Common use of Principal Transactions Clause in Contracts

Principal Transactions. If the Company wishes to issue and sell the Shares other than as set forth in subsection (a) of this Section 1 (each, a “Principal Transaction”), the Company will notify the Agents of the proposed terms of such Principal Transaction. If any Agent, acting as principal, wishes to accept such proposed terms (which it may decline to do for any reason in its sole discretion) or, following discussions with the Company, wishes to accept amended terms, the Agent(s) and the Company will enter into an agreement in substantially the form of Exhibit B hereto (each, a “Terms Agreement”) that sets forth the terms of such Principal Transaction, including, without limitation, the time, date and place of delivery of and payment for the Shares to be sold pursuant to such Principal Transaction (each of such date and each Agency Settlement Date, a “Settlement Date”). The terms set forth in a Terms Agreement shall not be binding on the Company or the Agent(s) unless and until each of the Company and the applicable Agent(s) has executed such Terms Agreement accepting all of such terms. The commitment of the applicable Agent(s) to purchase the Shares pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. In the event of a conflict between the terms of this Agreement and the terms of any Terms Agreement, the terms of such Terms Agreement shall control.

Principal Transactions. If the Company wishes to issue and sell the Shares other than as set forth in subsection (a) of this Section 1 (each, a “Principal Transaction”), the Company will notify the Agents of the proposed terms of such Principal Transaction. If any Agentthe Agents, acting as principalprincipals, wishes wish to accept such proposed terms (which it they may decline to do for any reason in its their sole discretion) or, following discussions with the Company, wishes wish to accept amended terms, the Agent(s) Agents and the Company will enter into an agreement in substantially the form of Exhibit B hereto (each, a “Terms Agreement”) that sets forth the terms of such Principal Transaction, including, without limitation, the time, date and place of delivery of and payment for the Shares to be sold pursuant to such Principal Transaction (each of such date and each Agency Settlement Date, a “Settlement Date”). The terms set forth in a Terms Agreement shall not be binding on the Company or the Agent(s) Agents unless and until the Company and each of the Company and the applicable Agent(s) Agents has executed such Terms Agreement accepting all of such terms. The commitment of the applicable Agent(s) Agents to purchase the Shares pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. In the event of a conflict between the terms of this Agreement and the terms of any Terms Agreement, the terms of such Terms Agreement shall control.

Principal Transactions. If the Company wishes to issue and sell the Shares other than as set forth in subsection (a) of this Section 1 (each, a “Principal Transaction”), the Company will notify the Agents BMOCM of the proposed terms of such Principal Transaction. If any AgentBMOCM, acting as principal, wishes to accept such proposed terms (which it may decline to do for any reason in its sole discretion) or, following discussions with the Company, wishes to accept amended terms, the Agent(s) BMOCM and the Company will enter into an agreement in substantially the form of Exhibit B hereto (each, a “Terms Agreement”) that sets forth the terms of such Principal Transaction, including, without limitation, the time, date and place of delivery of and payment for the Shares to be sold pursuant to such Principal Transaction (each of such date and each Agency Settlement Date, a “Settlement Date”). The terms set forth in a Terms Agreement shall not be binding on the Company or the Agent(s) BMOCM unless and until each of the Company and the applicable Agent(s) BMOCM has executed such Terms Agreement accepting all of such terms. The commitment of the applicable Agent(s) BMOCM to purchase the Shares pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. In the event of a conflict between the terms of this Agreement and the terms of any Terms Agreement, the terms of such Terms Agreement shall control.

Principal Transactions. If the Company wishes to issue and sell the Shares other than in a transaction pursuant to this Agreement in which an Agent would act as principal in connection with any offer and sale of Shares and not an agent as set forth in subsection (a) of this Section 1 (each, a “Principal Transaction”), the Company will notify the Agents an Agent of the proposed terms of such Principal Transaction. If any such Agent, acting as principal, wishes to accept such proposed terms (which it may decline to do for any reason in its sole discretion) or, following discussions with the Company, wishes to accept amended terms, the Agent(s) such Agent and the Company will enter into an agreement in substantially the form of Exhibit B hereto (each, a “Terms Agreement”) that sets forth the terms of such Principal Transaction, including, without limitation, the time, date and place of delivery of and payment for the Shares to be sold pursuant to such Principal Transaction (each of such date and each Agency Settlement Date, a “Settlement Date”). The terms set forth in a Terms Agreement shall not be binding on the Company or the Agent(s) such Agent unless and until each of the Company and the applicable Agent(s) such Agent has executed such Terms Agreement accepting all of such terms. The commitment of the applicable Agent(s) such Agent to purchase the Shares pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. In the event of a conflict between the terms of this Agreement and the terms of any Terms Agreement, the terms of such Terms Agreement shall control.

