Common use of Conditions of the Obligations of the Agents Clause in Contracts

Conditions of the Obligations of the Agents. The Agents’ obligation to solicit purchases on an agency basis for the Shares or otherwise take any action pursuant to a Transaction Acceptance and to purchase the Shares pursuant to any Terms Agreement shall be subject to the satisfaction of the following conditions: (a) At the date on which the Company receives a Transaction Acceptance (each such date, the “Time of Acceptance”), at the time of the commencement of trading on the Exchange on the Purchase Date(s) and at the relevant Time of Sale and Agency Settlement Date, or with respect to a Principal Transaction pursuant to a Terms Agreement, at the time of execution and delivery of the Terms Agreement by the Transaction Entities and at the relevant Time of Sale and Principal Settlement Date: (i) The representations, warranties and agreements on the part of the Transaction Entities herein contained or contained in any certificate of an officer or officers, general partner, managing member or other authorized representative of the Transaction Entities or any of their respective subsidiaries delivered pursuant to the provisions hereof shall be true and correct in all respects. (ii) The Transaction Entities shall have performed and observed the covenants and other obligations hereunder and/or under any Terms Agreement, as the case may be, in all material respects. (iii) In the case of an Agency Transaction, from the Time of Acceptance until the Agency Settlement Date, or, in the case of a Principal Transaction pursuant to a Terms Agreement, from the time of execution and delivery of the Terms Agreement by the Transaction Entities until the Principal Settlement Date, trading in the Common Stock on the Exchange shall not have been suspended. (iv) From the date of this Agreement, no event or condition of a type described in Section 3(g) hereof shall have occurred or shall exist, which event or condition is not described in a Permitted Free Writing Prospectus (excluding any amendment or supplement thereto) or the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the applicable Agent makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the applicable Settlement Date on the terms and in the manner contemplated by this Agreement, any Terms Agreement, any Permitted Free Writing Prospectus and the Prospectus. (v) No event of the type described in clauses (A)(i) through (iv) of Section 8(b)(ii) hereof shall have occurred. (vi) The Shares to be issued pursuant to the Transaction Acceptance, pursuant to a Terms Agreement, as applicable, shall have been approved for listing on the Exchange, subject only to notice of issuance. (vii) (A) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the relevant Settlement Date, prevent the issuance or sale of the Shares and (B) no injunction or order of any federal, state or foreign court shall have been issued that would, as of the relevant Settlement Date, prevent the issuance or sale of the Shares. (viii) (A) No order suspending the effectiveness of the Registration Statement shall be in effect, no proceeding for such purpose or pursuant to Section 8A of the Act shall be pending before or, to the knowledge of the Company, threatened by the Commission and no notice of objection of the Commission to the use of the Registration Statement pursuant to Rule 401(g)(2) under the Act shall have been received by the Company or the Operating Partnership; (B) the Prospectus and each Permitted Free Writing Prospectus shall have been timely filed with the Commission under the Act (in the case of any Permitted Free Writing Prospectus, to the extent required by Rule 433 under the Act); (C) all requests by the Commission for additional information shall have been complied with to the satisfaction of the Agents; and (D) no suspension of the qualification of the Shares for offering or sale in any jurisdiction, and no initiation or threatening of any proceedings for any of such purposes, shall have occurred and be in effect. The Registration Statement, the Prospectus or any Permitted Free Writing Prospectus shall not contain an untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading at the time the applicable Agent delivers a Transaction Acceptance to the Company or the Company, the Operating Partnership and the applicable Agent execute a Terms Agreement, as the case may be. (ix) No amendment or supplement to the Registration Statement, the Prospectus or any Permitted Free Writing Prospectus shall have been filed to which the Agents shall have reasonably objected in writing. (b) As promptly as practicable after the applicable Bring-Down Delivery Date or, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, on such Principal Settlement Date, the Agents shall have received the officer’s certificates, opinions and negative assurance letters of counsel and “comfort” letters and other documents provided for under Sections 6(b) through (d), inclusive. For purposes of clarity and without limitation to any other provision of this Section 7 or elsewhere in this Agreement, the parties hereto agree that the Agents’ obligations, if any, to solicit purchases of Shares on an agency basis or otherwise take any action pursuant to a Transaction Acceptance shall, unless otherwise agreed in writing by the Agents, be suspended during the period from and including a Bring-Down Delivery Date through and including the time that the Agents shall have received the documents described in the preceding sentence.

