposite their respective names on Exhibit C hereto. The obligations of the name of such Underwriter in Schedule 2 heretoInitial Purchasers under this Agreement are several and not joint. One or more certificates in definitive form for the Securities that the several Underwriters Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request each Initial Purchaser requests upon notice to the Operating Partnership Company at least 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Operating Partnership to the Representatives for the respective accounts of the UnderwritersCompany, against payment by or on behalf of the Underwriters Initial Purchasers of the purchase price therefor by wire transfer of immediately available funds net of the overnight cost of such funds to the Operating Partnership account of the Company previously designated by it in such funds as are specified in Schedule 1 heretowriting. Such delivery of and payment for the Securities shall be made at the dateoffices of Cahixx Xxxxxx & Xeinxxx, time and place identified in Schedule 1 hereto00 Pxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx 9:00 a.m., New York time, on December 14, 1998, or at such other date, time or place date as the Representatives Initial Purchasers and the Operating Partnership Company may agree upon or as the Representatives may determine pursuant to Section 8 hereofupon, such time and date and time of delivery against payment being herein referred to as the “"Closing Date”. ." The Operating Partnership Company will make such certificate or certificates for the Securities available for checking and packaging by the Representatives Initial Purchasers at the offices in New York, New York of the Operating Partnership’s transfer agent or registrar or warrant agent or of Citigroup Global Markets Inc. CIBC Oppexxxxxxx Xxxp. at least 24 hours prior to the Closing Date. (b) It is understood that any of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements warranties and covenants herein contained contained, and subject to the terms and conditions herein set forth, the Operating Partnership Company agrees to issue and sell to each of the Underwriters, Underwriters and each of the Underwriters, severally and not jointly, agrees Underwriters agree to purchase from the Operating Partnership, Company the principal amount of Securities set forth in Schedule I hereto at the purchase price set forth in Schedule I hereto plus accrued interest, if any, from the date specified in Schedule 1 hereto, I hereto to the number date of Securities set forth opposite the name of such Underwriter in Schedule 2 heretopayment and delivery. One or more certificates in definitive form Payment for the Securities that to be sold hereunder is to be made in New York Clearing House funds by certified or bank cashier's checks drawn to the several Underwriters have agreed order of the Company for the Securities to purchase hereunderbe sold by it against delivery of the Securities to the Underwriters. Such payment and delivery are to be made at the offices of BT Alex. Xxowx Xxxorporated, One Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx 00000, xx 9:00 A.M. local time, on the third business day after the date of this Agreement or at such other time and date not later than three business days thereafter as you and the Company shall agree upon, such time and date being herein referred to as the "Closing Date." (As used herein, "business day" means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and not permitted by law or executive order to be closed). The Securities will be registered in such names and in such denomination or denominations and registered in such name or names as the Representatives Underwriters request upon notice to in writing not later than the Operating Partnership at least 48 hours second full business day prior to the Closing Date, shall and will be delivered through book-entry facilities of The Depository Trust Company ("DTC") and made available for inspection by or on behalf of the Operating Partnership to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor to the Operating Partnership in such funds as are specified in Schedule 1 hereto. Such delivery of and payment for the Securities shall be made at the date, time and place identified in Schedule 1 hereto, or at such other date, time or place as the Representatives and the Operating Partnership may agree upon or as the Representatives may determine pursuant to Section 8 hereof, such date and time of delivery against payment being herein referred to as the “Closing Date”. The Operating Partnership will make such certificate or certificates for the Securities available for checking and packaging by the Representatives at the offices in New York, New York of the Operating Partnership’s transfer agent or registrar or warrant agent or of Citigroup Global Markets Inc. at least 24 hours one business day prior to the Closing DateDate at such place as the Underwriters, DTC and the Company shall agree. (b) It is understood that any of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase Sale and Delivery of the Securities. (a) On the basis of --------------------------------------------- the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Operating Partnership Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Operating PartnershipCompany, at the a purchase price specified in Schedule 1 heretoof $_________ per or share, the number of Firm Securities set forth opposite the name of such Underwriter in Schedule 2 1 hereto. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Operating Partnership Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Operating Partnership Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds (the "Wired Funds") to the Operating Partnership in such funds as are specified in Schedule 1 heretoaccount of the Company. Such delivery of and payment for the Firm Securities shall be made at the dateoffices of Xxxxxx, time and place identified in Schedule 1 heretoXxxx & Xxxxxxxx, 000 Xxxx Xxxxxx, Xxx Xxxx Xxx Xxxx 00000-0000 at 9:30 A.M., New York time, on February , 1998 or at such other dateplace, time or place date as the Representatives and the Operating Partnership Company may agree upon or as the Representatives may determine pursuant to Section 8 9 hereof, such time and date and time of delivery against payment being herein referred to as the “"Firm Closing Date”". The Operating Partnership Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives at the offices in New York, New York of the Operating Partnership’s Company's transfer agent or registrar or warrant agent or of Citigroup Global Markets Inc. Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date. (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Selling Securityholders hereby grant to the several Underwriters an option to purchase, severally and not jointly, the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 4. The option granted hereby may be exercised as to all or any part of the Option Securities from time to time within thirty (30) days after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Selling Securityholders and the Custodian setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery and payment shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives and the Selling Securityholders may agree upon or as the Representatives may determine pursuant to Section 11 hereof, is herein called the "Option Closing Date" with respect to such Option Securities. Upon exercise of the option as provided herein, the Selling Securityholders shall become obligated to sell to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligated to purchase from the Selling Securityholders, the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional shares. If the option is exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 4, except that reference therein to the payment of Wired Funds to the Company shall be deemed, for purposes of this paragraph (b) to refer to payment of Wired Funds to the Selling Securityholders, and except that the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph (b), to refer to such Option Securities and Option Closing Date, respectively. (c) The Company and the Selling Securityholders hereby acknowledge that the wire transfer by or on behalf of the Underwriters of the purchase price for any Shares does not constitute closing of a purchase and sale of the Shares. Only execution and delivery of a receipt for Shares by the Representatives on behalf of the Underwriters indicates completion of the closing of a purchase of the Shares from the Company or Selling Securityholders. Furthermore, in the event that the Underwriters wire funds to the Company or to the Selling Securityholders, as the case may be, prior to the completion of the closing of a purchase of Shares, the Company and the Selling Securityholders hereby acknowledge that until the Underwriters execute and deliver a receipt for the Shares, by facsimile or otherwise, neither the Company nor the Selling Securityholders will be entitled to the wired funds and shall return the wired funds to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Shares is not completed and the wire funds are not returned by the Company or the Selling Securityholders, as the case may be, to the Underwriters on the same day the wired funds were received by the Company or the Selling Securityholders, the Company and if applicable, the Selling Securityholders, agree to pay to the Underwriters in respect of each day the wire funds are not returned by it, in same-day funds, interest on the amount of such wire funds in an amount representing the Underwriters' cost of financing as reasonably determined by Prudential Securities Incorporated. (d) It is understood that any of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Operating Partnership agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Operating Partnership, at the purchase price specified in Schedule 1 hereto, the number of Securities set forth opposite the name of such Underwriter in Schedule 2 hereto. One or more certificates in definitive form for the Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Operating Partnership at least 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Operating Partnership to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor to the Operating Partnership in such funds as are specified in Schedule 1 hereto. Such delivery of and payment for the Securities shall be made at the date, time and place identified in Schedule 1 hereto, or at such other date, time or place as the Representatives and the Operating Partnership may agree upon or as the Representatives may determine pursuant to Section 8 9 hereof, such date and time of delivery against payment being herein referred to as the “Closing Date”. .” The Operating Partnership will make such certificate or certificates for the Securities available for checking and packaging by the Representatives at the offices in New York, New York of the Operating Partnership’s transfer agent or registrar or warrant agent or of Citigroup Global Markets J.X. Xxxxxx Securities Inc. at least 24 hours prior to the Closing Date. (b) It is understood that any of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Operating Partnership Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Operating PartnershipCompany, at the a purchase price specified in Schedule 1 heretoof $_____ per share, the number of Firm Securities set forth opposite the name of such Underwriter in Schedule 2 1 hereto. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such 10 11 denomination or denominations and registered in such name or names as the Representatives request upon notice to the Operating Partnership Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Operating Partnership Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds (the "Wired Funds") to the Operating Partnership in such funds as are specified in Schedule 1 heretoaccount of the Company. Such delivery of and payment for the Firm Securities shall be made at the dateoffices of Cleary, time and place identified in Schedule 1 heretoGottlieb, Steex & Xamixxxx, Xxe Liberty Plaza, New York, New York, at 9:30 A.M., New York time, on ____, 1998, or at such other dateplace, time or place date as the Representatives and the Operating Partnership Company may agree upon or as the Representatives may determine pursuant to Section 8 9 hereof, such time and date and time of delivery against payment being herein referred to as the “"Firm Closing Date”". The Operating Partnership Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives at the offices in New York, New York of the Operating Partnership’s Company's transfer agent or registrar or warrant agent or of Citigroup Global Markets Inc. Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date. (b) It For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 3. The option granted hereby may be exercised as to all or any part of the Option Securities from time to time within thirty (30) days after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is understood that open for trading). The Underwriters shall not be under any obligation to purchase any of you, individually the Option Securities prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and not as one the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives, may (Representatives but shall not be obligated to) make payment on behalf of any Underwriter earlier than two business days or Underwriters for any later than five business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives and Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, is herein called the "Option Closing Date" with respect to such Option Securities. Subject to the terms and conditions herein set forth, upon exercise of the option as provided herein, the Company shall become obligated to sell to each of the several Underwriters, and each of the Underwriters, severally and not jointly, shall become obligated to purchase from the Company, the same percentage of the total number of the Option Securities as to be purchased by which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional shares. If the option is exercised as to all or Underwriters. No any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a)

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Operating Partnership agrees Issuer and the Subsidiary Guarantors agree to issue and sell to each of the UnderwritersInitial Purchasers, and each of the UnderwritersInitial Purchasers, acting severally and not jointly, agrees agree to purchase from the Operating Partnership, at Notes (including the purchase price specified related Guarantees) in Schedule 1 hereto, the number of Securities respective amounts set forth opposite the name their respective names on Schedule I attached hereto at 97.0% of such Underwriter in Schedule 2 heretotheir principal amount. One or more certificates in definitive form for the Securities Notes and Guarantees that the several Underwriters Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives Initial Purchasers request upon notice to the Operating Partnership Issuer at least 48 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Operating Partnership Issuer to the Representatives for the respective accounts of the UnderwritersInitial Purchasers, against payment by or on behalf of the Underwriters Initial Purchasers of the purchase price therefor by wire transfer (same day funds) to such account or accounts as the Issuer shall specify prior to the Operating Partnership in Closing Date, or by such funds means as are specified in Schedule 1 heretothe parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Securities shall be made at the dateoffices of Xxxxxxxx & Xxxxx, time and place identified in Schedule 1 hereto000 Xxxx Xxxxxxxx Xxxxx, Chicago, Illinois 60601 at 9:00 A.M., Chicago time, on April 11, 1997, or at such other dateplace, time or place date as the Representatives Initial Purchasers, on the one hand, and the Operating Partnership Issuer, on the other hand, may agree upon or as the Representatives may determine pursuant to Section 8 hereofupon, such time and date and time of delivery against payment being herein referred to as the “"Closing Date”. ." The Operating Partnership Issuer will make such certificate or certificates for the Securities available for checking and packaging by the Representatives Initial Purchasers at the offices of BT Securities Corporation in New York, New York of the Operating Partnership’s transfer agent York, or registrar or warrant agent or of Citigroup Global Markets Inc. at such other place as BT Securities Corporation may designate, at least 24 hours prior to the Closing Date. (b) It is understood that any of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Operating Partnership agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Operating Partnership, at the purchase price specified in Schedule 1 hereto, the number of Securities set forth opposite the name of such Underwriter in Schedule 2 hereto. One or more certificates in definitive form for the Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Operating Partnership at least 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Operating Partnership to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor to the Operating Partnership in such funds as are specified in Schedule 1 hereto. Such delivery of and payment for the Securities shall be made at the date, time and place identified in Schedule 1 hereto, or at such other date, time or place as the Representatives and the Operating Partnership may agree upon or as the Representatives may determine pursuant to Section 8 hereof, such date and time of delivery against payment being herein referred to as the “Closing Date”. .” The Operating Partnership will make such certificate or certificates for the Securities available for checking and packaging by the Representatives at the offices in New York, New York of the Operating Partnership’s transfer agent or registrar or warrant agent or of Citigroup Global Markets Inc. at least 24 hours prior to the Closing Date. (b) It is understood that any of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Operating Partnership Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Operating PartnershipCompany, at the a purchase price specified in Schedule 1 heretoof $________ per share, the number of Firm Securities set forth opposite the name of such Underwriter in Schedule 2 A hereto. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Operating Partnership Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Operating Partnership Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds (the "Wired Funds") to the Operating Partnership in such funds as are specified in Schedule 1 heretoaccount of the Company. Such delivery of and payment for the Firm Securities shall be made at the dateoffices of Stroock & Stroock & Xxxxx LLP, time and place identified in Schedule 1 hereto000 Xxxxxx Xxxx, Xxx Xxxx, Xxx Xxxx 00000 at 9:30 A.M., New York time, on September __, 1997, or at such other dateplace, time or place date as the Representatives and the Operating Partnership Company may agree upon or as the Representatives may determine pursuant to Section 8 9 hereof, such time and date and time of delivery against payment being herein referred to as the “"Firm Closing Date”". The Operating Partnership Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives at the offices in New York, New York of the Operating Partnership’s Company's transfer agent or registrar or warrant agent or of Citigroup Global Markets Inc. Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date. (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 3, plus if the purchase and sale of any Option Securities takes place after the Firm Closing Date and after the Firm Securities are trading "ex-dividend," an amount equal to the dividends payable on such Option Securities. The option granted hereby may be exercised as to all or any part of the Option Securities from time to time within 30 days after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives and Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, is herein called the "Option Closing Date" with respect to such Option Securities. Upon exercise of the option as provided herein, the Company shall become obligated to sell to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligated to purchase from the Company, the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional shares. If the option is exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 3, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph (b), to refer to such Option Securities and Option Closing Date, respectively. (c) The Company hereby acknowledges that the wire transfer by or on behalf of the Underwriters of the purchase price for any Shares does not constitute closing of a purchase and sale of the Shares. Only execution and delivery of a receipt for Shares by the Underwriters indicates completion of the closing of a purchase of the Shares from the Company. Furthermore, in the event that the Underwriters wire funds to the Company prior to the completion of the closing of a purchase of Shares, the Company hereby acknowledges that until the Underwriters execute and deliver a receipt for the Shares, by facsimile or otherwise, the Company will not be entitled to the wired funds and shall return the wired funds to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Shares is not completed and the wire funds are not returned by the Company to the Underwriters on the same day the wired funds were received by the Company, the Company agrees to pay to the Underwriters in respect of each day the wire funds are not returned by it, in same-day funds, interest on the amount of such wire funds in an amount representing the Underwriters' cost of financing as reasonably determined by Prudential Securities Incorporated. (d) It is understood that any either of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Operating Partnership Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Operating PartnershipCompany, at the a purchase price specified in Schedule 1 heretoof $_______ per share, the number of Firm Securities set forth opposite the name of such Underwriter in Schedule 2 1 hereto. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Operating Partnership Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Operating Partnership Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds (the "Wired Funds") to the Operating Partnership in such funds as are specified in Schedule 1 heretoaccount of the Company. Such delivery of and payment for the Firm Securities shall be made at the dateoffices of Lathxx & Xatkxxx, time and place identified in Schedule 1 hereto005 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx 9:30 a.m., New York time, on February ___, 2000, or at such other dateplace, time or place date as the Representatives and the Operating Partnership Company may agree upon or as the Representatives may determine pursuant to Section 8 9 hereof, such time and date and time of delivery against payment being herein referred to as the “"Firm Closing Date”. ." The Operating Partnership Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives at the offices in New York, New York of the Operating Partnership’s Company's transfer agent or registrar or warrant agent or of Citigroup Global Markets Inc. Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date. (b) It For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 3. The option granted hereby may be exercised as to all or any part of the Option Securities from time to time within thirty days after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is understood that open for trading). The Underwriters shall not be under any obligation to purchase any of you, individually the Option Securities prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company setting forth the aggregate principal amount of Option Securities as to which the several Underwriters are then exercising the option and not as one the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives, may (Representatives but shall not be obligated to) make payment on behalf of any Underwriter earlier than two business days or Underwriters for any later than five business days after such exercise of the Securities option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives and the Company may agree upon or as the Representatives may determine pursuant to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.Section 9 hereof, is herein called the "Option Closing Date" with respect