Principal Transactions. If the Company wishes to issue and sell the Shares other than as set forth in subsection (a) of this Section 1 (each, a “Principal Transaction”), the Company will notify one or more of the Designated Agents of the proposed terms of such Principal Transaction. If any Agentthe Designated Agent(s), acting as principal, wishes to accept such proposed terms (which it or they may decline to do for any reason in its or their sole discretion) or, following discussions with the Company, wishes to accept amended terms, the Designated Agent(s) and the Company will enter into an agreement in substantially the form of Exhibit B A hereto (each, a “Terms Agreement”) that sets forth the terms of such Principal Transaction, including, without limitation, the time, date and place of delivery of and payment for the Shares to be sold pursuant to such Principal Transaction (each of such date and each Agency Settlement Date, a “Settlement Date”). The terms set forth in a Terms Agreement shall not be binding on the Company or the Designated Agent(s) unless and until each of the Company and the applicable Designated Agent(s) has executed such Terms Agreement accepting all of such terms. The commitment of the applicable Designated Agent(s) to purchase the Shares pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. In the event of a conflict between the terms of this Agreement and the terms of any Terms Agreement, the terms of such Terms Agreement shall control.

Principal Transactions. If the Company Partnership wishes to issue and sell the Shares Units pursuant to this Agreement but other than as set forth in subsection (aSection 1(a) of this Section 1 (each, a “Principal Transaction”), the Company Partnership will notify the Agents BMOCM of the proposed terms of such Principal Transaction. If any AgentBMOCM, acting as principal, wishes to accept such proposed terms (which it may decline to do for any reason in its sole discretion) or, following discussions with the CompanyPartnership, wishes to accept amended terms, the Agent(s) BMOCM and the Company Partnership will enter into an agreement in substantially the form of Exhibit B hereto (each, a “Terms Agreement”) that sets forth the terms of such Principal Transaction, including, without limitation, the time, date and place of delivery of and payment for the Shares Units to be sold pursuant to such Principal Transaction (each of such date and each Agency Settlement Date, a “Settlement Date”). The terms set forth in a Terms Agreement shall not be binding on the Company Partnership or the Agent(s) BMOCM unless and until each of the Company Partnership and the applicable Agent(s) BMOCM has executed such Terms Agreement accepting all of such terms. The commitment of the applicable Agent(s) BMOCM to purchase the Shares Units pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company Partnership herein contained (but modified in the manner described in Section 1(f)) and shall be subject to the terms and conditions herein set forth. In the event of a conflict between the terms of this Agreement and the terms of any Terms Agreement, the terms of such Terms Agreement shall control.

Principal Transactions. The Company may also offer to sell the Shares directly to [Agent] as principal , in which event such parties shall enter into a separate agreement (each, a “Terms Agreement”) in substantially the form of Schedule I hereto, related to such sale (each such transaction, a “Principal Transaction”). If the Company wishes to issue and sell the Shares pursuant to this Agreement but other than as set forth in subsection (a) Section 2 of this Section 1 (eachAgreement, a “Principal Transaction”), the Company it will notify the Agents [Agent] of the proposed terms of such the Principal Transaction. If any [Agent], acting as principal, wishes to accept such proposed terms (which it may decline to do for any reason in its sole discretion) or, following discussions with the Company, wishes to accept amended terms, the Agent(s) Company and the Company will [Agent] shall enter into an agreement in substantially the form of Exhibit B hereto (each, a “Terms Agreement”) that sets Agreement setting forth the terms of such Principal Transaction, including, without limitation, the time, date and place of delivery of and payment for the Shares to be sold pursuant to such Principal Transaction (each of such date and each Agency Settlement Date, a “Settlement Date”). The terms set forth in a Terms Agreement shall not be binding on the Company or the Agent(s) [Agent] unless and until each of the Company and the applicable Agent(s) has [Agent] have each executed such Terms Agreement accepting all of the terms of such termsTerms Agreement. In the event of a conflict between the terms of this Agreement and the terms of a Terms Agreement, the terms of such Terms Agreement shall control. A Terms Agreement may also specify certain provisions relating to the reoffering of such Shares by [Agent]. The commitment of the applicable Agent(s) [Agent] to purchase the Shares pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations representations, warranties and warranties agreements of the Company herein contained and shall be subject to the terms and conditions herein set forth. In the event of a conflict between the terms of this Agreement and the terms of any Terms Agreement, the terms of Any such Terms Agreement shall controlspecify the number of the Shares to be purchased by [Agent] pursuant thereto, the price to be paid to the Company for such Shares, any provisions relating to rights of, and default by, underwriters acting together with [Agent] in the reoffering of the Shares, and the Settlement Date (as defined below) and place of delivery of and payment for such Shares. Whenever the Company determines to sell the Shares directly to an Alternate Manager (as defined in Section 6(b) below) as principal, it will enter into a separate agreement (each, an “Alternate Terms Agreement”) in substantially the form of Schedule I to the Alternate Distribution Agreements (as defined in Section 22 below).