Conditions of the Obligations of the Agents. The Agents’ obligation obligations of the Agents to solicit purchases on an agency basis for offers to purchase the Shares or otherwise take any action pursuant to a Transaction Acceptance Notes as agents of the Company and to purchase the Shares Notes as principals pursuant to any Terms Agreement shall will be subject to the satisfaction accuracy of the representations and warranties on the part of the Company and BellSouth herein, to the accuracy of the statements of the Company's and BellSouth's officers made in each certificate furnished pursuant to the provisions hereof, to the performance and observance by the Company and BellSouth of all covenants and agreements herein contained on its part to be performed and observed and to the following conditionsadditional conditions precedent: (a) At the date on which the Company receives a Transaction Acceptance (each such date, the “Time of Acceptance”), at the time of the commencement of trading on the Exchange on the Purchase Date(s) Commencement Date and at the relevant Time of Sale and Agency each Settlement Date, or Date with respect to a Principal Transaction pursuant to a any applicable Terms Agreement, at the time of execution and delivery of the Terms Agreement by the Transaction Entities and at the relevant Time of Sale and Principal Settlement Date: (i) The representations, warranties and agreements on the part of the Transaction Entities herein contained or contained in any certificate of an officer or officers, general partner, managing member or other authorized representative of the Transaction Entities or any of their respective subsidiaries delivered pursuant to the provisions hereof shall be true and correct in all respects. (ii) The Transaction Entities shall have performed and observed the covenants and other obligations hereunder and/or under any Terms Agreement, as the case may be, in all material respects. (iii) In the case of an Agency Transaction, from the Time of Acceptance until the Agency Settlement Date, or, in the case of a Principal Transaction pursuant to a Terms Agreement, from the time of execution and delivery of the Terms Agreement by the Transaction Entities until the Principal Settlement Date, trading in the Common Stock on the Exchange shall not have been suspended. (iv) From the date of this Agreement, no event or condition of a type described in Section 3(g) hereof shall have occurred or shall exist, which event or condition is not described in a Permitted Free Writing Prospectus (excluding any amendment or supplement thereto) or the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the applicable Agent makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the applicable Settlement Date on the terms and in the manner contemplated by this Agreement, any Terms Agreement, any Permitted Free Writing Prospectus and the Prospectus. (v) No event of the type described in clauses (A)(i) through (iv) of Section 8(b)(ii) hereof shall have occurred. (vi) The Shares to be issued pursuant to the Transaction Acceptance, pursuant to a Terms Agreement, as applicable, shall have been approved for listing on the Exchange, subject only to notice of issuance. (vii) (A) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the relevant Settlement Date, prevent the issuance or sale of the Shares and (B) no injunction or order of any federal, state or foreign court shall have been issued that would, as of the relevant Settlement Date, prevent the issuance or sale of the Shares. (viii) (A) No stop order suspending the effectiveness of the Registration Statement shall be in effecteffect and no proceedings for that purpose shall have been instituted or threatened by the Commission, and there shall have been no proceeding material adverse change and no development which, in the reasonable judgment of the Agents, involves a substantial likelihood of a prospective material adverse change in the condition of BellSouth and its subsidiaries, taken as a whole, from that set forth in the Registration Statement or the Prospectus, as amended or supplemented to such date. (b) At the Commencement Date, each Agent shall have received, and at each Settlement Date with respect to any applicable Terms Agreement, if called for by such purpose Terms Agreement, the applicable Agent shall have received: (i) The opinion (or opinions), dated as of such date, of counsel for the Company and BellSouth, who may be an employee of BellSouth, to the effect that: (A) Each of the Company and BellSouth has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Georgia. (B) This Agreement (and, if the opinion is being given pursuant to Section 8A 3(i) 8 on account of the Company having entered into a Terms Agreement, the applicable Terms Agreement) has been duly authorized, executed and delivered by the Company and BellSouth. (C) The Indenture has been duly authorized, executed and delivered by the Company and BellSouth and is a valid and binding agreement of the Company and of BellSouth enforceable against them in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or