Purchase Sale and Delivery of the Securities. (a) On the basis of the --------------------------------------------- representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Operating Partnership Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Operating PartnershipCompany, at the a purchase price specified in Schedule 1 heretoof $________ per share, the number of Firm Securities set forth opposite the name of such Underwriter in Schedule 2 1 hereto. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Operating Partnership Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Operating Partnership Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds (the "Wired Funds") to the Operating Partnership in such funds as are specified in Schedule 1 heretoaccount of the Company. Such delivery of and payment for the Firm Securities shall be made at the dateoffices of Pillsbury Madison & Sutro LLP, time and place identified in Schedule 1 hereto000 Xxxxxxxxxx Xxxxxx, San Francisco, California at 9:30 A.M., New York time, on __________, 1999 or at such other dateplace, time or place date as the Representatives and the Operating Partnership Company may agree upon or as the Representatives may determine pursuant to Section 8 9 hereof, such time and date and time of delivery against payment being herein referred to as the “"Firm Closing Date”". The Operating Partnership Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives at the offices in New York, New York of the Operating Partnership’s Company's transfer agent or registrar or warrant agent or of Citigroup Global Markets Inc. Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date. (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 3. The option granted hereby may be exercised as to all or any part of the Option Securities from time to time within thirty (30) days after the date of the Prospectus (or, if such exercise date shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives and Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, is herein called the "Option Closing Date" with respect to such Option Securities. Upon exercise of the option as provided herein, the Company shall become obligated to sell to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligated to purchase from the Company, the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional shares. If the option is exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 3, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph (b), to refer to such Option Securities and Option Closing Date, respectively. (c) The Company hereby acknowledges that the wire transfer by or on behalf of the Underwriters of the purchase price for any Shares does not constitute closing of a purchase and sale of the Shares. Only execution and delivery of a receipt for Shares by the Underwriters indicates completion of the closing of a purchase of the Shares from the Company. Furthermore, in the event that the Underwriters wire funds to the Company prior to the completion of the closing of a purchase of Shares, the Company hereby acknowledges that until the Underwriters execute and deliver a receipt for the Shares, by facsimile or otherwise, the Company will not be entitled to the Wired Funds and shall return the Wired Funds to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Shares is not completed and the Wired Funds are not returned by the Company to the Underwriters on the same day the Wired Funds were received by the Company, the Company agrees to pay to the Underwriters in respect of each day the Wired Funds are not returned by it, in same-day funds, interest on the amount of such Wired Funds in an amount representing the Underwriters' cost of financing as reasonably determined by Prudential Securities Incorporated. (d) It is understood that any of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Operating Partnership agrees Issuer and the Guarantors agree to issue and sell to each of the UnderwritersInitial Purchasers, and each of the UnderwritersInitial Purchasers agrees, acting severally and not jointly, agrees to purchase from the Operating PartnershipNotes (including the related Guarantees), at 97.225% of their principal amount, in the purchase price specified in Schedule 1 hereto, the number of Securities respective principal amounts set forth opposite the name of such Underwriter in their names on Schedule 2 I hereto. One or more certificates in definitive form for the Securities that the several Underwriters Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives Initial Purchasers request upon notice to the Operating Partnership Issuer at least 48 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Operating Partnership Issuer to the Representatives for the respective accounts of the UnderwritersInitial Purchasers, against payment by or on behalf of the Underwriters Initial Purchasers of the purchase price therefor by wire transfer of immediately available funds payable to such account or accounts as the Issuer shall specify prior to the Operating Partnership in Closing Date, or by such funds means as are specified in Schedule 1 heretothe parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Securities shall be made at the dateoffices of Winston & Straxx, time and place identified in Schedule 1 hereto000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx 10:00 A.M., New York time, on November 19, 1997, or at such other dateplace, time or place date as the Representatives Initial Purchasers and the Operating Partnership Issuer may agree upon or as the Representatives may determine pursuant to Section 8 hereofupon, such time and date and time of delivery against payment being herein referred to as the “"Closing Date”. ." The Operating Partnership Issuer will make such certificate or certificates for the Securities available for checking and packaging by the Representatives Initial Purchasers at the offices of BT Alex. Browx Xxxorporated in New York, New York of the Operating Partnership’s transfer agent or registrar or warrant agent or of Citigroup Global Markets Inc. such other place as BT Alex. Browx Xxxorporated may designate, at least 24 hours prior to the Closing Date. (b) It is understood that . The Issuer agrees to pay any of you, individually and not as one transfer taxes payable in connection with the initial delivery to the Initial Purchasers of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunderSecurities.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Operating Partnership agrees Issuer and the Guarantors agree to issue and sell to each of the UnderwritersInitial Purchasers, and each of the UnderwritersInitial Purchasers, acting severally and not jointly, agrees agree to purchase from $115,000,000 aggregate principal amount of the Operating Partnership, at Notes (including the purchase price specified related Guarantees) in Schedule 1 hereto, the number of Securities respective amounts set forth opposite the name their respective names on Schedule II attached hereto at 97.25% of such Underwriter in Schedule 2 heretotheir principal amount. One or more certificates in definitive form for the Securities Notes and Guarantees that the several Underwriters Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives Initial Purchasers request upon notice to the Operating Partnership Issuer at least 48 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Operating Partnership Issuer to the Representatives for the respective accounts of the UnderwritersInitial Purchasers, against payment by or on behalf of the Underwriters Initial Purchasers of the purchase price therefor by wire transfer (same day funds) to such account or accounts as the Issuer shall specify prior to the Operating Partnership in Closing Date, or by such funds means as are specified in Schedule 1 heretothe parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Securities shall be made at the dateoffices of Xxxxxx Xxxxxx & Xxxxxxx, time and place identified in Schedule 1 hereto00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on August 1, 1997, or at such other dateplace, time or place date as the Representatives Initial Purchasers, on the one hand, and the Operating Partnership Issuer, on the other hand, may agree upon or as the Representatives may determine pursuant to Section 8 hereofupon, such time and date and time of delivery against payment being herein referred to as the “"Closing Date”. ." The Operating Partnership Issuer will make such certificate or certificates for the Securities available for checking and packaging by the Representatives Initial Purchasers at the offices of BT Securities Corporation in New York, New York of the Operating Partnership’s transfer agent York, or registrar or warrant agent or of Citigroup Global Markets Inc. at such other place as BT Securities Corporation may designate, at least 24 hours prior to the Closing Date. (b) It is understood that any of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Operating Partnership Company agrees to issue and sell to each of the UnderwritersUnderwriter, and each of the Underwriters, severally and not jointly, Underwriter agrees to purchase from the Operating PartnershipCompany, at the a purchase price specified in Schedule 1 heretoof $21.955 per share, the number of Firm Securities set forth opposite the name of such Underwriter in Schedule 2 Section 1 hereto. One or more certificates in definitive form for the Firm Securities that the several Underwriters have Underwriter has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request Underwriter requests upon notice to the Operating Partnership Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Operating Partnership Company to the Representatives for the respective accounts of the UnderwritersUnderwriter, against payment by or on behalf of the Underwriters Underwriter of the purchase price therefor by wire transfer in same-day funds (the "Wired Funds") to the Operating Partnership in such funds as are specified in Schedule 1 heretoaccount of the Company. Such delivery of and payment for the Firm Securities shall be made at the dateoffices of Browx & Xood XXX, time and place identified in Schedule 1 heretoOne Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx 9:30 A.M., New York time, on December 18, 1996, or at such other dateplace, time or place date as the Representatives Underwriter and the Operating Partnership Company may agree upon or as the Representatives may determine pursuant to Section 8 hereofupon, such time and date and time of delivery against payment being herein referred to as the “"Firm Closing Date”. ." The Operating Partnership Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives Underwriter at the offices in New York, New York of the Operating Partnership’s Company's transfer agent or registrar or warrant agent or of Citigroup Global Markets Inc. Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date. (b) It is understood that For the purpose of covering any of you, individually over-allotments in connection with the distribution and not as one sale of the RepresentativesFirm Securities as contemplated by the Prospectus, may (but shall not the Company hereby grants to the Underwriter an option to purchase the Option Securities. The purchase price to be obligated to) make payment on behalf of any Underwriter or Underwriters paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.this Section 3, plus if the

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Operating Partnership Company agrees to issue and sell the Company Firm Securities and the Selling Securityholder agrees to each of sell the Selling Securityholder Firm Securities to the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Operating PartnershipCompany and the Selling Securityholder, at the a purchase price specified in Schedule 1 heretoof $________ per share, the number of Firm Securities set forth opposite the name of such Underwriter in Schedule 2 1 hereto. The number of Firm Securities to be purchased from the Company and the Selling Securityholder, respectively (as adjusted by the Representatives to avoid fractions), by each of the Underwriters shall be determined by multiplying the aggregate number of such Firm Securities to be sold by the Company or the Selling Securityholder, as the case may be, by a fraction, the numerator of which is the number of Firm Securities, set forth opposite the name of such Underwriter on Schedule 1 hereto and the denominator of which is the total number of Firm Securities set forth on Schedule 1 hereto. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Operating Partnership Company and the Selling Securityholder at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Operating Partnership Company and the Selling Securityholder to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds (the "Wired Funds") to the Operating Partnership in such funds as are specified in Schedule 1 heretorespective accounts of the Company and the Selling Securityholder. Such delivery of and payment for the Firm Securities shall be made at the dateoffices of Wildman, time and place identified in Schedule 1 heretoHarrold, Xxxxx & Xxxxx, Chicago, Illinois, at 8:30 A.M., Chicago time, on ________, 1999, or at such other dateplace, time or place date as the Representatives Representatives, the Company and the Operating Partnership Selling Securityholder may agree upon or as the Representatives may determine pursuant to Section 8 9 hereof, such time and date and time of delivery against payment being herein referred to as the “"Firm Closing Date”". The Operating Partnership Each of the Company and the Selling Securityholder severally will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives at the offices in New York, New York of the Operating Partnership’s Company's transfer agent or registrar or warrant agent or of Citigroup Global Markets Inc. Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date. (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Selling Securityholder hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Securities in the amount of 750,000 shares. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 3. The option granted hereby may be exercised as to all or any part of the Option Securities from time to time within thirty (30) days after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company and the Selling Securityholder setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives, the Company and the Selling Securityholder may agree upon or as the Representatives may determine pursuant to Section 9 hereof, is herein called the "Option Closing Date" with respect to such Option Securities. Upon exercise of the option as provided herein, the Selling Securityholder shall become obligated to sell to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligated to purchase from the Selling Securityholder, the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional shares. If the option is exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 3, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph (b), to refer to such Option Securities and Option Closing Date, respectively. (c) Each of the Company and the Selling Securityholder hereby acknowledges that the wire transfer by or on behalf of the Underwriters of the purchase price for any Securities does not constitute closing of a purchase and sale of the Securities. Only execution and delivery of a receipt for Securities by the Underwriters indicates completion of the closing of a purchase of the Securities from the Company or the Selling Securityholder, as the case may be. Furthermore, in the event that the Underwriters wire funds to the Company or the Selling Securityholder prior to the completion of the closing of a purchase of Securities, each of the Company and the Selling Securityholder hereby acknowledges that until the Underwriters execute and deliver a receipt for the Securities, by facsimile or otherwise, the Company or the Selling Securityholder, as the case may be, will not be entitled to the wired funds and shall return the wired funds to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Securities is not completed and the wired funds are not returned by the Company or the Selling Securityholder, as the case may be, to the Underwriters on the same day the wired funds were received by the Company or the Selling Securityholder, as the case may be, each of the Company and the Selling Securityholder agrees to pay to the Underwriters in respect of each day the wire funds are not returned by it, in same-day funds, interest on the amount of such wire funds in an amount representing the Underwriters' cost of financing as reasonably determined by Prudential Securities Incorporated. (d) It is understood that any of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Operating Partnership agrees Company and the Selling Securityholders, severally and not jointly, agree to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Operating PartnershipCompany and the Selling Securityholders, at the a purchase price specified in Schedule 1 heretoof $_______ per share, the number of Firm Securities set forth opposite the name of such Underwriter in Schedule 2 1 hereto. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Operating Partnership Company and Selling Securityholders at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Operating Partnership Company and Selling Securityholders to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds (the "Wired Funds") to the Operating Partnership in such funds as are specified in Schedule 1 heretoaccount of the Company and the Selling Securityholders. Such delivery of and payment for the Firm Securities shall be made at the dateoffices of Wilsxx Xxxxxxx Xxxxxxxx xxx Rosaxx, time and place identified in Schedule 1 heretoX.C., 650 Xxxx Xxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx xx 9:30 A.M., New York time, on March , 2000, or at such other dateplace, time or place date as the Representatives and the Operating Partnership Company may agree upon or as the Representatives may determine pursuant to Section 8 11 hereof, such time and date and time of delivery against payment being herein referred to as the “"Firm Closing Date”". The Operating Partnership Company and Selling Securityholders will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives at the offices in New York, New York of the Operating Partnership’s Company's transfer agent or registrar or warrant agent or of Citigroup Global Markets Inc. Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date. (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, 378,500 Option Securities and each Selling Securityholder hereby grants to the several Underwriters an option to purchase, severally and not jointly, the number of Option Securities set forth opposite such Selling Securityholder's name on Schedule 2 hereto. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 4. The option granted hereby may be exercised as to all or any part of the Option Securities from time to time within thirty days after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading). In the event such option is exercised with respect to less than 478,500 Option Securities, the Officer Selling Securityholder will sell the first 100,000 Option Securities and the Company will sell the remaining Option Securities to be sold. The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company and the Selling Securityholders setting forth the aggregate amount of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives, the Selling Securityholders and the Company may agree upon or as the Representatives may determine pursuant to Section 11 hereof, is herein called the "Option Closing Date" with respect to such Option Securities. Upon exercise of the option as provided herein, the Company and each Selling Securityholder shall become obligated to sell to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligated to purchase from the Company and each Selling Securityholder, the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional shares. If the option is exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered by and to the Company and the Selling Securityholders on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 4, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph (b), to refer to such Option Securities and Option Closing Date, respectively. (c) The Company and the Selling Securityholders hereby acknowledge that the wire transfer by or on behalf of the Underwriters of the purchase price for any Securities does not constitute closing of a purchase and sale of the Securities. Only execution and delivery of a receipt for Securities by the Underwriters indicates completion of the closing of a purchase of the Securities from the Company or the Selling Securityholders. Furthermore, in the event that the Underwriters wire funds to the Company or the Selling Securityholders prior to the completion of the closing of a purchase of Securities, the Company and the Selling Securityholders hereby acknowledge that until the Underwriters execute and deliver a receipt for the Securities, by facsimile or otherwise, the Company and the Selling Securityholders will not be entitled to the Wired Funds and shall return the Wired Funds to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Securities is not completed and the Wired Funds are not returned by the Company or the Selling Securityholders to the Underwriters on the same day the Wired Funds were received by the Company or the Selling Securityholders, the Company, or the Selling Securityholder who received such Wired Funds, as applicable, agrees to pay to the Underwriters in respect of each day the Wired Funds are not returned by it, in same-day funds, interest on the amount of such Wired Funds in an amount representing the Underwriters' cost of financing as reasonably determined by Prudential Securities Incorporated. (d) It is understood that any of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, covenants and agreements and covenants herein contained and contained, but subject to the terms and conditions herein set forth, the Operating Partnership Company agrees to issue and sell to each of the Underwriters, Underwriters and each of the Underwriters, severally and not jointly, agrees agree to purchase from the Operating PartnershipCompany, at the a purchase price specified in Schedule 1 heretoper Share of $3.30, the number of Securities set forth opposite the name of such Underwriter in Schedule 2 hereto. One or more certificates in definitive form for the Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or respective names as the Representatives request upon notice to the Operating Partnership at least 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Operating Partnership to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters in Schedule I. In addition, the Company shall issue to the Representative a warrant to purchase a number of shares of Common Stock equal to 10% of the Shares underlying the sale of Shares in the Offering (the "Underwriters Warrants"). The Underwriters Warrants shall be exercisable from the Closing of such Shares until the fourth anniversary of such Closing, and shall have an exercise price of 120% of the offering price attributable to such Shares. The Underwriters Warrants shall not be entitled to cashless exercise and shall be accompanied by customary "piggyback" registration rights with respect to the Shares obtained upon exercise of the Underwriters Warrants, all as may be agreed to in more detail by the parties. (b) Payment of the purchase price therefor to the Operating Partnership in such funds as are specified in Schedule 1 hereto. Such for, and delivery of and payment for certificates for, the Securities shall be made at the dateoffices of the Representative, time and place identified in Schedule 1 heretoat the address listed above, or at such other date, time or place as the Representatives shall be agreed upon by you and the Operating Partnership may agree upon Company, at 8:00 A.M. on the third or fourth Business Day (as permitted under Rule 15c6-1 under the Representatives may determine pursuant to Section 8 hereofExchange Act) after the determination of the initial public offering price of the Shares, or such other time not later than ten business days after such date as shall be agreed upon by you and the Company (such time and date of payment and delivery against payment being herein referred to as called the “"Closing Date”"). The Operating Partnership will make Payment for the Securities shall be made to the Company by wire transfer in same day funds, against delivery to you at the offices of the Representative or such certificate or other location as may be mutually acceptable, for the respective accounts of the Underwriters of certificates for the Securities available to be purchased by them. Certificates for checking the Securities shall be registered in such name or names and packaging by the Representatives at the offices in New York, New York of the Operating Partnership’s transfer agent or registrar or warrant agent or of Citigroup Global Markets Inc. such authorized denominations as you may request in writing at least 24 hours two business days prior to the Closing Date. The Company will permit you to examine and package such certificates for delivery at least one full business day prior to the Closing Date. (b) It is understood that any of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Operating Partnership agrees Company and the Selling Stockholders agree, severally and not jointly, to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Operating PartnershipCompany and the Selling Stockholders, at the a purchase price specified in Schedule 1 heretoof $_____ per share, the number of Firm Securities set forth opposite the name of such Underwriter in Schedule 2 1 hereto. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives Representative request upon notice to the Operating Partnership Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Operating Partnership Company and the Selling Stockholders to the Representatives Representative for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds (the "Wired Funds") to the Operating Partnership in such funds as are specified in Schedule 1 heretorespective accounts of the Company and the Custodian on behalf of the Selling Stockholders. Such delivery of and payment for the Firm Securities shall be made at the dateoffices of Shearman & Sterling, time and place identified in Schedule 1 hereto599 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 xx 9:30 A.M., New York time, on June [__], 1999, or at such other dateplace, time or place date as the Representatives Representative and the Operating Partnership Company may agree upon or as the Representatives Representative may determine pursuant to Section 8 10 hereof, such time and date and time of delivery against payment being herein referred to as the “"Firm Closing Date”. ." The Operating Partnership Company and the Custodian will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives Representative at the offices in New York, New York of the Operating Partnership’s Company's transfer agent or registrar or warrant agent or of Citigroup Global Markets Inc. Credit Suisse First Boston Corporation at least 24 hours prior to the Firm Closing Date. (b) It For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Selling Stockholders hereby grant to the several Underwriters an option to purchase, severally and not jointly, the Option Securities in the respective share amounts indicated on Schedule 2 hereto. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 4. The option granted hereby may be exercised as to all or any part of the Option Securities from time to time within thirty (30) days after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is understood that open for trading). The Underwriters shall not be under any obligation to purchase any of you, individually the Option Securities prior to the exercise of such option. The Representative may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Custodian and not the Company setting forth the aggregate number of Option Securities as one to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives, may (Representative but shall not be earlier than two business days or later than five business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representative and Custodian may agree upon or as the Representative may determine pursuant to Section 10 hereof, is herein called the "Option Closing Date" with respect to such Option Securities. Upon exercise of the option as provided herein, the Selling Stockholders shall become obligated toto sell to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) make shall become obligated to purchase from the Selling Stockholders, the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representative in such manner as they deem advisable to avoid fractional shares. If the option is exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 4, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph (b), to refer to such Option Securities and Option Closing Date, respectively. (c) The Company and each Selling Stockholder hereby acknowledge that the wire transfer by or on behalf of any Underwriter or the Underwriters of the purchase price for any Securities does not constitute closing of a purchase and sale of the Securities. Only execution and delivery of a receipt for the Securities by the Underwriters indicates completion of the closing of a purchase of the Securities from the Company or such Selling Stockholder, as the case may be. Furthermore, in the event that the Underwriters wire funds to the Company or such Selling Stockholder prior to the completion of the closing of a purchase of Securities, the Company and each Selling Stockholder hereby acknowledge that until the Underwriters execute and deliver a receipt for the Securities, by facsimile or otherwise, the Company or such Selling Stockholder, as the case may be, will not be purchased entitled to the Wired Funds and shall return the Wired Funds to the Underwriters as soon as practicable (by such Underwriter or Underwriterswire transfer of same-day funds) upon demand. No such payment shall relieve such Underwriter or Underwriters from any In the event that the closing of its or their obligations hereunder.a purchase of the Securities is not completed and the Wired Funds are not returned by the Company

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Operating Partnership Company agrees to issue and sell the Company Firm Securities and the Selling Securityholder agrees to each of sell the Selling Securityholder Firm Securities to the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Operating PartnershipCompany and the Selling Securityholder, at the a purchase price specified in Schedule 1 heretoof $________ per share, the number of Firm Securities set forth opposite the name of such Underwriter in Schedule 2 1 hereto. The number of Firm Securities to be purchased from the Company and the Selling Securityholder, respectively (as adjusted by the Representatives to avoid fractions), by each of the Underwriters shall be determined by multiplying the aggregate number of such Firm Securities to be sold by the Company or the Selling Securityholder, as the case may be, by a fraction, the numerator of which is the number of Firm Securities, set forth opposite the name of such Underwriter on Schedule 1 hereto and the denominator of which is the total number of Firm Securities set forth on Schedule 1 hereto. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Operating Partnership Company and the Selling Securityholder at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Operating Partnership Company and the Selling Securityholder to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same- day funds (the "Wired Funds") to the Operating Partnership in such funds as are specified in Schedule 1 heretorespective accounts of the Company and the Selling Securityholder. Such delivery of and payment for the Firm Securities shall be made at the dateoffices of Wildman, time and place identified in Schedule 1 heretoHarrold, Xxxxx & Xxxxx, Chicago, Illinois, at 8:30 A.M., Chicago time, on __________, 1999, or at such other dateplace, time or place date as the Representatives Representatives, the Company and the Operating Partnership Selling Securityholder may agree upon or as the Representatives may determine pursuant to Section 8 9 hereof, such time and date and time of delivery against payment being herein referred to as the “"Firm Closing Date”". The Operating Partnership Each of the Company and the Selling Securityholder severally will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives at the offices in New York, New York of the Operating Partnership’s Company's transfer agent or registrar or warrant agent or of Citigroup Global Markets Inc. Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date. (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company and the Selling Securityholder hereby grant to the several Underwriters options to purchase, severally and not jointly, the Option Securities in the respective amounts of 387,500 shares and 775,000 shares. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 3. The options granted hereby may be exercised as to all or any part of the Option Securities from time to time within thirty (30) days after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such options. The Representatives may from time to time exercise the options granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company and the Selling Securityholder setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the options and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercise of the options and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives, the Company and the Selling Securityholder may agree upon or as the Representatives may determine pursuant to Section 9 hereof, is herein called the "Option Closing Date" with respect to such Option Securities. Upon exercise of the options as provided herein, the Company shall become obligated to issue and sell and the Selling Securityholder shall become obligated to sell to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligated to purchase from the Company and the Selling Securityholder, the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the options as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional shares. Any partial exercise of the options granted hereby shall be made on a pro rata basis in proportion to the respective maximum number of Option Securities to be sold by each of the Company and the Selling Securityholder as set forth herein. If the options are exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 3, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph (b), to refer to such Option Securities and Option Closing Date, respectively. (c) Each of the Company and the Selling Securityholder hereby acknowledges that the wire transfer by or on behalf of the Underwriters of the purchase price for any Securities does not constitute closing of a purchase and sale of the Securities. Only execution and delivery of a receipt for Securities by the Underwriters indicates completion of the closing of a purchase of the Securities from the Company or the Selling Securityholder, as the case may be. Furthermore, in the event that the Underwriters wire funds to the Company or the Selling Securityholder prior to the completion of the closing of a purchase of Securities, each of the Company and the Selling Securityholder hereby acknowledges that until the Underwriters execute and deliver a receipt for the Securities, by facsimile or otherwise, the Company or the Selling Securityholder, as the case may be, will not be entitled to the wired funds and shall return the wired funds to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Securities is not completed and the wired funds are not returned by the Company or the Selling Securityholder, as the case may be, to the Underwriters on the same day the wired funds were received by the Company or the Selling Securityholder, as the case may be, each of the Company and the Selling Securityholder agrees to pay to the Underwriters in respect of each day the wire funds are not returned by it, in same- day funds, interest on the amount of such wire funds in an amount representing the Underwriters' cost of financing as reasonably determined by Prudential Securities Incorporated. (d) It is understood that any of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase Sale and Delivery of the Securities. (a) On The Company agrees to issue and sell the Securities to the Underwriters named in the Underwriting Agreement, and each Underwriter, on the basis of the representations, warranties, warranties and agreements and covenants set forth herein contained and subject to the terms and conditions herein set forthforth herein, the Operating Partnership agrees to issue and sell to each of the Underwriters, and each of the Underwritersagrees, severally and not jointly, agrees to purchase from the Operating Partnership, at Company the purchase price specified in Schedule 1 hereto, the number respective principal amount of Securities set forth opposite such Underwriter's name in the name of such Underwriter in Schedule 2 hereto. One or more certificates in definitive form for the Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Operating Partnership Underwriting Agreement at least 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Operating Partnership to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor to set forth in the Operating Partnership in such funds as are specified in Schedule 1 hereto. Such Underwriting Agreement. (b) Payment for and delivery of and payment for the Securities shall will be made at the date, time and place identified set forth in Schedule 1 hereto, or at the Underwriting Agreement. The time and date of such other date, time or place as the Representatives payment and the Operating Partnership may agree upon or as the Representatives may determine pursuant to Section 8 hereof, such date and time of delivery against payment being herein is referred to herein as the “Closing Date.”. (c) The Operating Partnership will make such certificate or certificates for Company acknowledges and agrees that the Underwriters named in the Underwriting Agreement are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to any offering of Securities available for checking and packaging by contemplated hereby (including in connection with determining the Representatives at the offices in New York, New York terms of the Operating Partnership’s transfer agent or registrar or warrant agent or of Citigroup Global Markets Inc. at least 24 hours prior to the Closing Date. (boffering) It is understood that any of you, individually and not as one a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, no such Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the Representativestransactions contemplated hereby, may (but and such Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by such Underwriters named in the Underwriting Agreement of the Company, the transactions contemplated thereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunderCompany.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, each of the Operating Partnership Company and Finance Co. agrees to issue and sell to each of the Underwriters, and each of the Underwriters, acting severally and not jointly, agrees agree to purchase purchase, Notes in the respective amounts set forth on Schedule 1A hereto from the Operating Partnership, Company at 98.273% of their principal amount (such percentage of the purchase price specified in Schedule 1 heretoprincipal amount, the number of Securities set forth opposite the name of such Underwriter in Schedule 2 hereto. “Purchase Price”). (b) One or more certificates in definitive form for the Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives Underwriters request upon notice to the Operating Partnership Company at least 48 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Operating Partnership Company and Finance Co. to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price Purchase Price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Operating Partnership in Closing Date, or by such funds means as are specified in Schedule 1 heretothe parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Securities shall be made at the dateoffices of Xxxx, time and place identified in Schedule 1 heretoWeiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx prior to 11:00 A.M. London time, on September 14, 2012, or at such other dateplace, time or place date as the Representatives Underwriters, on the one hand, and the Operating Partnership Company, on the other hand, may agree upon or as the Representatives may determine pursuant to Section 8 hereofupon, such time and date and time of delivery against payment being herein referred to as the “Closing Date”. The Operating Partnership will make such certificate or certificates for the Securities available for checking and packaging by the Representatives at the offices in New York, New York of the Operating Partnership’s transfer agent or registrar or warrant agent or of Citigroup Global Markets Inc. at least 24 hours prior to .” On the Closing Date. (b) It is understood that any of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any delivery of the Securities to shall be purchased by such Underwriter or Underwriters. No such payment made through the facilities of Clearstream Banking, société anonyme, Luxembourg (“Clearstream”) and Euroclear Bank S.A./N.V., as operator of the Euroclear system (“Euroclear”) unless the Representatives shall relieve such Underwriter or Underwriters from any of its or their obligations hereunderotherwise instruct.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Operating Partnership agrees Company and the Selling Stockholders agree to issue and sell to each of the Underwriters, the number of Firm Securities set forth opposite the name of the Selling Stockholders and the Company in Schedule 1 hereto, and each of the Underwriters, severally and not jointly, agrees agree to purchase from the Operating PartnershipCompany and Selling Stockholder, at the a purchase price specified in Schedule 1 heretoof $_______ per share, the number of Firm Securities set forth opposite the name of such Underwriter in Schedule 2 hereto. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Operating Partnership Company at least 48 [48] hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Operating Partnership Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds (the "Wired Funds") to the Operating Partnership in such funds as are specified in Schedule 1 heretoaccount of the Company and the Selling Stockholders. Such delivery of and payment for the Firm Securities shall be made at the dateoffices of ________________ at 9:30 A.M., time and place identified in Schedule 1 heretoNew York time, on ______, 1999, or at such other dateplace, time or place date as the Representatives Representatives, the Company and the Operating Partnership Selling Stockholders may agree upon or as the Representatives may determine pursuant to Section 8 9 hereof, such time and date and time of delivery against payment being herein referred to as the “"Firm Closing Date”". The Operating Partnership Company and the Selling Stockholders will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives at the offices in New York, New York of the Operating Partnership’s Company's transfer agent or registrar or warrant agent or of Citigroup Global Markets Inc. Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date. (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company and the Selling Stockholders hereby grant to the several Underwriters an option to purchase, severally and not jointly, the Option Securities, in such amounts as are identified on Schedule 3 hereto. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 3. The option granted hereby may be exercised as to all or any part of the Option Securities from time to time within thirty days after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company and the Selling Stockholders setting forth the aggregate principal amount of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives, the Company and the Selling Stockholders may agree upon or as the Representatives may determine pursuant to Section 9 hereof, is herein called the "Option Closing Date" with respect to such Option Securities. Upon exercise of the option as provided herein, the Company and the Selling Stockholders shall become obligated to sell to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligated to purchase from the Company and the Selling Stockholders, the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional Shares. If the option is exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 3, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph (b), to refer to such Option Securities and Option Closing Date, respectively. (c) The Company and the Selling Stockholders hereby acknowledge that the wire transfer by or on behalf of the Underwriters of the purchase price for any Shares does not constitute closing of a purchase and sale of the Shares. Only execution and delivery of a receipt for Shares by the Underwriters indicates completion of the closing of a purchase of the Shares from the Company and the Selling Stockholders. Furthermore, in the event that the Underwriters wire funds to the Company and the Selling Stockholders prior to the completion of the closing of a purchase of Shares, the Company and the Selling Stockholders hereby acknowledge that until the Underwriters execute and deliver a receipt for the Shares, by facsimile or otherwise, the Company and the Selling Stockholders will not be entitled to the Wired Funds and shall return the Wired Funds to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Shares is not completed and the Wired Funds are not returned by the Company and/or the Selling Stockholders to the Underwriters on the same day the Wired Funds were received by the Company and/or the Selling Stockholders, the Company and the Selling Stockholders agree to pay to the Underwriters in respect of each day the Wired Funds are not returned by it, in same-day funds, interest on the amount of such Wired Funds in an amount representing the Underwriters' cost of financing as reasonably determined by Prudential Securities Incorporated. (d) It is understood that any of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Operating Partnership Company agrees to issue and sell to each of the UnderwritersInitial Purchasers, and each of the UnderwritersInitial Purchasers, acting severally and not jointly, agrees agree to purchase the Securities in the respective amounts set forth on Schedule 1 hereto from the Operating PartnershipCompany at 98.75% of their principal amount plus accrued interest, at the purchase price specified in Schedule 1 heretoif any, the number of Securities set forth opposite the name of such Underwriter in Schedule 2 heretofrom February 19, 2020. One or more certificates in definitive form or global form for the Securities that the several Underwriters Initial Purchasers have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives Initial Purchasers request upon notice to the Operating Partnership Company at least 48 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Operating Partnership Company to the Representatives for the respective accounts of the UnderwritersInitial Purchasers, against payment by or on behalf of the Underwriters Initial Purchasers of the purchase price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Operating Partnership in Closing Date, or by such funds means as are specified in Schedule 1 heretothe parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Securities shall be made at the dateoffices of Xxxxxx Xxxxxx & Xxxxxxx llp, time and place identified in Schedule 1 hereto00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx at 10:00 A.M., New York time, on February 19, 2020, or at such other dateplace, time or place date as the Representatives Initial Purchasers, on the one hand, and the Operating Partnership Company, on the other hand, may agree upon or as the Representatives may determine pursuant to Section 8 hereofupon, such time and date and time of delivery against payment being herein referred to as the “Closing Date”. .” The Operating Partnership Company will make such certificate or certificates for the Securities available for checking and packaging by the Representatives Initial Purchasers at the offices of BofA Securities, Inc. in New York, New York of the Operating Partnership’s transfer agent York, or registrar or warrant agent or of Citigroup Global Markets at such other place as BofA Securities, Inc. may designate, at least 24 hours prior to the Closing Date. The Company hereby acknowledges that circumstances under which the Initial Purchasers may provide notice to postpone the Closing Date as originally scheduled include, but are in no way limited to, any determination by the Company or the Initial Purchasers to recirculate to investors copies of an amended or supplemented Offering Memorandum or a delay as contemplated by the provisions of Section 18 hereof. (b) It is understood that any of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Operating Partnership Company agrees to issue and sell the Company Firm Securities, and the Selling Securityholder agrees to each of sell the Underwriters, Selling Securityholder Firm Securities to the Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Operating PartnershipCompany and the Selling Securityholder, at the a purchase price specified in Schedule 1 heretoof $ per share, the number of Firm Securities set forth opposite the name of such Underwriter in Schedule 2 1 hereto. The number of Firm Securities to be purchased from the Company and the Selling Securityholder, respectively (as adjusted by the Representatives to avoid fractions), by each of the Underwriters shall be determined by multiplying the aggregate number of such Firm Securities to be sold by the Company or the Selling Securityholder, as the case may be, as set forth opposite the name of such Underwriter on Schedule 1 hereto and the denominator of which is the total number of Firm Securities set forth on Schedule 1 hereto. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Operating Partnership Company and the Selling Securityholder at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Operating Partnership Company and the Selling Securityholder to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds to the Operating Partnership in such funds as are specified in Schedule 1 heretorespective accounts of the Company and the Selling Securityholder. Such delivery of and payment for the Firm Securities shall be made at the dateoffices of Fulbright & Xxxxxxxx L.L.P., time and place identified in Schedule 1 hereto000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at [9:30 A.M.], New York time, on , 1998, or at such other dateplace, time or place date as the Representatives Representatives, the Company and the Operating Partnership Selling Securityholder may agree upon or as the Representatives may determine pursuant to Section 8 9 hereof, such time and date and time of delivery against payment being herein referred to as the “"Firm Closing Date”. The Operating Partnership ." Each of the Company and the Selling Securityholder severally will make such certificate or certificates for the Firm Securities to be sold by it available for checking and packaging by the Representatives at the offices in New York, New York of the Operating Partnership’s Company's transfer agent or registrar or warrant agent or of Citigroup Global Markets Inc. Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date. (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 3. The option granted hereby may be exercised as to all or any part of the Option Securities from time to time within thirty days after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives and the Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, is herein called the "Option Closing Date" with respect to such Option Securities. Upon exercise of the option as provided herein, the Company shall become obligated to issue and sell to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligated to purchase from the Company, the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional shares. If the option is exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 3, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph (b), to refer to such Option Securities and Option Closing Date, respectively. (c) Each of the Company and the Selling Securityholder hereby acknowledges that the wire transfer by or on behalf of the Underwriters of the purchase price for any Shares does not constitute closing of a purchase and sale of the Shares. Only execution and delivery of a receipt for Shares by the Underwriters indicates completion of the closing of a purchase of the Shares from the Company and the Selling Securityholder. Furthermore, in the event that the Underwriters wire funds to the Company and the Selling Securityholder prior to the completion of the closing of a purchase of Shares, each of the Company and the Selling Securityholder hereby acknowledges that until the Underwriters execute and deliver a receipt for the Shares, by facsimile or otherwise, the Company and the Selling Securityholder will not be entitled to the wired funds and shall return the wired funds to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Shares is not completed and the wire funds are not returned by the Company or the Selling Securityholder to the Underwriters on the same day the wired funds were received by the Company and the Selling Securityholder, each of the Company and the Selling Securityholder severally agree to pay to the Underwriters in respect of each day the wire funds are not returned by it, in same-day funds, interest on the amount of such wire funds in an amount representing the Underwriters' cost of financing as reasonably determined by Prudential Securities Incorporated. (d) It is understood that any of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Operating Partnership Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, Underwriters severally and not jointly, agrees to purchase from the Operating PartnershipCompany, at the purchase price specified in Schedule 1 hereto97.0% of their principal amount, the number respective aggregate principal amounts of Securities the Notes set forth opposite their respective names on Exhibit C hereto. The obligations of the name Underwriters under this Agreement are several and not joint. In addition, the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriters, and each of the Underwriters severally shall have the option to purchase (the "Option"), up to an aggregate of $10,000,000 in principal amount of Option Notes at 97.0% of their principal amount. The Option will expire thirty days after the date hereof and may be exercised once, solely for the purpose of covering over-allotments made in connection with the offering of the Firm Notes. The exercise of the Option by the Underwriters will be subject to such exercise being permitted under the Senior Credit Facility (as defined in the Indenture). The aggregate principal amount of Option Notes to be purchased by each Underwriter upon the exercise of the Option shall be in the same proportion that the total principal amount of Firm Notes purchased by such Underwriter in Schedule 2 heretoas set forth on Exhibit C hereto bears to the total principal amount of Firm Notes purchased by the Underwriters. One or more certificates in definitive form for the Securities Notes that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names names, as the Representatives request each Underwriter requests upon notice to the Operating Partnership Company at least 48 hours prior to the Closing DateDate and the Additional Closing Date (as defined), if any, shall be delivered by or on behalf of the Operating Partnership to the Representatives for the respective accounts of the UnderwritersCompany, against payment by or on behalf of the Underwriters Underwriters, of the purchase price therefor by wire transfer of immediately available funds to the Operating Partnership account of the Company previously designated by it in such funds as are specified in Schedule 1 heretowriting. Such delivery of and payment for the Securities Firm Notes and the related Guarantees shall be made at the dateoffices of Cahixx Xxxxxx & Xeinxxx, time and place identified in Schedule 1 hereto00 Pine 15 -00- Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx 9:00 A.M., New York time, on October 15, 1996, or at such other date, time or place date as the Representatives Underwriters and the Operating Partnership Company may agree upon or as the Representatives Underwriters may determine pursuant to Section 8 7(i) hereof, such time and date and time of delivery against payment being herein referred to as the “"Closing Date”. ." Delivery of and payment for the Option Notes and the related Guarantees shall be made at the above-mentioned offices of Cahixx Xxxxxx & Xeinxxx, xx such date (which may be the same as the Closing Date but shall in no event be earlier than the Closing Date nor later than ten days after the giving of the notice hereinafter referred to) as shall be designated in a written notice from the Underwriters to the Company of their determination to purchase an amount, specified in said notice, of Option Notes, such time and date of delivery against payment being herein referred to as the "Additional Closing Date." The Operating Partnership Company will make such certificate or certificates for the Securities available for checking and packaging by the Representatives Underwriters at the offices in New York, New York of the Operating Partnership’s transfer agent or registrar or warrant agent or of Citigroup Global Markets Inc. CIBC Wood Gundy Securities Corp. at least 24 hours prior to the Closing Date and the Additional Closing Date. , if any. The Issuers hereby confirm their engagement of Alex. Browx & Xons Incorporated and Alex. Browx & Xons Incorporated hereby confirms its engagement with the Issuers to render services as, a "qualified independent underwriter" within the meaning of Rules 2720(b)(15)(A) through (bb)(15)(G) It is understood that any of youthe Conduct Rules of the NASD with respect to the offering and sale of the Securities. Alex. Browx & Xons Incorporated, individually solely in its capacity as qualified independent underwriter and not otherwise, is referred to herein as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder"Independent Underwriter."

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Operating Partnership Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Operating Partnership, Company at the a purchase price specified in Schedule 1 heretoof $________ per share, the number of Firm Securities set forth opposite the name of such Underwriter in Schedule 2 1 hereto. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Operating Partnership Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Operating Partnership Company to the Representatives Meridian Capital Group, Inc. for the respective accounts of the Underwriters, against payment to the Company by or on behalf of the Underwriters of the purchase price therefor by certified or official bank check or checks drawn upon or by a New York Clearing House bank and payable in next-day funds to the Operating Partnership in such funds as are specified in Schedule 1 heretoorder of the Company. Such delivery of and payment for the Firm Securities shall be made at the dateoffices of Xxxx & Xxxxx Professional Corporation, time and place identified in Schedule 1 hereto0000 Xxxxxxx Xxxx Xxxx, 00xx Xxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000, at 8:30 A.M. Los Angeles time, on _______________, 1998, or at such other dateplace, time or place date as the Representatives and the Operating Partnership Company may agree upon or as the Representatives may determine pursuant to Section 8 10 hereof, such time and date and time of delivery against payment being herein referred to as the “Closing Date”. "FIRM CLOSING DATE." The Operating Partnership Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives at the offices in New York, New York of the Operating Partnership’s transfer agent or registrar or warrant agent or of Citigroup Global Markets Inc. at least 24 hours prior to the Firm Closing DateDate at such location as may be designated by the Representatives. (b) Solely for the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, each Over-Allotment Stockholder hereby grants to the several Underwriters an option to purchase, severally and not jointly, the number of Option Securities set forth in Schedule 3 hereto opposite such Over-Allotment Stockholder's name on such Schedule. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 4. The options granted hereby may be exercised as to all or any part of the Option Securities one time within 45 days after the date of the Prospectus (or if such 45th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading). The foregoing option granted by the Company shall not be exercisable unless and until the foregoing options granted by the Over-Allotment Stockholders shall have first been expired in full. If the foregoing options granted by the Over-Allotment Stockholders are exercised with respect to less than all the Option Securities purchasable from the Over-Allotment Stockholders, such Option Securities shall be purchased from each Over-Allotment Stockholder pro rata in proportion to the number of Option Securities set forth opposite such Over-Allotment Stockholder's name on Schedule 3 hereto bears to the aggregate number of Option Securities. The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such options. The Representatives may exercise the options granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company and the Over-Allotment Stockholder setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives but shall not be earlier than three business days or later than five business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives, the Company and the Over-Allotment Stockholders may agree upon or as the Representatives may determine pursuant to Section 10 hereof, is herein called the "OPTION CLOSING DATE" with respect to such Option Securities. Upon exercise of the options as provided herein, the Company and each Over-Allotment Stockholder, as the case may be, shall become obligated to sell to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligated to purchase from the Company and the Over-Allotment Stockholders, the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional shares. If the options are exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 4, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph (b), to refer to such Option Securities and Option Closing Date, respectively. (c) It is understood that any of you, individually and not as one of the Representatives, Representatives may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Operating Partnership Company agrees to issue and sell to, and each of the Selling Securityholders agrees to sell to, each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Operating Partnership, Company and the Selling Securityholders at the a purchase price specified in Schedule 1 heretoof $______ per share, the number of Firm Securities set forth opposite the name of such Underwriter in Schedule 2 1 hereto. The Company's Firm Securities shall consist of 2,200,000 shares of Common Stock and the Selling Securityholders' Firm Securities shall consist of 800,000 shares of Common Stock. The number of Firm Securities to be purchased by each Underwriter from the Company and each Selling Securityholder shall be as nearly as practicable in the same proportion to the total number of Firm Securities being sold by each of the Company and each Selling Securityholder as the total number of Firm Securities to be purchased by such Underwriter bears to the total number of Firm Securities to be purchased by the Underwriters hereunder. The obligations of the Company and of each of the Selling Securityholders shall be several and not joint. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Operating Partnership Company and the Selling Securityholders at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Operating Partnership Company and the Selling Securityholders to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer payable in same-day funds (the "Wired Funds") to the Operating Partnership order of the Company in the case of the Company's Firm Securities and to the order of the Custodian in the case of the Selling Securityholders' Firm Securities. At the election of the several Underwriters, which election shall be made by the Representatives on behalf of such funds as are specified in Schedule 1 heretoUnderwriters, delivery of the Firm Securities may be made through the book-entry facilities of The Depository Trust Company on behalf of the Company to Prudential Securities Incorporated for the account of such Underwriters. Such delivery of and payment for the Firm Securities shall be made at the dateoffices of King & Spalding, time and place identified in Schedule 1 hereto120 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 xx 9:30 A.M., New York time, on April __, 1997; or at such other dateplace, time or place date as the Representatives and the Operating Partnership Company may agree upon or as the Representatives may determine pursuant to Section 8 9 hereof, such time and date and time of delivery against payment being herein referred to as the “"Firm Closing Date”. ." The Operating Partnership Company and the Selling Securityholders will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives at the offices in New York, New York of the Operating Partnership’s Company's transfer agent or registrar or warrant agent or of Citigroup Global Markets Inc. Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date. (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company and the Selling Securityholders hereby grant to the several Underwriters an option to purchase, severally and not jointly, the Option Securities in the order and in the amounts set forth in Section 1 of this Agreement. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 3. The option granted hereby may be exercised as to all or any part of the Option Securities from time to time within thirty days after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives, the Company and the Attorneys-In-Fact, on behalf of the Selling Securityholders, may agree upon or as the Representatives may determine pursuant to Section 9 hereof, is herein called the "Option Closing Date" with respect to such Option Securities. Upon exercise of the option as provided herein, the Company and the Selling Securityholders shall become obligated, subject to the terms and conditions in Section 1 of this Agreement, to sell to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligated to purchase from the Company and the Selling Securityholders, the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional shares. If the option is exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 3 with respect to the sale of the Firm Securities, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph (b), to refer to such Option Securities and Option Closing Date, respectively. (c) The Company and each of the Selling Securityholders hereby acknowledge that the wire transfer by or on behalf of the Underwriters of the purchase price for any Securities does not constitute the closing of a purchase and sale of the Securities. Only execution and delivery of a receipt for Securities by the Underwriters indicates completion of the closing of a purchase of the Securities from the Company and the Selling Securityholders. Furthermore, in the event that the Underwriters wire funds to the Company and the Selling Securityholders prior to the completion of the closing of a purchase of the Securities, the Company and the Selling Securityholders hereby acknowledge that until the Underwriters execute and deliver a receipt for the Securities, by facsimile or otherwise, the Company and the Selling Securityholders will not be entitled to the Wired Funds and shall return the Wired Funds to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of the Securities is not completed and the Wired Funds are not returned by the Company and the Selling Securityholders to the Underwriters on the same day the Wired Funds were received by the Company and the Selling Securityholders, the Company and each of the Selling Securityholders agree to reimburse the Underwriters for each day the Wired Funds are not returned, in same-day funds, interest on the amount of Wired Funds in an amount equal to each day's interest, based on an annual interest rate, simple interest, representing the Underwriters' cost of financing as reasonably determined by Prudential Securities Incorporated. Upon satisfactory receipt of the Securities by the Underwriters in accordance with all the terms of this Agreement and the compliance by the Company and the Selling Securityholders with all the terms of this Agreement to be performed on or before the Closing Date, the Underwriters shall execute the receipt described above for the Securities. (d) It is understood that any of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Operating Partnership Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Operating PartnershipCompany, at the a purchase price specified in Schedule 1 heretoof $________ per share, the number of Firm Securities set forth opposite the name of such Underwriter in Schedule 2 1 hereto. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Operating Partnership Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Operating Partnership Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds (the "Wired Funds") to the Operating Partnership in such funds as are specified in Schedule 1 heretoaccount of the Company. Such delivery of and payment for the Firm Securities shall be made at the dateoffices of Xxxxxx, time and place identified in Schedule 1 heretoXxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 9:30 A.M., New York time, on __________, 1997, or at such other dateplace, time or place date as the Representatives and the Operating Partnership Company may agree upon or as the Representatives may determine pursuant to Section 8 9 hereof, such time and date and time of delivery against payment being herein referred to as the “"Firm Closing Date”". The Operating Partnership Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives at the offices in New York, New York of the Operating Partnership’s Company's transfer agent or registrar or warrant agent or of Citigroup Global Markets Inc. Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date. (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 3. The option granted hereby may be exercised as to all or any part of the Option Securities from time to time within [thirty] days after the date of the Prospectus (or, if such [30th] day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives and Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, is herein called the "Option Closing Date" with respect to such Option Securities. Upon exercise of the option as provided herein, the Company shall become obligated to sell to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligated to purchase from the Company, the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional shares. If the option is exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 3, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph (b), to refer to such Option Securities and Option Closing Date, respectively. (c) The Company hereby acknowledges that the wire transfer by or on behalf of the Underwriters of the purchase price for any Securities does not constitute closing of a purchase and sale of the Securities. Only execution and delivery of a receipt for Securities by the Underwriters indicates completion of the closing of a purchase of the Securities from the Company. Furthermore, in the event that the Underwriters wire funds to the Company prior to the completion of the closing of a purchase of Securities, the Company hereby acknowledges that until the Underwriters execute and deliver a receipt for the Securities, by facsimile or otherwise, the Company will not be entitled to the wired funds and shall return the wired funds to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Securities is not completed and the wire funds are not returned by the Company to the Underwriters on the same day the wired funds were received by the Company, the Company agrees to pay to the Underwriters in respect of each day the wire funds are not returned by it, in same-day funds, interest on the amount of such wire funds in an amount representing the Underwriters' cost of financing as reasonably determined by Prudential Securities Incorporated. (d) It is understood that any either of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Operating Partnership Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Operating PartnershipCompany, at the a purchase price specified in Schedule 1 heretoof $9.45 per share, the number of Firm Securities set forth opposite the name of such Underwriter in Schedule 2 1 hereto. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request Representative requests upon notice to the Operating Partnership Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Operating Partnership Company to the Representatives Representative for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer of immediately available funds to an account designated by the Company at least 48 hours prior to the Operating Partnership in such funds as are specified in Schedule 1 heretoFirm Closing Date. Such delivery of and payment for the Firm Securities shall be made at the dateoffices of Gxxxxxx & Kxxx, time and place identified in Schedule 1 heretoS.C., 700 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx at 9:30 A.M., Milwaukee time, on _____, 1999, or at such other dateplace, time or place date as the Representatives Representative and the Operating Partnership Company may agree upon or as the Representatives Representative may determine pursuant to Section 8 9 hereof, such time and date and time of delivery against payment being herein referred to as the “"Firm Closing Date”". The Operating Partnership Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives Representative at the offices in New YorkMilwaukee, New York Wisconsin of the Operating Partnership’s Company's transfer agent or registrar or warrant agent or at the offices in Chicago, Illinois of Citigroup Global Markets LaSalle St. Securities, Inc. at least 24 hours prior to the Firm Closing Date. (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 3, plus, if the purchase and sale of any Option Securities takes place after the Firm Closing Date and after the Firm Securities are trading "ex- dividend", an amount equal to the dividends payable on such Option Securities. The option granted hereby may be exercised as to all or any part of the Option Securities within thirty days after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or holiday, on the next business day thereafter when the American Stock Exchange is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option. The Representative may exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representative but shall not be earlier than two business days or later than seven business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representative and the Company may agree upon or as the Representative may determine pursuant to Section 9 hereof, is herein called the "Option Closing Date" with respect to such Option Securities. Upon exercise of the option as provided herein, the Company shall become obligated to sell to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligated to purchase from the Company, the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representative in such manner as it deems advisable to avoid fractional shares. If the option is exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 3, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph (b), to refer to such Option Securities and Option Closing Date, respectively. (c) It is understood that any of you, individually and not as one of the Representatives, you may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Operating Partnership Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Operating PartnershipCompany, at the purchase price specified in Schedule 1 hereto, the number of Firm Securities set forth opposite the name of such Underwriter in Schedule 2 hereto. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Operating Partnership Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Operating Partnership Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor to the Operating Partnership Company in such funds as are specified in Schedule 1 hereto. Such delivery of and payment for the Firm Securities shall be made at the date, time and place identified in Schedule 1 hereto, or at such other date, time or place as the Representatives and the Operating Partnership Company may agree upon or as the Representatives may determine pursuant to Section 8 hereof, such date and time of delivery against payment being herein referred to as the “"Firm Closing Date”". The Operating Partnership Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives at the offices in New York, New York of the Operating Partnership’s Company's transfer agent or registrar or warrant agent or of Citigroup Global Markets Inc. Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date. (b) It is understood that any of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Operating Partnership Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Operating PartnershipCompany, at the a purchase price specified in Schedule 1 heretoof $[______] per share, the number of Firm Securities set forth opposite the name of such Underwriter in Schedule 2 1 hereto. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Operating Partnership Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Operating Partnership Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds (the "Wired Funds") to the Operating Partnership in such funds as are specified in Schedule 1 heretoaccount of the Company. Such delivery of and payment for the Firm Securities shall be made at the dateoffices of Gray Xxxy Xxxx & Xreidenrich LLP, time and place identified in Schedule 1 hereto400 Xxxxxxxx Xxxxxx, Palo Alto, CA 94301, at 9:30 a.m., New York time, on [_____], 2000, or at such other dateplace, time or place date as the Representatives and the Operating Partnership Company may agree upon or as the Representatives may determine pursuant to Section 8 9 hereof, such time and date and time of delivery against payment being herein referred to as the “"Firm Closing Date”. ." The Operating Partnership Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives at the offices in New York, New York of the Operating Partnership’s Company's transfer agent or registrar or warrant agent or of Citigroup Global Markets Inc. Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 3. The option granted hereby may be exercised as to all or any part of the Option Securities from time to time within thirty days after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company setting forth the aggregate principal amount of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives and the Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, is herein called the "Option Closing Date" with respect to such Option Securities. Upon exercise of the option as provided herein, the Company shall become obligated to sell to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligated to purchase from the Company, the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional Shares. If the option is exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 3, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph (b), to refer to such Option Securities and Option Closing Date, respectively. (bc) The Company hereby acknowledges that the wire transfer by or on behalf of the Underwriters of the purchase price for any Shares does not constitute closing of a purchase and sale of the Shares. Only execution and delivery of a receipt for Shares by the Underwriters indicates completion of the closing of a purchase of the Shares from the Company. Furthermore, in the event that the Underwriters wire funds to the Company prior to the completion of the closing of a purchase of Shares, the Company hereby acknowledges that until the Underwriters execute and deliver a receipt for the Shares, by facsimile or otherwise, the Company will not be entitled to the Wired Funds and shall return the Wired Funds to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Shares is not completed and the Wired Funds are not returned by the Company to the Underwriters on the same day the Wired Funds were received by the Company, the Company agrees to pay to the Underwriters in respect of each day the Wired Funds are not returned by it, in same-day funds, interest on the amount of such Wired Funds in an amount representing the Underwriters' cost of financing as reasonably determined by Prudential Securities Incorporated. (d) It is understood that any of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Operating Partnership Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Operating PartnershipCompany, at the a purchase price specified in Schedule 1 heretoof $_________ per share, the number of Firm Securities set forth opposite the name of such Underwriter in Schedule 2 1 hereto. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Operating Partnership Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Operating Partnership Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer of Federal or similar same day funds (the "wired funds") to an account or accounts designated by the Operating Partnership in such funds as are specified in Schedule 1 heretoCompany. Such delivery of and payment for the Firm Securities shall be made at the dateoffices of Browx & Xood XXX, time and place identified in Schedule 1 heretoOne Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 xx 9:30 A.M., New York time, on November __, 1996 or at such other dateplace, time or place date as the Representatives and the Operating Partnership Company may agree upon or as the Representatives may determine pursuant to Section 8 9 hereof, such time and date and time of delivery against payment being herein referred to as the “"Firm Closing Date”". The Operating Partnership Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives at the offices in New York, New York of the Operating Partnership’s Company's transfer agent or registrar or warrant agent or of Citigroup Global Markets Inc. Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date. (b) It is understood The Company hereby acknowledges that any of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment wire transfer by or on behalf of any Underwriter or the Underwriters of the purchase price for any Securities does not constitute closing of a purchase and sale of the Securities. Only execution and delivery of a receipt for Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or the Underwriters from any indicates completion of its or their obligations hereunder.the

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Operating Partnership Company agrees to issue and sell to, and the Selling Securityholder agrees to sell to, each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Operating Partnership, Company and the Selling Securityholder at the a purchase price specified in Schedule 1 heretoof $______ per share, the number of Firm Securities set forth opposite the name of such Underwriter in Schedule 2 1 hereto. The Company's Firm Securities shall consist of 500,000 shares of Common Stock and the Selling Securityholder's Firm Securities shall consist of 2,500,000 shares of Common Stock. The number of Firm Securities to be purchased by each Underwriter from the Company and the Selling Securityholder shall be as nearly as practicable in the same proportion to the total number of Firm Securities being sold by the Company and the Selling Securityholder as the total number of Firm Securities to be purchased by such Underwriter bears to the total number of Firm Securities to be purchased by the Underwriters hereunder. The obligations of the Company and of the Selling Securityholder shall be several and not joint. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Operating Partnership Company and the Selling Securityholder at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Operating Partnership Company and the Selling Securityholder to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer payable in same-day funds (the "Wired Funds") to the Operating Partnership order of the Company in the case of the Company's Firm Securities and to the order of the Custodian in the case of the Selling Securityholder's Firm Securities. At the election of the several Underwriters, which election shall be made by the Representatives on behalf of such funds as are specified in Schedule 1 heretoUnderwriters, delivery of the Firm Securities may be made through the book-entry facilities of The Depository Trust Company on behalf of the Company to Prudential Securities Incorporated for the account of such Underwriters. Such delivery of and payment for the Firm Securities shall be made at the dateoffices of King & Spalding, time and place identified in Schedule 1 hereto000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 9:30 A.M., New York time, on May __, 1997; or at such other dateplace, time or place date as the Representatives and the Operating Partnership Company may agree upon or as the Representatives may determine pursuant to Section 8 9 hereof, such time and date and time of delivery against payment being herein referred to as the “"Firm Closing Date”. ." The Operating Partnership Company and the Selling Securityholder will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives at the offices in New York, New York of the Operating Partnership’s Company's transfer agent or registrar or warrant agent or of Citigroup Global Markets Inc. Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date. (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 3. The option granted hereby may be exercised as to all or any part of the Option Securities from time to time within thirty days after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq National Market is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives and the Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, is herein called the "Option Closing Date" with respect to such Option Securities. Upon exercise of the option as provided herein, the Company shall become obligated to sell to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligated to purchase from the Company, the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional shares. If the option is exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 3 with respect to the sale of the Firm Securities, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph (b), to refer to such Option Securities and Option Closing Date, respectively. (c) The Company and the Selling Securityholder hereby acknowledge that the wire transfer by or on behalf of the Underwriters of the purchase price for any Securities does not constitute the closing of a purchase and sale of the Securities. Only execution and delivery of a receipt for Securities by the Underwriters indicates completion of the closing of a purchase of the Securities from the Company and the Selling Securityholder. Furthermore, in the event that the Underwriters wire funds to the Company and the Selling Securityholder prior to the completion of the closing of a purchase of the Securities, the Company and the Selling Securityholder hereby acknowledge that until the Underwriters execute and deliver a receipt for the Securities, by facsimile or otherwise, the Company and the Selling Securityholder will not be entitled to the Wired Funds and shall return the Wired Funds to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of the Securities is not completed and the Wired Funds are not returned by the Company and the Selling Securityholder to the Underwriters on the same day the Wired Funds were received by the Company and the Selling Securityholder, the Company and the Selling Securityholder agree to reimburse the Underwriters for each day the Wired Funds are not returned, in same-day funds, interest on the amount of Wired Funds in an amount equal to each day's interest, based on an annual interest rate, simple interest, representing the Underwriters' cost of financing as reasonably determined by Prudential Securities Incorporated. Upon satisfactory receipt of the Securities by the Underwriters in accordance with all the terms of this Agreement and the compliance by the Company and the Selling Securityholder with all the terms of this Agreement to be performed on or before the Closing Date, the Underwriters shall execute the receipt described above for the Securities. (d) It is understood that any either of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Operating Partnership agrees to issue and sell to each of the UnderwritersUnderwriter, and each of the Underwriters, severally and not jointly, Underwriter agrees to purchase from the Operating Partnership, at the purchase price specified in Schedule 1 hereto, the number of Securities set forth opposite the name of such the Underwriter in Schedule 2 hereto. One or more certificates in definitive form for the Securities that the several Underwriters have Underwriter has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request Underwriter has requested upon notice to the Operating Partnership at least 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Operating Partnership to the Representatives Underwriter for the respective accounts account of the UnderwritersUnderwriter, against payment by or on behalf of the Underwriters Underwriter of the purchase price therefor to the Operating Partnership in such funds as are specified in Schedule 1 hereto. Such delivery of and payment for the Securities shall be made at the date, time and place identified in Schedule 1 hereto, or at such other date, time or place as the Representatives Underwriter and the Operating Partnership may agree upon or as the Representatives may determine pursuant to Section 8 hereof, such date and time of delivery against payment being herein referred to as the “"Closing Date”". The Operating Partnership will make has made such certificate or certificates for the Securities available for checking and packaging by the Representatives Underwriter at the offices in New York, New York of the Operating Partnership’s 's transfer agent or registrar or warrant agent or of Citigroup Global Markets Inc. the Underwriter at least 24 hours prior to the Closing Date. (b) It is understood that any of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder[Intentionally omitted].