Principal Transactions. If the Company wishes to issue and sell the Shares other than as set forth in subsection (a) of this Section 1 (each, a “"Principal Transaction”"), the Company will notify the Agents Sales Agent of the proposed terms of such Principal Transaction. If any the Sales Agent, acting as principal, wishes to accept such proposed terms (which it may decline to do for any reason in its sole discretion) or, following discussions with the Company, wishes to accept amended terms, the Agent(s) Sales Agent and the Company will enter into an agreement in substantially the form of Exhibit B hereto (each, a “"Terms Agreement”") that sets forth the terms of such Principal Transaction, including, without limitation, the time, date and place of delivery of and payment for the Shares to be sold pursuant to such Principal Transaction (each of such date and each Agency Settlement Date, a “"Settlement Date”"). The terms set forth in a Terms Agreement shall not be binding on the Company or the Agent(s) Sales Agent unless and until each of the Company and the applicable Agent(s) Sales Agent has executed such Terms Agreement accepting all of such terms. The commitment of the applicable Agent(s) Sales Agent to purchase the Shares pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. In the event of a conflict between the terms of this Agreement and the terms of any Terms Agreement, the terms of such Terms Agreement shall control.

Principal Transactions. If the Company wishes to issue and sell the Shares other than as set forth in subsection (a) of this Section 1 (each, a “Principal Transaction”), the Company will notify the Agents Sales Agent of the proposed terms of such Principal Transaction. If any the Sales Agent, acting as principal, wishes to accept such proposed terms (which it may decline to do for any reason in its sole discretion) or, following discussions with the Company, wishes to accept amended terms, the Agent(s) Sales Agent and the Company will enter into an agreement in substantially the form of Exhibit B hereto (each, a “Terms Agreement”) that sets forth the terms of such Principal Transaction, including, without limitation, the time, date and place of delivery of and payment for the Shares to be sold pursuant to such Principal Transaction (each of such date and each Agency Settlement Date, a “Settlement Date”). The terms set forth in a Terms Agreement shall not be binding on the Company or the Agent(s) Sales Agent unless and until each of the Company and the applicable Agent(s) Sales Agent has executed such Terms Agreement accepting all of such terms. The commitment of the applicable Agent(s) Sales Agent to purchase the Shares pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. In the event of a conflict between the terms of this Agreement and the terms of any Terms Agreement, the terms of such Terms Agreement shall control.

Principal Transactions. If the Company wishes to issue and sell the Shares other than as set forth in subsection (a) of this Section 1 (each, a “Principal Transaction”), the Company will notify one or more of the Designated Agents of the proposed terms of such Principal Transaction. If any Agentthe Designated Agent(s), acting as principal, wishes to accept such proposed terms (which it may decline to do for any reason in its sole discretion) or, following discussions with the Company, wishes to accept amended terms, the Designated Agent(s) and the Company will enter into an agreement in substantially the form of Exhibit B A hereto (each, a “Terms Agreement”) that sets forth the terms of such Principal Transaction, including, without limitation, the time, date and place of delivery of and payment for the Shares to be sold pursuant to such Principal Transaction (each of such date and each Agency Settlement Date, a “Settlement Date”). The terms set forth in a Terms Agreement shall not be binding on the Company or the Agent(s) Agents unless and until each of the Company and the applicable Designated Agent(s) has executed such Terms Agreement accepting all of such terms. The commitment of the applicable Designated Agent(s) to purchase the Shares pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. In the event of a conflict between the terms of this Agreement and the terms of any Terms Agreement, the terms of such Terms Agreement shall control.

Principal Transactions. The Company may also offer to sell the Shares directly to [Agent] as principal, in which event such parties shall enter into a separate agreement (each, a “Terms Agreement”) in substantially the form of Schedule I hereto, related to such sale (each such transaction, a “Principal Transaction”). If the Company wishes to issue and sell the Shares pursuant to this Agreement but other than as set forth in subsection (a) Section 2 of this Section 1 (eachAgreement, a “Principal Transaction”), the Company it will notify the Agents [Agent] of the proposed terms of such the Principal Transaction. If any [Agent], acting as principal, wishes to accept such proposed terms (which it may decline to do for any reason in its sole discretion) or, following discussions with the Company, wishes to accept amended terms, the Agent(s) Company and the Company will [Agent] shall enter into an agreement in substantially the form of Exhibit B hereto (each, a “Terms Agreement”) that sets Agreement setting forth the terms of such Principal Transaction, including, without limitation, the time, date and place of delivery of and payment for the Shares to be sold pursuant to such Principal Transaction (each of such date and each Agency Settlement Date, a “Settlement Date”). The terms set forth in a Terms Agreement shall not be binding on the Company or the Agent(s) [Agent] unless and until each of the Company and the applicable Agent(s) has [Agent] have each executed such Terms Agreement accepting all of the terms of such termsTerms Agreement. In the event of a conflict between the terms of this Agreement and the terms of a Terms Agreement, the terms of such Terms Agreement shall control. A Terms Agreement may also specify certain provisions relating to the reoffering of such Shares by [Agent]. The commitment of the applicable Agent(s) [Agent] to purchase the Shares pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations representations, warranties and warranties agreements of the Company herein contained and shall be subject to the terms and conditions herein set forth. In the event of a conflict between the terms of this Agreement and the terms of any Terms Agreement, the terms of Any such Terms Agreement shall controlspecify the number of the Shares to be purchased by [Agent] pursuant thereto, the price to be paid to the Company for such Shares, any provisions relating to rights of, and default by, underwriters acting together with [Agent] in the reoffering of the Shares, and the Settlement Date (as defined below) and place of delivery of and payment for such Shares. Whenever the Company determines to sell the Shares directly to an Alternate Manager (as defined in Section 6(b) below) as principal, it will enter into a separate agreement (each, an “Alternate Terms Agreement”) in substantially the form of Schedule I to the Alternate Distribution Agreements (as defined in Section 22 below).

