OF THE
EXCHANGE ACT SHALL HAVE THE SAME RIGHTS TO CONTRIBUTION AS CF&CO, AND EACH
DIRECTOR OF THE COMPANY, EACH OFFICER OF THE COMPANY WHO SIGNED THE REGISTRATION
STATEMENT, THE OPERATING PARTNERSHIP, AND EACH PERSON, IF ANY, WHO CONTROLS THE
COMPANY AND THE OPERATING PARTNERSHIP WITHIN THE MEANING OF SECTION 15 OF THE
SECURITIES ACT OR SECTION 20 OF THE EXCHANGE ACT SHALL HAVE THE SAME RIGHTS TO
CONTRIBUTION AS THE COMPANY AND THE OPERATING PARTNERSHIP.
10. REPRESENTATIONS AND AGREEMENTS TO SURVIVE DELIVERY. THE INDEMNITY AND
CONTRIBUTION AGREEMENTS CONTAINED IN SECTION 9 OF THIS AGREEMENT AND ALL
REPRESENTATIONS AND WARRANTIES OF THE COMPANY HEREIN OR IN CERTIFICATES
DELIVERED PURSUANT HERETO SHALL SURVIVE, AS OF THEIR RESPECTIVE DATES,
REGARDLESS OF (I) ANY INVESTIGATION MADE BY OR ON BEHALF OF CF&CO, ANY
CONTROLLING PERSONS, OR THE COMPANY (OR ANY OF THEIR RESPECTIVE OFFICERS,
DIRECTORS OR CONTROLLING PERSONS), (II) DELIVERY AND ACCEPTANCE OF THE PLACEMENT
SHARES AND PAYMENT THEREFOR OR (III) ANY TERMINATION OF THIS AGREEMENT.
11. TERMINATION.
(A) CF&CO SHALL HAVE THE RIGHT BY GIVING NOTICE AS HEREINAFTER SPECIFIED AT ANY
TIME TO TERMINATE THIS AGREEMENT IF (I) ANY MATERIAL ADVERSE EFFECT, OR ANY
DEVELOPMENT THAT HAS ACTUALLY OCCURRED AND THAT IS REASONABLY EXPECTED TO CAUSE
A MATERIAL ADVERSE EFFECT HAS OCCURRED THAT, IN THE REASONABLE JUDGMENT OF
CF&CO, MAY MATERIALLY IMPAIR THE ABILITY OF CF&CO TO SELL THE PLACEMENT SHARES
HEREUNDER, (II) THE COMPANY SHALL HAVE FAILED, REFUSED OR BEEN UNABLE AT OR
PRIOR TO ANY SETTLEMENT DATE TO PERFORM ANY AGREEMENT ON ITS PART TO BE
PERFORMED HEREUNDER; PROVIDED, HOWEVER, IN THE CASE OF ANY FAILURE OF THE
COMPANY TO DELIVER (OR CAUSE ANOTHER PERSON TO DELIVER) ANY CERTIFICATION,
OPINION, OR LETTER REQUIRED UNDER
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SECTIONS 7(M), 7(N), OR 7(O), CF&CO'S RIGHT TO TERMINATE SHALL NOT ARISE UNLESS
SUCH FAILURE TO DELIVER (OR CAUSE TO BE DELIVERED) CONTINUES FOR MORE THAN
THIRTY (30) DAYS FROM THE DATE SUCH DELIVERY WAS REQUIRED; OR (III) ANY OTHER
CONDITION OF CF&CO'S OBLIGATIONS HEREUNDER IS NOT FULFILLED, OR (IV), ANY
SUSPENSION OR MATERIAL LIMITATION OF TRADING IN THE PLACEMENT SHARES OR IN
SECURITIES GENERALLY ON THE EXCHANGE SHALL HAVE OCCURRED. ANY SUCH TERMINATION
SHALL BE WITHOUT LIABILITY OF ANY PARTY TO ANY OTHER PARTY EXCEPT THAT THE
PROVISIONS OF SECTION 7(G) (EXPENSES), SECTION 9 (INDEMNIFICATION), SECTION 10
(SURVIVAL OF REPRESENTATIONS), SECTION 15 (APPLICABLE LAW; CONSENT TO
JURISDICTION) AND SECTION 16 (WAIVER OF JURY TRIAL) HEREOF SHALL REMAIN IN FULL
FORCE AND EFFECT NOTWITHSTANDING SUCH TERMINATION. IF CF&CO ELECTS TO TERMINATE
THIS AGREEMENT AS PROVIDED IN THIS SECTION 11(A), CF&CO SHALL PROVIDE THE
REQUIRED NOTICE AS SPECIFIED IN SECTION 11 (NOTICES).
(B) THE COMPANY SHALL HAVE THE RIGHT, BY GIVING TEN (10) DAYS NOTICE AS
HEREINAFTER SPECIFIED TO TERMINATE THIS AGREEMENT IN ITS SOLE DISCRETION AT ANY
TIME AFTER THE DATE OF THIS AGREEMENT. ANY SUCH TERMINATION SHALL BE WITHOUT
LIABILITY OF ANY PARTY TO ANY OTHER PARTY EXCEPT THAT THE PROVISIONS OF
SECTION 7(G), SECTION 9, SECTION 10, SECTION 15 AND SECTION 16