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Operating Partnership Company agrees to issue and sell to, and each of the Selling Stockholders agrees to sell to, each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Operating PartnershipCompany and the Selling Stockholders, at the a purchase price specified in Schedule 1 heretoof $_______ per share, the number of Firm Securities set forth opposite the name of such Underwriter in Schedule 2 1 hereto. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Operating Partnership Company and the Selling Stockholders at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Operating Partnership Company and the Selling Stockholders to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same- day funds (the "Wired Funds") to the Operating Partnership in such funds account of the Company and the Selling Stockholders, as are specified in Schedule 1 heretotheir interests appear. Such delivery of and payment for the Firm Securities shall be made at the dateoffices of ________________________________ at 9:30 A.M., time and place identified in Schedule 1 heretoNew York time, on ________, 1997, or at such other dateplace, time or place date as the Representatives and the Operating Partnership Company may agree upon or as the Representatives may determine pursuant to Section 8 9 hereof, such time and date and time of delivery against payment being herein referred to as the “"Firm Closing Date”". The Operating Partnership Company and the Selling Stockholders will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives at the offices in New York, New York of the Operating Partnership’s Company's transfer agent or registrar or warrant agent or of Citigroup Global Markets Inc. Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date. (b) It is understood that For the purpose of covering any over-allotments in connection with the distribution and sale of youthe Firm Securities as contemplated by the Prospectus, individually the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as one the price per share for the Firm Securities set forth above in paragraph (a) of this Section 3, plus if the Representatives, may (but shall not be obligated to) make payment on behalf purchase and sale of any Underwriter or Underwriters for any of Option Securities takes place after the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.Firm Closing Date and after the Firm

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Operating Partnership agrees Company and each of the Selling Securityholders, severally and not jointly, agree to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Operating PartnershipCompany, at the a purchase price specified in Schedule 1 heretoof $________ per share, the number of Firm Securities set forth opposite the name of such Underwriter in Schedule 2 1 hereto. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Operating Partnership Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Operating Partnership Company and the Selling Securityholders to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds (the "Wired Funds") to the Operating Partnership in such funds as are specified in Schedule 1 heretorespective accounts of the Company and the Selling Securityholders. Such delivery of and payment for the Firm Securities shall be made at the dateoffices of General Counsel Associates LLP, time and place identified in Schedule 1 hereto0000 Xxxxxxxx Xxxxx, Xxxxxxxx Xxxx, Xxxxxxxxxx 00000 at 9:30 A.M., New York time, on May ___, 1997, or at such other dateplace, time or place date as the Representatives and the Operating Partnership Company and the Selling Securityholders may agree upon or as the Representatives may determine pursuant to Section 8 11 hereof, such time and date and time of delivery against payment being herein referred to as the “"Firm Closing Date”". The Operating Partnership Company and the Selling Securityholders will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives at the offices in New York, New York of the Operating Partnership’s Company's transfer agent or registrar or warrant agent or of Citigroup Global Markets Inc. Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date. (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 4. The option granted hereby may be exercised as to all or any part of the Option Securities from time to time within thirty days after the date of the Prospectus (or, if such thirtieth day shall be a Saturday or 12 Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives and Company may agree upon or as the Representatives may determine pursuant to Section 11 hereof, is herein called the "Option Closing Date" with respect to such Option Securities. Upon exercise of the option as provided herein, the Company shall become obligated to sell to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligated to purchase from the Company, the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional shares. If the option is exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 4, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph (b), to refer to such Option Securities and Option Closing Date, respectively. (c) The Company and the Selling Securityholders hereby acknowledge that the wire transfer by or on behalf of the Underwriters of the purchase price for any Securities does not constitute closing of a purchase and sale of the Securities. Only execution and delivery of a receipt for Securities by the Underwriters indicates completion of the closing of a purchase of the Securities from the Company and/or the Selling Securityholders. Furthermore, in the event that the Underwriters wire funds to the Company and/or the Selling Securityholders prior to the completion of the closing of a purchase of Securities, the Company and/or the Selling Securityholders hereby acknowledge that until the Underwriters execute and deliver a receipt for the Securities, by facsimile or otherwise, the Company and/or the Selling Securityholders will not be entitled to the Wired Funds and shall return the Wired Funds to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Securities is not completed and the Wired Funds are not returned by the Company and/or the Selling Securityholders to the Underwriters on the same day the Wired Funds were received by the Company and/or the Selling Securityholders, the Company and/or the Selling Securityholders agree to pay to the Underwriters in respect of each day the Wired Funds are not returned by it, in same-day funds, interest on the amount of such Wired Funds in an amount representing the Underwriters' cost of financing as reasonably determined by Prudential Securities Incorporated. (d) It is understood that any either of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Operating Partnership Company agrees to issue and sell sell, and each of the Selling Securityholders, severally and not jointly, agrees to sell, to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Operating PartnershipCompany and each of the Selling Securityholders, at the a purchase price specified in Schedule 1 heretoof $___ per share, the number of Firm Securities (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Firm Securities to be sold by the Company and each of the Selling Securityholders as set forth opposite their respective names in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Firm Securities to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 2 hereto1 hereto and the denominator of which is the aggregate number of Firm Securities to be purchased by all the Underwriters from the Company and each of the Selling Securityholders. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request Representative requests upon notice to the Operating Partnership Company and each of the Selling Securityholders at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Operating Partnership Company and each of the Selling Securityholders to the Representatives Representative for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by certified or official bank check or checks drawn upon or by a New York Clearing House bank and payable in next-day funds to the Operating Partnership in such funds order of the Company or the Custodian as are specified in Schedule 1 heretotheir interests may appear. Such delivery of and payment for the Firm Securities shall be made at the dateoffices of King & Spalding, time and place identified in Schedule 1 hereto120 W. 45th Street, New York, New Xxxx xx 0:00 X.X., Xxx Xxxx xxxx, xx ________, 1996, or at such other dateplace, time or place date as the Representatives Representative, the Company and each of the Operating Partnership Selling Securityholders may agree upon or as the Representatives Representative may determine pursuant to Section 8 9 hereof, such time and date and time of delivery against payment being herein referred to as the “"Firm Closing Date”". The Operating Partnership Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives Representative at the offices in New York, New York of the Operating Partnership’s Company's transfer agent or registrar or warrant agent or of Citigroup Global Markets Inc. Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date. (b) For the purpose of covering any over allotments in connection with the distribution and sale of the Firm Securities as contemplated by each of the Prospectus and any Integrated Prospectus, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 3. The option granted hereby may be exercised as to all or any part of the Option Securities from time to time within thirty days after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option. The Representative may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representative but shall not be earlier than two business days or later than three business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representative and the Company may agree upon or as the Representative may determine pursuant to Section 9 hereof, is herein called the "Option Closing Date" with respect to such Option Securities. Upon exercise of the option as provided herein, the Company shall become obligated to sell to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligated to purchase from the Company, the same percentage of the total number of Option Securities as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representative in such manner as it deems advisable to avoid fractional shares. If the option is exercised as to all or any portion of the Option Securities, one or more securities in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 3, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph (b), to refer to such Option Securities and Option Closing Date, respectively. (c) It is understood that any of you, individually and not as one of the RepresentativesRepresentative, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Operating Partnership Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Operating Partnership, Company at the a purchase price specified in Schedule 1 heretoof $4.35 per share, the number of Firm Securities set forth opposite the name of such Underwriter in Schedule 2 1 hereto. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Operating Partnership Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Operating Partnership Company to the Representatives Meridian Capital Group, Inc. for the respective accounts of the Underwriters, against payment to the Company by or on behalf of the Underwriters of the purchase price therefor by certified or official bank check or checks drawn upon or by a New York Clearing House bank and payable in next-day funds to the Operating Partnership in such funds as are specified in Schedule 1 heretoorder of the Company. Such delivery of and payment for the Firm Securities shall be made at the dateoffices of Xxxx & Xxxxx Professional Corporation, time and place identified in Schedule 1 hereto0000 Xxxxxxx Xxxx Xxxx, 00xx Xxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000, at 8:30 A.M. Los Angeles time, on August ____, 1998, or at such other dateplace, time or place date as the Representatives and the Operating Partnership Company may agree upon or as the Representatives may determine pursuant to Section 8 10 hereof, such time and date and time of delivery against payment being herein referred to as the “Closing Date”. "FIRM CLOSING DATE." The Operating Partnership Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives at the offices in New York, New York of the Operating Partnership’s transfer agent or registrar or warrant agent or of Citigroup Global Markets Inc. at least 24 hours prior to the Firm Closing DateDate at such location as may be designated by the Representatives. (b) Solely for the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, each Over-Allotment Stockholder hereby grants to the several Underwriters an option to purchase, severally and not jointly, the number of Option Securities set forth in Schedule 3 hereto opposite such Over-Allotment Stockholder's name on such Schedule. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 4. The options granted hereby may be exercised as to all or any part of the Option Securities one time within 45 days after the date of the Prospectus (or if such 45th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading). The foregoing option granted by the Company shall not be exercisable unless and until the foregoing options granted by the Over-Allotment Stockholders shall have first been exercised in full. If the foregoing options granted by the Over-Allotment Stockholders are exercised with respect to less than all the Option Securities purchasable from the Over-Allotment Stockholders, such Option Securities shall be purchased from each Over-Allotment Stockholder pro rata in proportion to the number of Option Securities set forth opposite such Over-Allotment Stockholder's name on Schedule 3 hereto bears to the aggregate number of Option Securities. The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such options. The Representatives may exercise the options granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company and the Over-Allotment Stockholder setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives but shall not be earlier than three business days or later than five business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives, the Company and the Over-Allotment Stockholders may agree upon or as the Representatives may determine pursuant to Section 10 hereof, is herein called the "OPTION CLOSING DATE" with respect to such Option Securities. Upon exercise of the options as provided herein, the Company and each Over-Allotment Stockholder, as the case may be, shall become obligated to sell to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligated to purchase from the Company and the Over-Allotment Stockholders, the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional shares. If the options are exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 4, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph (b), to refer to such Option Securities and Option Closing Date, respectively. (c) It is understood that any of you, individually and not as one of the Representatives, Representatives may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, each of the Operating Partnership Company and Finance Co. agrees to issue and sell to each of the Underwriters, and each of the Underwriters, acting severally and not jointly, agrees agree to purchase purchase, Notes in the respective amounts set forth on Schedule 1 hereto from the Operating Partnership, Company at 98.951% of their principal amount (such percentage of the purchase price specified in Schedule 1 heretoprincipal amount, the number of Securities set forth opposite the name of such Underwriter in Schedule 2 hereto. “Purchase Price”). (b) One or more certificates in definitive form for the Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives Underwriters request upon notice to the Operating Partnership Company at least 48 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Operating Partnership Company and Finance Co. to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price Purchase Price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Operating Partnership in Closing Date, or by such funds means as are specified in Schedule 1 heretothe parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Securities shall be made at the dateoffices of Xxxx, time and place identified in Schedule 1 heretoWeiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx prior to 11:00 A.M. London time, on November 20, 2013, or at such other dateplace, time or place date as the Representatives Underwriters, on the one hand, and the Operating Partnership Company, on the other hand, may agree upon or as the Representatives may determine pursuant to Section 8 hereofupon, such time and date and time of delivery against payment being herein referred to as the “Closing Date”. The Operating Partnership will make such certificate or certificates for the Securities available for checking and packaging by the Representatives at the offices in New York, New York of the Operating Partnership’s transfer agent or registrar or warrant agent or of Citigroup Global Markets Inc. at least 24 hours prior to .” On the Closing Date. (b) It is understood that any of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any delivery of the Securities to shall be purchased by such Underwriter or Underwriters. No such payment made in book-entry form through a common depositary for Clearstream Banking, société anonyme (“Clearstream”) and Euroclear Bank S.A./N.V.(“Euroclear”) unless the Representatives shall relieve such Underwriter or Underwriters from any of its or their obligations hereunderotherwise instruct.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Operating Partnership Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Operating PartnershipCompany, at the a purchase price specified in Schedule 1 heretoof $_______ per share, the number of Firm Securities set forth opposite the name of such Underwriter in Schedule 2 1 hereto. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Operating Partnership Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Operating Partnership Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds (the "Wired Funds") to the Operating Partnership in such funds as are specified in Schedule 1 heretoaccount of the Company. Such delivery of and payment for the Firm Securities shall be made at the dateoffices of Schuxxx Xxxh & Xabex XXX, time and place identified in Schedule 1 hereto900 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, xx 9:30 A.M., New York time, on , 1999, or at such other dateplace, time or place date as the Representatives and the Operating Partnership Company may agree upon or as the Representatives may determine pursuant to Section 8 9 hereof, such time and date and time of delivery against payment being herein referred to as the “"Firm Closing Date”". The Operating Partnership Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives at the offices in New York, New York of the Operating Partnership’s Company's transfer agent or registrar or warrant agent or of Citigroup Global Markets Inc. Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date. (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 3. The option granted hereby may be exercised as to all or any part of the Option Securities from time to time within thirty days after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company setting forth the aggregate principal amount of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives and the Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, is herein called the "Option Closing Date" with respect to such Option Securities. Upon exercise of the option as provided herein, the Company shall become obligated to sell to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligated to purchase from the Company, the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional Shares. If the option is exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 3, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph (b), to refer to such Option Securities and Option Closing Date, respectively. (c) The Company hereby acknowledges that the wire transfer by or on behalf of the Underwriters of the purchase price for any Shares does not constitute closing of a purchase and sale of the Shares. Only execution and delivery of a receipt for Shares by the Underwriters indicates completion of the closing of a purchase of the Shares from the Company. Furthermore, in the event that the Underwriters wire funds to the Company prior to the completion of the closing of a purchase of Shares, the Company hereby acknowledges that until the Underwriters execute and deliver a receipt for the Shares, by facsimile or otherwise, the Company will not be entitled to the Wired Funds and shall return the Wired Funds to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Shares is not completed and the Wired Funds are not returned by the Company to the Underwriters on the same day the Wired Funds were received by the Company, the Company agrees to pay to the Underwriters in respect of each day the Wired Funds are not returned by it, in same-day funds, interest on the amount of such Wired Funds in an amount representing the Underwriters' cost of financing as reasonably determined by Prudential Securities Incorporated. (d) It is understood that any of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Operating Partnership agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Operating Partnership, at the purchase price specified in Schedule 1 hereto, the number of Securities set forth opposite the name of such Underwriter in Schedule 2 hereto. One or more certificates in definitive form for the Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Operating Partnership at least 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Operating Partnership to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor to the Operating Partnership in such funds as are specified in Schedule 1 hereto. Such delivery of and payment for the Securities shall be made at the date, time and place identified in Schedule 1 hereto, or at such other date, time or place as the Representatives and the Operating Partnership may agree upon or as the Representatives may determine pursuant to Section 8 hereof, such date and time of delivery against payment being herein referred to as the “"Closing Date”". The Operating Partnership will make such certificate or certificates for the Securities available for checking and packaging by the Representatives at the offices in New York, New York of the Operating Partnership’s 's transfer agent or registrar or warrant agent or of Citigroup Global Markets Chase Securities Inc. at least 24 hours prior to the Closing Date. (b) It is understood that any of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth and therein set forth, the Operating Partnership Company agrees to issue and sell to each of the UnderwritersUnderwriter, and each of the Underwriters, severally and not jointly, Underwriter agrees to purchase from the Operating PartnershipCompany, at the a purchase price specified set forth in Schedule 1 hereto, the number of Securities set forth opposite the name of such Underwriter in Schedule 2 heretoFirm Securities. One or more certificates in definitive form for the Firm Securities that the several Underwriters have Underwriter has agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request Underwriter requests upon notice to the Operating Partnership Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Operating Partnership Company to the Representatives Underwriter for the respective accounts of the UnderwritersUnderwriter's account, against payment by the Underwriter or on the Underwriter's behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds (the "Wired Funds") to the Operating Partnership in such funds as are specified in Schedule 1 heretoaccount of the Company. Such delivery of and payment for the Firm Securities shall be made at the date, time and place identified in Schedule 1 hereto, hereto or at such other dateplace, time or place date as the Representatives Underwriter and the Operating Partnership Company may agree upon or as the Representatives Underwriter may determine pursuant to Section 8 hereof, such time and date and time of delivery against payment being herein referred to as the “"Firm Closing Date”". The Operating Partnership Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives Underwriter at the offices in New York, New York of the Operating Partnership’s Company's transfer agent or registrar or warrant agent or of Citigroup Global Markets Inc. at such other place as the Underwriter and the Company may agree at least 24 hours prior to the Firm Closing Date. (b) It For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company hereby grants to the Underwriter an option to purchase the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 3, plus if the purchase and sale of any Option Securities takes place after the Firm Closing Date and after the Firm Securities are trading "ex-dividend", an amount equal to the dividend payable on such Option Securities. The option granted hereby may be exercised as to all or any part of the Option Securities from time to time within thirty days after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is understood that open for trading). The Underwriter shall not be under any obligation to purchase any of you, individually the Option Securities prior to the exercise of such option. The Underwriter may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company setting forth the aggregate principal amount of Option Securities as to which the Underwriter is then exercising the option and not as one the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives, may (Underwriter but shall not be obligated to) make payment on behalf of any Underwriter earlier than two business days or Underwriters for any later than five business days after such exercise of the Securities option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Underwriter and the Company may agree upon or as the Underwriter may determine pursuant to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.Section 9 hereof,