Principal Transactions. If the Company Partnership wishes to issue and sell the Shares Units pursuant to this Agreement but other than as set forth in subsection (aSection 1(a) of this Section 1 (each, a “Principal Transaction”), the Company Partnership will notify the Agents a Manager of the proposed terms of such Principal Transaction. If any Agenta Manager, acting as principal, wishes to accept such proposed terms (which it may decline to do for any reason in its sole discretion) or, following discussions with the CompanyPartnership, wishes to accept amended terms, the Agent(s) Manager and the Company Partnership will enter into an agreement in substantially the form of Exhibit B hereto (each, a “Terms Agreement”) that sets forth the terms of such Principal Transaction, including, without limitation, the time, date and place of delivery of and payment for the Shares Units to be sold pursuant to such Principal Transaction (each of such date and each Agency Settlement Date, a “Settlement Date”). The terms set forth in a Terms Agreement shall not be binding on the Company Partnership or the Agent(s) Manager unless and until each of the Company Partnership and the applicable Agent(s) Manager has executed such Terms Agreement accepting all of such terms. The commitment of the applicable Agent(s) Manager to purchase the Shares Units pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company Partnership herein contained (but modified in the manner described in Section 1(f)) and shall be subject to the terms and conditions herein set forth. In the event of a conflict between the terms of this Agreement and the terms of any Terms Agreement, the terms of such Terms Agreement shall control.

Principal Transactions. If the Company wishes to issue and sell the Shares other than as set forth in subsection (aSection 1(a) of this Section 1 (each, a “Principal Transaction”), the Company will notify the Agents BMOCM of the proposed terms of such Principal Transaction. If any AgentBMOCM, acting as principal, wishes to accept such proposed terms (which it may decline to do for any reason in its sole discretion) or, following discussions with the Company, wishes to accept amended terms, the Agent(s) BMOCM and the Company will enter into an agreement in substantially the form of Exhibit B hereto (each, a “Terms Agreement”) that sets forth the terms of such Principal Transaction, including, without limitation, the time, date and place of delivery of and payment for the Shares to be sold pursuant to such Principal Transaction (each of such date and each Agency Settlement Date, a “Settlement Date”). The terms set forth in a Terms Agreement shall not be binding on the Company or the Agent(s) BMOCM unless and until each of the Company and the applicable Agent(s) BMOCM has executed such Terms Agreement accepting all of such terms. The commitment of the applicable Agent(s) BMOCM to purchase the Shares pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. In the event of a conflict between the terms of this Agreement and the terms of any Terms Agreement, the terms of such Terms Agreement shall control.

Principal Transactions. If the Company wishes to issue and sell the Shares other than as set forth in subsection (a) of this Section 1 (each, a “Principal Transaction”), the Company will notify the Agents a Manager of the proposed terms of such Principal Transaction. If any Agenta Manager, acting as principal, wishes to accept such proposed terms (which it may decline to do for any reason in its sole discretion) or, following discussions with the Company, wishes to accept amended terms, the Agent(s) Manager and the Company will enter into an agreement in substantially the form of Exhibit B hereto (each, a “Terms Agreement”) that sets forth the terms of such Principal Transaction, including, without limitation, the time, date and place of delivery of and payment for the Shares to be sold pursuant to such Principal Transaction (each of such date and each Agency Settlement Date, a “Settlement Date”). The terms set forth in a Terms Agreement shall not be binding on the Company or the Agent(s) Manager unless and until each of the Company and the applicable Agent(s) Manager has executed such Terms Agreement accepting all of such terms. The commitment of the applicable Agent(s) Manager to purchase the Shares pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. In the event of a conflict between the terms of this Agreement and the terms of any Terms Agreement, the terms of such Terms Agreement shall control.

Principal Transactions. If the Company wishes to issue and sell the Class A Common Shares other than as set forth in subsection (a) of this Section 1 (eacheach such sale under this subsection (b) of this Section 1, a “Principal Transaction”), the Company will notify the Agents BMOCM of the proposed terms of such Principal Transaction. If any AgentBMOCM, acting as principal, wishes to accept such proposed terms (which it may decline to do for any reason in its sole discretion) or, following discussions with the Company, wishes to accept amended terms, the Agent(s) BMOCM and the Company will enter into an agreement in substantially the form of Exhibit B hereto (each, a “Terms Agreement”) that sets forth the terms of such Principal Transaction, including, without limitation, the time, date and place of delivery of and payment for the Class A Common Shares to be sold pursuant to such Principal Transaction (each of such date and each Agency Settlement Date, a “Settlement Date”). The terms set forth in a Terms Agreement shall not be binding on the Company or the Agent(s) BMOCM unless and until each of the Company and the applicable Agent(s) BMOCM has executed such Terms Agreement accepting all of such terms. The commitment of the applicable Agent(s) BMOCM to purchase the Class A Common Shares pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. In the event of a conflict between the terms of this Agreement and the terms of any Terms Agreement, the terms of such Terms Agreement shall control.

Principal Transactions. If the Company wishes to issue and sell the Shares other than as set forth in subsection (a) of this Section 1 (each, a “"Principal Transaction”"), the Company will notify the Agents BMOCM of the proposed terms of such Principal Transaction. If any AgentBMOCM, acting as principal, wishes to accept such proposed terms (which it may decline to do for any reason in its sole discretion) or, following discussions with the Company, wishes to accept amended terms, the Agent(s) BMOCM and the Company will enter into an agreement in substantially the form of Exhibit B hereto (each, a “"Terms Agreement”") that sets forth the terms of such Principal Transaction, including, without limitation, the time, date and place of delivery of and payment for the Shares to be sold pursuant to such Principal Transaction (each of such date and each Agency Settlement Date, a “"Settlement Date”"). The terms set forth in a Terms Agreement shall not be binding on the Company or the Agent(s) BMOCM unless and until each of the Company and the applicable Agent(s) BMOCM has executed such Terms Agreement accepting all of such terms. The commitment of the applicable Agent(s) BMOCM to purchase the Shares pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. In the event of a conflict between the terms of this Agreement and the terms of any Terms Agreement, the terms of such Terms Agreement shall control.

Principal Transactions. If the Company wishes to issue and sell the Shares other than as set forth in subsection (a) of this Section 1 (each, a “Principal Transaction”), the Company will notify the Agents applicable Agent of the proposed terms of such Principal Transaction. If any the applicable Agent, acting as principal, wishes to accept such proposed terms (which it may decline to do for any reason in its sole discretion) or, following discussions with the Company, wishes to accept amended terms, the Agent(s) applicable Agent and the Company will enter into an agreement in substantially the form of Exhibit B hereto (each, a “Terms Agreement”) that sets forth the terms of such Principal Transaction, including, without limitation, the time, date and place of delivery of and payment for the Shares to be sold pursuant to such Principal Transaction (each of such date and each Agency Settlement Date, a “Settlement Date”). The terms set forth in a Terms Agreement shall not be binding on the Company or the Agent(s) applicable Agent unless and until each of the Company and the applicable Agent(s) Agent has executed such Terms Agreement accepting all of such terms. The commitment of the applicable Agent(s) Agent to purchase the Shares pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. In the event of a conflict between the terms of this Agreement and the terms of any Terms Agreement, the terms of such Terms Agreement shall control.

Principal Transactions. If the Company wishes to issue and sell the Shares other than as set forth in subsection (a) of this Section 1 (each, a “Principal Transaction”), the Company will notify the Agents Citigroup of the proposed terms of such Principal Transaction. If any AgentCitigroup, acting as principal, wishes to accept such proposed terms (which it may decline to do for any reason in its sole discretion) or, following discussions with the Company, wishes to accept amended terms, the Agent(s) Citigroup and the Company will enter into an agreement in substantially the form of Exhibit B hereto (each, a “Terms Agreement”) that sets forth the terms of such Principal Transaction, including, without limitation, the time, date and place of delivery of and payment for the Shares to be sold pursuant to such Principal Transaction (each of such date and each Agency Settlement Date, a “Settlement Date”). The terms set forth in a Terms Agreement shall not be binding on the Company or the Agent(s) Citigroup unless and until each of the Company and the applicable Agent(s) Citigroup has executed such Terms Agreement accepting all of such terms. The commitment of the applicable Agent(s) Citigroup to purchase the Shares pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. In the event of a conflict between the terms of this Agreement and the terms of any Terms Agreement, the terms of such Terms Agreement shall control.

Principal Transactions. If the Company wishes to issue and sell the Shares other than as set forth in subsection (a) of this Section 1 (each, a “Principal Transaction”), the Company will notify the Agents of the proposed terms of such Principal Transaction. If any Agentthe Agents, acting as principalprincipals, wishes wish to accept such proposed terms (which it they may decline to do for any reason in its their sole discretion) or, following discussions with the Company, wishes wish to accept amended terms, the Agent(s) Agents and the Company will enter into an agreement in substantially the form of Exhibit B hereto (each, a “Terms Agreement”) that sets forth the terms of such Principal Transaction, including, without limitation, the time, date and place of delivery of and payment for the Shares to be sold pursuant to such Principal Transaction (each of such date and each Agency Settlement Date, a “Settlement Date”). The terms set forth in a Terms Agreement shall not be binding on the Company or the Agent(s) Agents unless and until each of the Company and the applicable Agent(s) has Agents have executed such Terms Agreement accepting all of such terms. The commitment of the applicable Agent(s) Agents to purchase the Shares pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. In the event of a conflict between the terms of this Agreement and the terms of any Terms Agreement, the terms of such Terms Agreement shall control.