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Operating Partnership agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Operating Partnership, at the purchase price specified in Schedule 1 hereto, the number of Securities set forth opposite the name of such Underwriter in Schedule 2 hereto. One or more certificates in definitive form for the Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Operating Partnership at least 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Operating Partnership to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor to the Operating Partnership in such funds as are specified in Schedule 1 hereto. Such delivery of and payment for the Securities shall be made at the date, time and place identified in Schedule 1 hereto, or at such other date, time or place as the Representatives and the Operating Partnership may agree upon or as the Representatives may determine pursuant to Section 8 hereof, such date and time of delivery against payment being herein referred to as the “"Closing Date”". The Operating Partnership will make such certificate or certificates for the Securities available for checking and packaging by the Representatives at the offices in New York, New York of the Operating Partnership’s 's transfer agent or registrar or warrant agent or of Citigroup Global Markets X.X. Xxxxxx Securities Inc. at least 24 hours prior to the Closing Date. (b) It is understood that any of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, each of the Operating Partnership Company and Finance Co. agrees to issue and sell to each of the Underwriters, and each of the Underwriters, acting severally and not jointly, agrees agree to purchase purchase, Notes in the respective amounts set forth on Schedule 1 hereto from the Operating Partnership, Company at 99.180% of their principal amount (such percentage of the purchase price specified in Schedule 1 heretoprincipal amount, the number of Securities set forth opposite the name of such Underwriter in Schedule 2 hereto. “Purchase Price”). (b) One or more certificates in definitive form for the Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives Underwriters request upon notice to the Operating Partnership Company at least 48 36 hours prior to the Closing Date, shall be delivered by or on behalf of the Operating Partnership Company and Finance Co. to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price Purchase Price therefor by wire transfer (same day funds), to such account or accounts as the Company shall specify prior to the Operating Partnership in Closing Date, or by such funds means as are specified in Schedule 1 heretothe parties hereto shall agree prior to the Closing Date. Such delivery of and payment for the Securities shall be made at the dateoffices of Xxxx, time and place identified in Schedule 1 heretoWeiss, Rifkind, Xxxxxxx & Xxxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx prior to 10:00 A.M. New York City time, on March 20, 2014, or at such other dateplace, time or place date as the Representatives Underwriters, on the one hand, and the Operating Partnership Company, on the other hand, may agree upon or as the Representatives may determine pursuant to Section 8 hereofupon, such time and date and time of delivery against payment being herein referred to as the “Closing Date”. .” The Operating Partnership Company will make such certificate or certificates for the Securities available for checking and packaging by the Representatives Underwriters at the offices in New Yorkof Barclays Capital Inc., New York City, or at such other place as the Representatives, on behalf of the Operating Partnership’s transfer agent or registrar or warrant agent or of Citigroup Global Markets Inc. Underwriters, may designate, at least 24 hours prior to the Closing Date. (b) It is understood that any of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Operating Partnership Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Operating Partnership, at the purchase price specified in Schedule 1 heretoCompany, the number principal amount of Securities set forth opposite the name of such Underwriter in Schedule 2 hereto1 hereto at an aggregate purchase price of $__________, plus accrued interest, if any, from __________ to the date of delivery of the Securities. One or more certificates in definitive form for the Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives Underwriters request upon notice to the Operating Partnership Company at least 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Operating Partnership Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer of immediately available funds to a bank account designated by the Operating Partnership in such funds as are specified in Schedule 1 heretoCompany. Such delivery of and payment for the Securities shall be made at the dateoffices of Debevoise & Xxxxxxxx, time and place identified in Schedule 1 hereto000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 9:30 a.m., New York time, on May __, 2000, or at such other dateplace, time or place date as the Representatives Underwriters and the Operating Partnership Company may agree upon or as the Representatives Underwriters may determine pursuant to Section 8 10 hereof, such time and date and time of delivery against payment being herein referred to as the “"Closing Date”. ." The Operating Partnership Company will make such certificate or certificates for the Securities available for checking and packaging by the Representatives Underwriters at the offices in New York, New York of the Operating Partnership’s transfer agent or registrar or warrant agent Trustee or of Citigroup Global Markets Inc. Prudential Securities Incorporated at least 24 hours prior to the Closing Date. (b) It is understood that any of you, individually and not as one of the RepresentativesUnderwriters, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, covenants and agreements and covenants herein contained and contained, but subject to the terms and conditions herein set forth, the Operating Partnership Company agrees to issue and sell to each of the Underwriters, Underwriters and each of the Underwriters, severally and not jointly, agrees agree to purchase from the Operating PartnershipCompany, at the a purchase price specified in Schedule 1 heretoper Share of $_____, the number of Securities set forth opposite the name of such Underwriter in Schedule 2 hereto. One or more certificates in definitive form for the Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or respective names as the Representatives request upon notice to the Operating Partnership at least 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Operating Partnership to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters in Schedule I. In addition, the Company shall issue to the Representative a warrant to purchase a number of shares of Common Stock equal to 10% of the Shares underlying the sale of Shares in the Offering (the "Underwriters Warrants"). The Underwriters Warrants shall be exercisable from the Closing of such Shares until the fourth anniversary of such Closing, and shall have an exercise price of 120% of the offering price attributable to such Shares. The Underwriters Warrants shall not be entitled to cashless exercise and shall be accompanied by customary "piggyback" registration rights with respect to the Shares obtained upon exercise of the Underwriters Warrants, all as may be agreed to in more detail by the parties. (b) Payment of the purchase price therefor to the Operating Partnership in such funds as are specified in Schedule 1 hereto. Such for, and delivery of and payment for certificates for, the Securities shall be made at the dateoffices of the Representative, time and place identified in Schedule 1 heretoat the address listed above, or at such other date, time or place as the Representatives shall be agreed upon by you and the Operating Partnership may agree upon Company, at 8:00 A.M. on the third or fourth Business Day (as permitted under Rule 15c6-1 under the Representatives may determine pursuant to Section 8 hereofExchange Act) after the determination of the initial public offering price of the Shares), or such other time not later than ten business days after such date as shall be agreed upon by you and the Company (such time and date of payment and delivery against payment being herein referred to as called the “"Closing Date”"). The Operating Partnership will make Payment for the Securities shall be made to the Company by wire transfer in same day funds, against delivery to you at the offices of the Representative or such certificate or other location as may be mutually acceptable, for the respective accounts of the Underwriters of certificates for the Securities available to be purchased by them. Certificates for checking the Securities shall be registered in such name or names and packaging by the Representatives at the offices in New York, New York of the Operating Partnership’s transfer agent or registrar or warrant agent or of Citigroup Global Markets Inc. such authorized denominations as you may request in writing at least 24 hours two business days prior to the Closing Date. The Company will permit you to examine and package such certificates for delivery at least one full business day prior to the Closing Date. (b) It is understood that any of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Operating Partnership Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Operating PartnershipCompany, at the a purchase price specified in Schedule 1 heretoof $14.10 per share, the number of Firm Securities set forth opposite the name of such Underwriter in Schedule 2 1 hereto. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such 10 11 denomination or denominations and registered in such name or names as the Representatives request upon notice to the Operating Partnership Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Operating Partnership Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds (the "Wired Funds") to the Operating Partnership in such funds as are specified in Schedule 1 heretoaccount of the Company. Such delivery of and payment for the Firm Securities shall be made at the dateoffices of Cleary, time and place identified in Schedule 1 heretoGottlieb, Steex & Xamixxxx, Xxe Liberty Plaza, New York, New York, at 9:30 A.M., New York time, on April 15, 1998, or at such other dateplace, time or place date as the Representatives and the Operating Partnership Company may agree upon or as the Representatives may determine pursuant to Section 8 9 hereof, such time and date and time of delivery against payment being herein referred to as the “"Firm Closing Date”". The Operating Partnership Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives at the offices in New York, New York of the Operating Partnership’s Company's transfer agent or registrar or warrant agent or of Citigroup Global Markets Inc. Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date. (b) It For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 3. The option granted hereby may be exercised as to all or any part of the Option Securities from time to time within thirty (30) days after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is understood that open for trading). The Underwriters shall not be under any obligation to purchase any of you, individually the Option Securities prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and not as one the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives, may (Representatives but shall not be obligated to) make payment on behalf of any Underwriter earlier than two business days or Underwriters for any later than five business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives and Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, is herein called the "Option Closing Date" with respect to such Option Securities. Subject to the terms and conditions herein set forth, upon exercise of the option as provided herein, the Company shall become obligated to sell to each of the several Underwriters, and each of the Underwriters, severally and not jointly, shall become obligated to purchase from the Company, the same percentage of the total number of the Option Securities as to be purchased by which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional shares. If the option is exercised as to all or Underwriters. No any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a)

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Operating Partnership Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Operating PartnershipCompany, at the a purchase price specified of $________ per Unit, which represents the public offering price set forth in Schedule 1 heretothe Prospectus less an underwriting discount of ten percent (10%), the number of Firm Securities set forth opposite the name of such Underwriter in Schedule 2 I hereto. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Operating Partnership Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Operating Partnership Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds (the "Wired Funds") to the Operating Partnership in such funds as are specified in Schedule 1 heretoaccount of the Company. Such delivery of and payment for the Firm Securities shall be made at the dateoffices of Drinker Biddle & Reath LLP, time and place identified in Schedule 1 heretoOne Logax Xxxare, Xxxxxdelphia, XX 00000 xx 9:30 A.M., New York time, on __________, 2002, or at such other dateplace, time or place date as the Representatives and the Operating Partnership Company may agree upon or as the Representatives may determine pursuant to Section 8 9 hereof, all in accordance with Rule 15c6-1 of the Exchange Act (as defined in Section 8 herein), such time and date and time of delivery against payment being herein referred to as the “"Firm Closing Date”". The Operating Partnership Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives at the offices in New York, New York of the Operating Partnership’s Company's transfer agent or registrar or warrant agent or of Citigroup Global Markets Inc. at least 24 hours prior to the Firm Closing Date. (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Securities (the "Over-Allotment Option"). The purchase price to be paid for any Option Securities shall be the same price per Unit as the price per Unit for the Firm Securities set forth above in paragraph (a) of this Section 3. The option granted hereby may be exercised as to all or any part of the Option Securities from time to time within forty-five days after the date of the Prospectus (or, if such 45th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the Nasdaq Small Cap Market (as defined in Section 5(m) herein) is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option if such exercise occurs. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives and Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, is herein called the "Option Closing Date" with respect to such Option Securities, and together with the Firm Closing Date, the "Closing Dates." Upon exercise of the option as provided herein, the Company shall become obligated to sell to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters, severally and not jointly, shall become obligated to purchase from the Company, the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representatives in such manner as it deems advisable to avoid fractional shares. If the option is exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 3, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph (b), to refer to such Option Securities and Option Closing Date, respectively. (c) In connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company hereby grants to the Representatives, in consideration for a payment of $2,500, the right to receive on the Firm Closing Date and the Unit Purchase Option. The Unit Purchase Option will be exercisable into [32,500 UNITS] for a five-year period, commencing one year after the effective date of the Registration Statement, at an exercise price of [$22.80 PER UNIT]. (d) The Company hereby acknowledges that the wire transfer by or on behalf of the Underwriters of the purchase price for any Securities does not constitute closing of a purchase and sale of the Securities. Only execution and delivery of a receipt for Securities by the Underwriters indicates completion of the closing of a purchase of the Securities from the Company. Furthermore, in the event that the Underwriters wire funds to the Company prior to the completion of the closing of a purchase of Securities, the Company hereby acknowledges that until the Underwriters execute and deliver a receipt for the Securities, by facsimile transmission or otherwise, the Company will not be entitled to the Wired Funds and shall return the Wired Funds to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Securities is not completed and the Wired Funds are not returned by the Company to the Underwriters on the same day the Wired Funds were received by the Company, the Company agrees to pay to the Underwriters in respect of each day the Wired Funds are not returned by it, in same-day funds, interest on the amount of such Wired Funds in an amount representing the Underwriters' cost of financing as reasonably determined by Noble. (e) It is understood that any of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Operating Partnership Company agrees to issue and sell the Company Firm Securities and the Selling Securityholder agrees to each of sell the Selling Securityholder Securities to the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Operating PartnershipCompany and the Selling Securityholder, at the a purchase price specified in Schedule 1 heretoof $________ per share, the number of Firm Securities set forth opposite the name of such Underwriter in Schedule 2 1 hereto. The number of Firm Securities to be purchased from the Company and the Selling Securityholder, respectively (as adjusted by the Representatives to avoid fractions), by each of the Underwriters shall be determined by multiplying the aggregate number of such Firm Securities to be sold by the Company or the Selling Securityholder, as the case may be, by a fraction, the numerator of which is the number of Firm Securities, set forth opposite the name of such Underwriter on Schedule 1 hereto and the denominator of which is the total number of Firm Securities set forth on Schedule 1 hereto. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Operating Partnership Company and the Selling Securityholder at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Operating Partnership Company and the Selling Securityholder to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds (the "Wired Funds") to the Operating Partnership in such funds as are specified in Schedule 1 heretorespective accounts of the Company and the Selling Securityholder. Such delivery of and payment for the Firm Securities shall be made at the dateoffices of Fulbright & Xxxxxxxx L.L.P., time and place identified in Schedule 1 hereto000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 9:30 A.M., New York time, on __________, 1998, or at such other dateplace, time or place date as the Representatives Representatives, the Company and the Operating Partnership Selling Securityholder may agree upon or as the Representatives may determine pursuant to Section 8 9 hereof, such time and date and time of delivery against payment being herein referred to as the “"Firm Closing Date”". The Operating Partnership Each of the Company and the Selling Securityholder severally will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives at the offices in New York, New York of the Operating Partnership’s Company's transfer agent or registrar or warrant agent or of Citigroup Global Markets Inc. Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date. (b) It For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company and the Selling Securityholder hereby grant to the several Underwriters options to purchase, severally and not jointly, the Option Securities in the respective amounts of 600,000 shares and 600,000 shares. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 3. The options granted hereby may be exercised as to all or any part of the Option Securities from time to time within thirty (30) days after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is understood that open for trading). The Underwriters shall not be under any obligation to purchase any of you, individually the Option Securities prior to the exercise of such options. The Representatives may from time to time exercise the options granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Selling Securityholder setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the options and not as one the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives, may (Representatives but shall not be obligated to) make payment on behalf of any Underwriter earlier than two business days or Underwriters for any later than five business days after such exercise of the Securities options and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives and the Selling Securityholder may agree upon or as the Representatives may determine pursuant to be purchased by Section 9 hereof, is herein called the "Option Closing Date" with respect to such Underwriter or Option Securities. Upon exercise of the options as provided herein, the Company shall become obligated to issue and sell and the Selling Securityholder shall become obligated to sell to each of the several Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder., and, subject to the terms and conditions herein set

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Operating Partnership agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Operating Partnership, at the purchase price specified in Schedule 1 hereto, the number of Securities set forth opposite the name of such Underwriter in Schedule 2 hereto. One or more certificates in definitive form for the Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Operating Partnership at least 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Operating Partnership to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor to the Operating Partnership in such funds as are specified in Schedule 1 hereto. Such delivery of and payment for the Securities shall be made at the date, time and place identified in Schedule 1 hereto, or at such other date, time or place as the Representatives and the Operating Partnership may agree upon or as the Representatives may determine pursuant to Section 8 hereof, such date and time of delivery against payment being herein referred to as the “"Closing Date”. ." The Operating Partnership will make such certificate or certificates for the Securities available for checking and packaging by the Representatives at the offices in New York, New York of the Operating Partnership’s 's transfer agent or registrar or warrant agent or of Citigroup Global Markets Inc. at least 24 hours prior to the Closing Date. (b) It is understood that any of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Operating Partnership Company agrees to issue and sell the Company Firm Securities and the Selling Securityholder agrees to each of sell the Selling Securityholder Securities to the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Operating PartnershipCompany and the Selling Securityholder, at the a purchase price specified in Schedule 1 heretoof $________ per share, the number of Firm Securities set forth opposite the name of such Underwriter in Schedule 2 1 hereto. The number of Firm Securities to be purchased from the Company and the Selling Securityholder, respectively (as adjusted by the Representatives to avoid fractions), by each of the Underwriters shall be determined by multiplying the aggregate number of such Firm Securities to be sold by the Company or the Selling Securityholder, as the case may be, by a fraction, the numerator of which is the number of Firm Securities, set forth opposite the name of such Underwriter on Schedule 1 hereto and the denominator of which is the total number of Firm Securities set forth on Schedule 1 hereto. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Operating Partnership Company and the Selling Securityholder at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Operating Partnership Company and the Selling Securityholder to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds (the "Wired Funds") to the Operating Partnership in such funds as are specified in Schedule 1 heretorespective accounts of the Company and the Selling Securityholder. Such delivery of and payment for the Firm Securities shall be made at the dateoffices of Fulbright & Jawoxxxx X.X.P., time and place identified in Schedule 1 hereto666 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 xx 9:30 A.M., New York time, on __________, 1998, or at such other dateplace, time or place date as the Representatives Representatives, the Company and the Operating Partnership Selling Securityholder may agree upon or as the Representatives may determine pursuant to Section 8 9 hereof, such time and date and time of delivery against payment being herein referred to as the “"Firm Closing Date”". The Operating Partnership Each of the Company and the Selling Securityholder severally will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives at the offices in New York, New York of the Operating Partnership’s Company's transfer agent or registrar or warrant agent or of Citigroup Global Markets Inc. Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date. (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company and the Selling Securityholder hereby grant to the several Underwriters options to purchase, severally and not jointly, the Option Securities in the respective amounts of 600,000 shares and 300,000 shares. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 3. The options granted hereby may be exercised as to all or any part of the Option Securities from time to time within thirty (30) days after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such options. The Representatives may from time to time exercise the options granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Selling Securityholder setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the options and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercise of the options and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives and the Selling Securityholder may agree upon or as the Representatives may determine pursuant to Section 9 hereof, is herein called the "Option Closing Date" with respect to such Option Securities. Upon exercise of the options as provided herein, the Company shall become obligated to issue and sell and the Selling Securityholder shall become obligated to sell to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Company and the Underwriters (severally and not jointly) shall become obligated to purchase from the Selling Securityholder, the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the options as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional shares. Any partial exercise of the options granted hereby shall be made on a pro rata basis in proportion to the respective maximum number of Option Securities to be sold by each of the Company and the Selling Securityholder as set forth herein. If the options are exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 3, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph (b), to refer to such Option Securities and Option Closing Date, respectively. (c) Each of the Company and the Selling Securityholder hereby acknowledges that the wire transfer by or on behalf of the Underwriters of the purchase price for any Securities does not constitute closing of a purchase and sale of the Securities. Only execution and delivery of a receipt for Securities by the Underwriters indicates completion of the closing of a purchase of the Securities from the Company or the Selling Securityholder, as the case may be. Furthermore, in the event that the Underwriters wire funds to the Company or the Selling Securityholder prior to the completion of the closing of a purchase of Securities, each of the Company and the Selling Securityholder hereby acknowledges that until the Underwriters execute and deliver a receipt for the Securities, by facsimile or otherwise, the Company or the Selling Securityholder, as the case may be, will not be entitled to the wired funds and shall return the wired funds to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Securities is not completed and the wire funds are not returned by the Company or the Selling Securityholder, as the case may be, to the Underwriters on the same day the wired funds were received by the Company or the Selling Securityholder, as the case may be, each of the Company and the Selling Securityholder agrees to pay to the Underwriters in respect of each day the wire funds are not returned by it, in same-day funds, interest on the amount of such wire funds in an amount representing the Underwriters' cost of financing as reasonably determined by Prudential Securities Incorporated. (d) It is understood that any either of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase Sale and Delivery of the Securities. (a) On the basis --------------------------------------------- of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Operating Partnership Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Operating PartnershipCompany, at the a purchase price specified in Schedule 1 heretoof $____ per share, the number of Firm Securities set forth opposite the name of such Underwriter in Schedule 2 1 hereto. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Operating Partnership Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Operating Partnership Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds (the "Wired Funds") to the Operating Partnership in such funds as are specified in Schedule 1 heretoaccount of the Company. Such delivery of and payment for the Firm Securities shall be made at the dateoffices of Xxxxx & Xxxxx, time and place identified in Schedule 1 heretoL.L.P. ("Counsel for the Underwriters"), Xxx Xxxxx Xxxxx, 000 Xxxxxxxxx, Xxxxxxx, Xxxxx 00000, at 10:00 a.m., Houston, time, on ___, 1997, or at such other dateplace, time or place date as the Representatives and the Operating Partnership Company may agree upon or as the Representatives may determine pursuant to Section 8 9 hereof, such time and date and time of delivery against payment being herein referred to as the “"Firm Closing Date”. ." The Operating Partnership Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives at the offices in New York, New York of the Operating Partnership’s Company's transfer agent or registrar or warrant agent or of Citigroup Global Markets Inc. Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date. (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 3. The option granted hereby may be exercised as to all or any part of the Option Securities from time to time within 30 days after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives and Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, is herein called the "Option Closing Date" with respect to such Option Securities. Upon exercise of the option as provided herein, subject to the terms and conditions herein set forth, the Company shall become obligated to sell to each of the several Underwriters, and, each of the Underwriters (severally and not jointly) shall become obligated to purchase from the Company, the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional shares. If the option is exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 3, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph (b), to refer to such Option Securities and Option Closing Date, respectively. (c) The Company hereby acknowledges that the wire transfer by or on behalf of the Underwriters of the purchase price for any Securities does not constitute closing of a purchase and sale of the Shares. Only execution and delivery of a receipt for Securities by the Underwriters indicates completion of the closing of a purchase of the Securities from the Company. Furthermore, in the event that the Underwriters wire funds to the Company prior to the completion of the closing of a purchase of Securities, the Company hereby acknowledges that until the Underwriters execute and deliver a receipt for the Securities, by facsimile or otherwise, the Company will not be entitled to the wired funds and shall return the wired funds to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Securities is not completed and the wired funds are not returned by the Company to the Underwriters on the same day the wired funds were received by the Company, the Company agrees to pay to the Underwriters in respect of each day the wired funds are not returned by it, in same-day funds, interest on the amount of such wire funds in an amount representing the Underwriters' cost of financing as reasonably determined by Prudential Securities Incorporated. (d) It is understood that any either of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Operating Partnership Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Operating PartnershipCompany, at the a purchase price specified in Schedule 1 heretoof $_____ per share, the number of Firm Securities set forth opposite the name of such Underwriter in Schedule 2 1 hereto. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Operating Partnership Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Operating Partnership Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds (the "Wired Funds") to the Operating Partnership in such funds as are specified in Schedule 1 heretoaccount of the Company. Such delivery of and payment for the Firm Securities shall be made at the dateoffices of Skadden, time and place identified in Schedule 1 heretoArps, Slate, Xxxxxxx & Xxxx XXX, Palo Alto, California 94301, at 9:30 A.M., New York time, on __________, 1999, or at such other dateplace, time or place date as the Representatives and the Operating Partnership Company may agree upon or as the Representatives may determine pursuant to Section 8 11 hereof, such time and date and time of delivery against payment being herein referred to as the “"Firm Closing Date”". The Operating Partnership Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives at the offices in New York, New York of the Operating Partnership’s Company's transfer agent or registrar or warrant agent or of Citigroup Global Markets Inc. Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date. . (b) It is understood that any of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.)