Principal Transactions. If the Company wishes to issue and sell the Shares other than as set forth in subsection (a) of this Section 1 (each, a “‘Principal Transaction”’), the Company will notify the Agents of the proposed terms of such Principal Transaction. If any Agentthe Agents, acting as principalprincipals, wishes wish to accept such proposed terms (which it they may decline to do for any reason in its their sole discretion) or, following discussions with the Company, wishes wish to accept amended terms, the Agent(s) Agents and the Company will enter into an agreement in substantially the form of Exhibit B hereto (each, a “‘Terms Agreement”’) that sets forth the terms of such Principal Transaction, including, without limitation, the time, date and place of delivery of and payment for the Shares to be sold pursuant to such Principal Transaction (each of such date and each Agency Settlement Date, a “’Settlement Date”’). The terms set forth in a Terms Agreement shall not be binding on the Company or the Agent(s) Agents unless and until each of the Company and the applicable Agent(s) has Agents have executed such Terms Agreement accepting all of such terms. The commitment of the applicable Agent(s) Agents to purchase the Shares pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. In the event of a conflict between the terms of this Agreement and the terms of any Terms Agreement, the terms of such Terms Agreement shall control.

Principal Transactions. If the Company wishes to issue and sell the Primary Shares other than as set forth in subsection (ab) of this Section 1 (each, a “Principal Transaction”), the Company will notify the Agents applicable Manager of the proposed terms of such Principal Transaction. If any Agentthe applicable Manager, acting as principal, wishes to accept such proposed terms (terms, which it may decline to do for any reason in its sole discretion) , or, following discussions with the Company, wishes to accept amended terms, the Agent(s) such Manager and the Company will enter into an agreement in substantially the form of Exhibit B hereto (each, a “Terms Agreement”) that sets forth the terms of such Principal Transaction, including, without limitation, the time, date and place of delivery of and payment for the Shares to be sold pursuant to such Principal Transaction (each of such date and each Agency Settlement DateDate and Forward Settlement Date (as defined in Section 1(b)(v)), a “Settlement Date”). The terms set forth in a Terms Agreement shall not be binding on the Company or the Agent(s) applicable Manager unless and until each of the Company and the applicable Agent(s) such Manager has executed such Terms Agreement accepting all of such terms. The commitment of the applicable Agent(s) Manager to purchase the Shares pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company Transaction Parties herein contained and shall be subject to the terms and conditions herein set forth. In the event of a conflict between the terms of this Agreement and the terms of any Terms Agreement, the terms of such Terms Agreement shall control.

Principal Transactions. If the Company wishes to issue and sell the Shares other than as set forth in subsection (a) of this Section 1 (each, a “Principal Transaction”), the Company will notify the Agents an Agent of the proposed terms of such Principal Transaction. If any such Agent, acting as principal, wishes to accept such proposed terms (which it may decline to do for any reason in its sole discretion) or, following discussions with the Company, wishes to accept amended terms, the Agent(s) such Agent and the Company will enter into an agreement in substantially the form of Exhibit B hereto (each, a “Terms Agreement”) that sets forth the terms of such Principal Transaction, including, without limitation, the time, date and place of delivery of and payment for the Shares to be sold pursuant to such Principal Transaction (each of such date and each Agency Settlement Date, a “Settlement Date”). The terms set forth in a Terms Agreement shall not be binding on the Company or the Agent(s) such Agent unless and until each of the Company and the applicable Agent(s) such Agent has executed such Terms Agreement accepting all of such terms. The commitment of the applicable Agent(s) such Agent to purchase the Shares pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. In the event of a conflict between the terms of this Agreement and the terms of any Terms Agreement, the terms of such Terms Agreement shall control.

Principal Transactions. If the Company wishes to issue and sell the Shares other than as set forth in subsection (aSection 1(a) of this Section 1 (each, a “Principal Transaction”), ) the Company will notify the Agents BMOCM of the proposed terms of such Principal Transaction. If any AgentBMOCM, acting as principal, wishes to accept such proposed terms (which it may decline to do for any reason in its sole discretion) or, following discussions with the Company, wishes to accept amended terms, the Agent(s) BMOCM and the Company will enter into an agreement in substantially the form of Exhibit B hereto (each, a “Terms Agreement”) that sets forth the terms of such Principal Transaction, including, without limitation, the time, date and place of delivery of and payment for the Shares to be sold pursuant to such Principal Transaction (each of such date and each Agency Settlement Date, a “Settlement Date”). The terms set forth in a Terms Agreement shall not be binding on the Company or the Agent(s) BMOCM unless and until each of the Company and the applicable Agent(s) BMOCM has executed such Terms Agreement accepting all of such terms. The commitment of the applicable Agent(s) BMOCM to purchase the Shares pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. In the event of a conflict between the terms of this Agreement and the terms of any Terms Agreement, the terms of such Terms Agreement shall control.

Principal Transactions. If the Company wishes to issue and sell the Shares to an Agent other than as set forth in subsection (aSection 1(a) of this Section 1 (each, a “Principal Transaction”), the Company will notify the Agents such Agent of the proposed terms of such Principal Transaction. If any such Agent, acting as principal, wishes to accept such proposed terms (which it may decline to do for any reason in its sole discretion) or, following discussions with the Company, wishes to accept amended terms, the Agent(s) such Agent and the Company will enter into an agreement in substantially the form of Exhibit B hereto (each, a “Terms Agreement”) that sets forth the terms of such Principal Transaction, including, without limitation, the time, date and place of delivery of and payment for the Shares to be sold pursuant to such Principal Transaction (each of such date and each Agency Settlement Date, a “Settlement Date”). The terms set forth in a Terms Agreement shall not be binding on the Company or the Agent(s) such Agent unless and until each of the Company and the applicable Agent(s) such Agent has executed such Terms Agreement accepting all of such terms. The commitment of the applicable Agent(s) such Agent to purchase the Shares pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. In the event of a conflict between the terms of this Agreement and the terms of any Terms Agreement, the terms of such Terms Agreement shall control.

Principal Transactions. If the Company wishes to issue and sell the Shares other than as set forth in subsection (a) of this Section 1 (each, a “Principal Transaction”), the Company will notify the Agents of the proposed terms of such Principal Transaction. If any Agent, acting as principal, wishes to accept such proposed terms (which it may decline to do for any reason in its sole discretion) or, following discussions with the Company, wishes to accept amended terms, the then such Agent(s) and the Company will enter into an agreement in substantially the form of Exhibit B hereto (each, a “Terms Agreement”) that sets forth the terms of such Principal Transaction, including, without limitation, the time, date and place of delivery of and payment for the Shares to be sold pursuant to such Principal Transaction (each of such date and each Agency Settlement Date, a “Settlement Date”). The terms set forth in a Terms Agreement shall not be binding on the Company or the applicable Agent(s) unless and until each of the Company and the applicable Agent(s) has executed such Terms Agreement accepting all of such terms. The commitment of the applicable Agent(s) to purchase the Shares pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. In the event of a conflict between the terms of this Agreement and the terms of any Terms Agreement, the terms of such Terms Agreement shall control.

Principal Transactions. If the Company wishes to issue and sell the Shares other than in a transaction pursuant to this Agreement in which an Agent would act as principal in connection with any offer and sale of Shares and not an agent as set forth in subsection (a) of this Section 1 (each, a “Principal Transaction”), the Company will notify the Agents an Agent of the proposed terms of such Principal Transaction. If any such Agent, acting as principal, wishes to accept such proposed terms (which it may decline to do for any reason in its sole discretion) or, following discussions with the Company, wishes to accept amended terms, the Agent(s) such Agent and the Company will enter into an agreement in substantially the form of Exhibit B hereto (each, a “Terms Agreement”) that sets forth the terms of such Principal Transaction, including, without limitation, the time, date and place of delivery of and payment for the Shares to be sold pursuant to such Principal Transaction (each of such date and each Agency Settlement Date, a “Settlement Date”). The terms set forth in a Terms Agreement shall not be binding on the Company or the Agent(s) such Agent unless and until each of the Company and the applicable Agent(s) such Agent has executed such Terms Agreement accepting all of such terms. The commitment of the applicable Agent(s) such Agent to purchase the Shares pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company and the Operating Partnership herein contained and shall be subject to the terms and conditions herein set forth. In the event of a conflict between the terms of this Agreement and the terms of any Terms Agreement, the terms of such Terms Agreement shall control.

Principal Transactions. If the Company Partnership wishes to issue and sell the Shares Common Units other than as set forth in subsection (a) of this Section 1 (each, a “Principal Transaction”), the Company Partnership will notify the Agents BMOCM of the proposed terms of such Principal Transaction. If any AgentBMOCM, acting as principal, wishes to accept such proposed terms (which it may decline to do for any reason in its sole discretion) or, following discussions with the CompanyPartnership, wishes to accept amended terms, the Agent(s) BMOCM and the Company Partnership will enter into an agreement in substantially the form of Exhibit B hereto (each, a “Terms Agreement”) that sets forth the terms of such Principal Transaction, including, without limitation, the time, date and place of delivery of and payment for the Shares Common Units to be sold pursuant to such Principal Transaction (each of such date and each Agency Settlement Date, a “Settlement Date”). The terms set forth in a Terms Agreement shall not be binding on the Company Partnership or the Agent(s) BMOCM unless and until each of the Company Partnership and the applicable Agent(s) BMOCM has executed such Terms Agreement accepting all of such terms. The commitment of the applicable Agent(s) BMOCM to purchase the Shares Common Units pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company Partnership herein contained and shall be subject to the terms and conditions herein set forth. In the event of a conflict between the terms of this Agreement and the terms of any Terms Agreement, the terms of such Terms Agreement shall control.