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Operating Partnership Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Operating PartnershipCompany, at the a purchase price specified in Schedule 1 heretoof $4.675 per share, the number of Firm Securities set forth opposite the name of such Underwriter in Schedule 2 1 hereto. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Operating Partnership Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Operating Partnership Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds (the "Wired Funds") to the Operating Partnership in such funds as are specified in Schedule 1 heretoaccount of the Company. Such delivery of and payment for the Firm Securities shall be made at the dateoffices of Xxxxxx, time and place identified in Schedule 1 heretoXxxxx & Bockius LLP, 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 9:30 A.M., New York time, on October 14, 1997, or at such other dateplace, time or place date as the Representatives and the Operating Partnership Company may agree upon or as the Representatives may determine pursuant to Section 8 9 hereof, such time and date and time of delivery against payment being herein referred to as the “"Firm Closing Date”". The Operating Partnership Company will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives at the offices in New York, New York of the Operating Partnership’s Company's transfer agent or registrar or warrant agent or of Citigroup Global Markets Inc. Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date. (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 3. The option granted hereby may be exercised as to all or any part of the Option Securities from time to time within thirty days after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives and Company may agree upon or as the Representatives may determine pursuant to Section 9 hereof, is herein called the "Option Closing Date" with respect to such Option Securities. Upon exercise of the option as provided herein, the Company shall become obligated to sell to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligated to purchase from the Company, the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional shares. If the option is exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 3, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph (b), to refer to such Option Securities and Option Closing Date, respectively. (c) The Company hereby acknowledges that the wire transfer by or on behalf of the Underwriters of the purchase price for any Securities does not constitute closing of a purchase and sale of the Securities. Only execution and delivery of a receipt for Securities by the Underwriters indicates completion of the closing of a purchase of the Securities from the Company. Furthermore, in the event that the Underwriters wire funds to the Company prior to the completion of the closing of a purchase of Securities, the Company hereby acknowledges that until the Underwriters execute and deliver a receipt for the Securities, by facsimile or otherwise, the Company will not be entitled to the wired funds and shall return the wired funds to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Securities is not completed and the wire funds are not returned by the Company to the Underwriters on the same day the wired funds were received by the Company, the Company agrees to pay to the Underwriters in respect of each day the wire funds are not returned by it, in same-day funds, interest on the amount of such wire funds in an amount representing the Underwriters' cost of financing as reasonably determined by Prudential Securities Incorporated. (d) It is understood that any either of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Operating Partnership agrees Company and each of the Selling Securityholders, severally and not jointly, agree to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Operating PartnershipCompany, at the a purchase price specified in Schedule 1 heretoof $________ per share, the number of Firm Securities set forth opposite the name of such Underwriter in Schedule 2 1 hereto. One or more certificates in definitive form for the Firm Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Operating Partnership Company at least 48 hours prior to the Firm Closing Date, shall be delivered by or on behalf of the Operating Partnership Company and the Selling Securityholders to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor by wire transfer in same-day funds (the "Wired Funds") to the Operating Partnership in such funds as are specified in Schedule 1 heretorespective accounts of the Company and the Selling Securityholders. Such delivery of and payment for the Firm Securities shall be made at the dateoffices of General Counsel Associates LLP, time and place identified in Schedule 1 hereto0000 Xxxxxxxx Xxxxx, Xxxxxxxx Xxxx, Xxxxxxxxxx 00000 at 9:30 A.M., New York time, on June ___, 1997, or at such other dateplace, time or place date as the Representatives and the Operating Partnership Company and the Selling Securityholders may agree upon or as the Representatives may determine pursuant to Section 8 11 hereof, such time and date and time of delivery against payment being herein referred to as the “"Firm Closing Date”". The Operating Partnership Company and the Selling Securityholders will make such certificate or certificates for the Firm Securities available for checking and packaging by the Representatives at the offices in New York, New York of the Operating Partnership’s Company's transfer agent or registrar or warrant agent or of Citigroup Global Markets Inc. Prudential Securities Incorporated at least 24 hours prior to the Firm Closing Date. (b) For the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Securities as contemplated by the Prospectus, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, the Option Securities. The purchase price to be paid for any Option Securities shall be the same price per share as the price per share for the Firm Securities set forth above in paragraph (a) of this Section 4. The option granted hereby may be exercised as to all or any part of the Option Securities from time to time within thirty days after the date of the Prospectus (or, if such thirtieth day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading). The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of such option. The Representatives may from time to time exercise the option granted hereby by giving notice in writing or by telephone (confirmed in writing) to the Company setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the date and time for delivery of and payment for such Option Securities. Any such date of delivery shall be determined by the Representatives but shall not be earlier than two business days or later than five business days after such exercise of the option and, in any event, shall not be earlier than the Firm Closing Date. The time and date set forth in such notice, or such other time on such other date as the Representatives and Company may agree upon or as the Representatives may determine pursuant to Section 11 hereof, is herein called the "Option Closing Date" with respect to such Option Securities. Upon exercise of the option as provided herein, the Company shall become obligated to sell to each of the several Underwriters, and, subject to the terms and conditions herein set forth, each of the Underwriters (severally and not jointly) shall become obligated to purchase from the Company, the same percentage of the total number of the Option Securities as to which the several Underwriters are then exercising the option as such Underwriter is obligated to purchase of the aggregate number of Firm Securities, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional shares. If the option is exercised as to all or any portion of the Option Securities, one or more certificates in definitive form for such Option Securities, and payment therefor, shall be delivered on the related Option Closing Date in the manner, and upon the terms and conditions, set forth in paragraph (a) of this Section 4, except that reference therein to the Firm Securities and the Firm Closing Date shall be deemed, for purposes of this paragraph (b), to refer to such Option Securities and Option Closing Date, respectively. (c) The Company and the Selling Securityholders hereby acknowledge that the wire transfer by or on behalf of the Underwriters of the purchase price for any Securities does not constitute closing of a purchase and sale of the Securities. Only execution and delivery of a receipt for Securities by the Underwriters indicates completion of the closing of a purchase of the Securities from the Company and/or the Selling Securityholders. Furthermore, in the event that the Underwriters wire funds to the Company and/or the Selling Securityholders prior to the completion of the closing of a purchase of Securities, the Company and/or the Selling Securityholders hereby acknowledge that until the Underwriters execute and deliver a receipt for the Securities, by facsimile or otherwise, the Company and/or the Selling Securityholders will not be entitled to the Wired Funds and shall return the Wired Funds to the Underwriters as soon as practicable (by wire transfer of same-day funds) upon demand. In the event that the closing of a purchase of Securities is not completed and the Wired Funds are not returned by the Company and/or the Selling Securityholders to the Underwriters on the same day the Wired Funds were received by the Company and/or the Selling Securityholders, the Company and/or the Selling Securityholders agree to pay to the Underwriters in respect of each day the Wired Funds are not returned by it, in same-day funds, interest on the amount of such Wired Funds in an amount representing the Underwriters' cost of financing as reasonably determined by Prudential Securities Incorporated. (d) It is understood that any either of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, covenants and agreements and covenants herein contained and contained, but subject to the terms and conditions herein set forth, the Operating Partnership Company agrees to issue and sell to each of the Underwriters, Underwriter and each of the UnderwritersUnderwriter, severally and not jointly, agrees to purchase from the Operating PartnershipCompany, at the a purchase price specified in Schedule 1 heretoper share of $[X.XX], the number of Securities Firm Shares set forth opposite the name their respective names on Schedule A hereto together with any additional number of Shares which such Underwriter in Schedule 2 hereto. One or more certificates in definitive form may become obligated to purchase pursuant to the provisions of Section 10 hereof. (b) Payment of the purchase price for the Firm Shares shall be made by wire transfer in immediately available funds to or as directed by the Company, as the case may be for the respective Securities that which it is offering, upon delivery of certificates for the Firm Shares to Broadband through the facilities of The Depository Trust Company for the respective accounts of the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and Underwriters. Certificates for the Firm Shares shall be registered in such name or names and shall be in such denominations as Broadband may request at least two (2) business days before the Closing Date. The Company will permit the Representatives request upon notice to the Operating Partnership examine and package such certificates for delivery at least 48 hours one (1) full business day prior to the Closing Date, . (c) Payment of the purchase price for the Option Shares shall be delivered made by wire transfer in immediately available funds to or on behalf as directed by the Selling Stockholder upon delivery of certificates for the Operating Partnership Option Shares to Broadband through the Representatives facilities of The Depository Trust Company for the respective accounts of the several Underwriters. The date and time, against payment as reasonably determined by or on behalf of Broadband, when the Underwriters of Option Shares are to be delivered is hereinafter referred to as an “Additional Closing Date.” Certificates for the purchase price therefor to the Operating Partnership Option Shares shall be registered in such funds as are specified in Schedule 1 hereto. Such delivery of name or names and payment for the Securities shall be made at the date, time and place identified in Schedule 1 hereto, or at such other date, time or place as the Representatives and the Operating Partnership may agree upon or denominations as the Representatives may determine pursuant to Section 8 hereof, such date and time of delivery against payment being herein referred to as request at least two (2) business days before the “Additional Closing Date”. The Operating Partnership Company will make permit the Representatives to examine and package such certificate or certificates for the Securities available for checking and packaging by the Representatives at the offices in New York, New York of the Operating Partnership’s transfer agent or registrar or warrant agent or of Citigroup Global Markets Inc. delivery at least 24 hours one full business day prior to the Additional Closing Date. (b) It is understood that any of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements warranties and covenants herein contained contained, and subject to the terms and conditions herein set forth, the Operating Partnership Company agrees to issue and sell to each of the Underwriters, Underwriter and each of the Underwriters, severally and not jointly, Underwriter agrees to purchase from the Operating Partnership, at the purchase price specified in Schedule 1 hereto, the number principal amount of Securities set forth opposite the Underwriter’s name of such Underwriter in Schedule 2 hereto. One or more certificates in definitive form for I hereto at a price equal to 98.875% of the Securities that the several Underwriters have agreed to purchase hereunderprincipal amount thereof plus accrued interest from August 13, and in such denomination or denominations and registered in such name or names as the Representatives request upon notice to the Operating Partnership at least 48 hours prior 2010 to the Closing Date, shall be delivered by or on behalf of the Operating Partnership to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor to the Operating Partnership in such funds as are specified in Schedule 1 hereto. Such delivery of and payment . (b) Payment for the Securities shall to be sold hereunder is to be made in Federal (same day) funds against delivery of one or more global notes in book-entry form representing the Securities (collectively, the “Global Note”) to the Underwriter for the account of the Underwriter, with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. Such payment and delivery are to be made through the facilities of The Depository Trust Company, New York, New York at 10:00 a.m., New York time, on the date, time and place identified in Schedule 1 hereto, third business day after the date of this Agreement or at such other date, time or place and date not later than five business days thereafter as the Representatives you and the Operating Partnership may Company shall agree upon or as the Representatives may determine pursuant to Section 8 hereofupon, such time and date and time of delivery against payment being herein referred to as the “Closing Date”. .” (As used herein, “business day” means a day on which the New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to be closed.) The Operating Partnership Global Note will make such certificate or certificates for the Securities be made available for checking and packaging inspection by the Representatives at the offices in New YorkUnderwriter not later than 1:00 p.m., New York of time, on the Operating Partnership’s transfer agent or registrar or warrant agent or of Citigroup Global Markets Inc. at least 24 hours business day prior to the Closing Date. (bc) It is understood that any of you, individually and not as one of the Representatives, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of intends to offer the Securities for sale to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunderthe public at the price set forth in the Prospectus.

Purchase Sale and Delivery of the Securities. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Operating Partnership Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Operating Partnership, at the purchase price specified in Schedule 1 heretoCompany, the number principal amount of Securities set forth opposite the name of such Underwriter in Schedule 2 hereto1 hereto at an aggregate purchase price of $96,380,000. One or more certificates in definitive form for the Securities that the several Underwriters have agreed to purchase hereunder, and in such denomination or denominations and registered in such name or names as the Representatives Underwriters request upon notice to the Operating Partnership Company at least 48 hours prior to the Closing Date, shall be delivered by or on behalf of the Operating Partnership Company to the Representatives for the respective accounts of the Underwriters, against payment by or on behalf of the Underwriters of the purchase price therefor to the Operating Partnership in such funds as are specified in Schedule 1 heretoby wire transfer. Such delivery of and payment for the Securities shall be made at the dateoffices of Shearman & Sterling, time and place identified in Schedule 1 hereto599 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 xx 9:30 a.m., New York time, on January 30, 1997, or at such other dateplace, time or place date as the Representatives Underwriters and the Operating Partnership Company may agree upon or as the Representatives Underwriters may determine pursuant to Section 8 9 hereof, such time and date and time of delivery against payment being herein referred to as the “"Closing Date”. ." The Operating Partnership Company will make such certificate or certificates for the Securities available for checking and packaging by the Representatives Underwriters at the offices in 11 11 New York, New York of the Operating Partnership’s transfer agent or registrar or warrant agent Trustee or of Citigroup Global Markets Inc. Prudential Securities Incorporated at least 24 hours prior to the Closing Date. (b) It is understood that any of you, individually and not as one of the RepresentativesUnderwriters, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for any of the Securities to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its or their obligations hereunder.