Principal Transactions. If the Company Partnership wishes to issue and sell the Shares Units pursuant to this Agreement but other than as set forth in subsection (aSection 1(a) of this Section 1 (each, a “Principal Transaction”), the Company Partnership will notify the Agents a Manager of the proposed terms of such Principal Transaction. If any Agenta Manager, acting as principal, wishes to accept such proposed terms (which it may decline to do for any reason in its sole discretion) or, following discussions with the CompanyPartnership, wishes to accept amended terms, the Agent(s) Manager and the Company Partnership will enter into an agreement in substantially the form of Exhibit B hereto (each, a “Terms Agreement”) that sets forth the terms of such Principal Transaction, including, without limitation, the time, date date, and place of delivery of and payment for the Shares Units to be sold pursuant to such Principal Transaction (each of such date and each Agency Settlement Date, a “Settlement Date”). The terms set forth in a Terms Agreement shall not be binding on the Company Partnership or the Agent(s) Manager unless and until each of the Company Partnership and the applicable Agent(s) Manager has executed such Terms Agreement accepting all of such terms. The commitment of the applicable Agent(s) Manager to purchase the Shares Units pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company Partnership herein contained (but deemed modified in the manner described in Section 1(f)) and shall be subject to the terms and conditions herein set forth. In the event of a conflict between the terms of this Agreement and the terms of any Terms Agreement, the terms of such Terms Agreement shall control.

Principal Transactions. If the Company wishes to issue and sell the Shares to BMOCM other than as set forth in subsection (aSection 1(a) of this Section 1 (each, a “Principal Transaction”), the Company will notify the Agents BMOCM of the proposed terms of such Principal Transaction. If any AgentBMOCM, acting as principal, wishes to accept such proposed terms (which it may decline to do for any reason in its sole discretion) or, following discussions with the Company, wishes to accept amended terms, the Agent(s) BMOCM and the Company will enter into an agreement in substantially the form of Exhibit B hereto (each, a “Terms Agreement”) that sets forth the terms of such Principal Transaction, including, without limitation, the time, date and place of delivery of and payment for the Shares to be sold pursuant to such Principal Transaction (each of such date and each Agency Settlement Date, a “Settlement Date”). The terms set forth in a Terms Agreement shall not be binding on the Company or the Agent(s) BMOCM unless and until each of the Company and the applicable Agent(s) BMOCM has executed such Terms Agreement accepting all of such terms. The commitment of the applicable Agent(s) BMOCM to purchase the Shares pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. In the event of a conflict between the terms of this Agreement and the terms of any Terms Agreement, the terms of such Terms Agreement shall control. CIBC, TD and Cormark shall each be entitled to 10% of the compensation BMOCM receives pursuant to any Principal Transaction, with BMOCM entitled to retain 70% of such compensation.

Principal Transactions. If the Company Partnership wishes to issue and sell the Shares Units other than as set forth in subsection (a) of this Section 1 2 (each, a “Principal Transaction”), the Company Partnership will notify the Agents Managers of the proposed terms of such Principal Transaction. If any AgentManager, each acting as principal, wishes to accept such proposed terms (which it may decline to do for any reason in its sole discretion) or, following discussions with the CompanyPartnership, wishes to accept amended terms, the Agent(ssuch Manager(s) and the Company Partnership will enter into an agreement in substantially the form of Exhibit B hereto (each, a “Terms Agreement”) that sets forth the terms of such Principal Transaction, including, without limitation, the time, date and place of delivery of and payment for the Shares Units to be sold pursuant to such Principal Transaction (each of such date and each Agency Settlement Date, a “Settlement Date”). The terms set forth in a Terms Agreement shall not be binding on the Company Partnership or the Agent(ssuch Manager(s) unless and until each of the Company Partnership and the applicable Agent(ssuch Manager(s) has have executed such Terms Agreement accepting all of such terms. The commitment of the applicable Agent(ssuch Manager(s) to purchase the Shares Units pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company Partnership herein contained and shall be subject to the terms and conditions herein set forth. In the event of a conflict between the terms of this Agreement and the terms of any Terms Agreement, the terms of such Terms Agreement shall control.

Principal Transactions. If the Company wishes to issue and sell the Shares other than as set forth in subsection (a) of this Section 1 (each, a “"Principal Transaction”"), the Company will notify the Agents Agent of the proposed terms of such Principal Transaction. If any the Agent, acting as principal, wishes to accept such proposed terms (which it may decline to do for any reason in its sole discretion) or, following discussions with the Company, wishes to accept amended terms, the Agent(s) Agent and the Company will enter into an agreement in substantially the form of Exhibit B hereto (each, a “"Terms Agreement”") that sets forth the terms of such Principal Transaction, including, without limitation, the time, date and place of delivery of and payment for the Shares to be sold pursuant to such Principal Transaction (each of such date and each Agency Settlement Date, a “"Settlement Date”"). The terms set forth in a Terms Agreement shall not be binding on the Company or the Agent(s) Agent unless and until each of the Company and the applicable Agent(s) Agent has executed such Terms Agreement accepting all of such terms. The commitment of the applicable Agent(s) Agent to purchase the Shares pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. In the event of a conflict between the terms of this Agreement and the terms of any Terms Agreement, the terms of such Terms Agreement shall control.