other similar laws of general application, and except that the enforceability of the obligations of the Company and BellSouth is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding of equity or at law); the Indenture has been duly qualified under the Trust Indenture Act shall of 1939, as amended. (D) The Notes, when authorized, executed and authenticated in accordance with the Indenture and delivered to and paid for by the purchasers thereof, will be pending before valid and binding obligations of the Company enforceable against it in accordance with their terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or other similar laws of general application, and except that the enforceability of the obligations of the Company is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding of equity or at law), except that, in the case of floating rate Notes, no opinion need be expressed with respect to the validity or enforceability thereof in the event that the rate of interest provided for therein, or imputed with respect thereto, exceeds the maximum rate from time to time permissible under applicable usury laws; the Notes will be entitled to the benefits of the Indenture. (E) The Support Agreement has been duly authorized, executed and delivered by the Company and BellSouth and is a valid and binding agreement of the Company and BellSouth enforceable in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or other similar laws of general application, and except that the enforceability of the obligations of the Company and BellSouth is subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding of equity or at law). (F) The performance of this Agreement will not contravene any provision of applicable federal law or law of the State of Georgia or the articles of incorporation or by-laws of the Company or BellSouth or, to the knowledge of such counsel, any agreement or other instrument binding upon the CompanyCompany or BellSouth, threatened by the Commission and no notice consent, approval or authorization of objection any governmental body is required for the performance of this Agreement, except that the offer and sale of the Commission Notes in certain jurisdictions may be subject to the use Blue Sky or securities laws of such jurisdictions. (G) The statements in the Prospectus under the captions "Description of Securities", "Description of Notes", "Support Agreement", and "Plan of Distribution", and the statements in BellSouth's Form 10-K Report under "Item 3---Legal Proceedings", insofar as such statements constitute summaries of the documents and matters referred to therein, fairly present the information called for with respect to such documents and matters. (1) Each document filed pursuant to the Exchange Act (except as to financial statements or schedules included therein, and except as to the accuracy or validity of other numerical data included in the Registration Statement and the Prospectus, as to which such counsel need not express any conclusion) and incorporated by reference in the Prospectus complied when so filed as to form in all material respects with the Exchange Act and the applicable rules and regulations thereunder; and (2) the Registration Statement and Prospectus, as amended or supplemented, if applicable (except as to financial statements or schedules included therein, and except as to the accuracy or validity of other numerical data included in the Registration Statement and the Prospectus, as to which such counsel need not express any conclusion), comply as to form in all material respects with the Securities Act and the applicable rules and regulations thereunder. (I) Nothing has come to the attention of such counsel to cause him to believe that (1) (except as to financial statements or schedules included therein, and except as to the accuracy or validity of other numerical data included in the Registration Statement and the Prospectus, as to which such counsel need not express any conclusion) each part of the Registration Statement pursuant to Rule 401(g)(2(including the documents incorporated by reference therein) under the Act shall have been received by the Company or the Operating Partnership; (B) the Prospectus and each Permitted Free Writing Prospectus shall have been timely filed with the Commission under the Act (in the case of any Permitted Free Writing Prospectus, pursuant to the extent required by Rule 433 under the Securities Act); (C) all requests by the Commission for additional information shall have been complied with to the satisfaction of the Agents; and (D) no suspension of the qualification of the Shares for offering or sale in , when such part became effective, contained any jurisdiction, and no initiation or threatening of any proceedings for any of such purposes, shall have occurred and be in effect. The Registration Statement, the Prospectus or any Permitted Free Writing Prospectus shall not contain an untrue statement of a material fact or omit omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; or (2) (except as to financial statements or schedules included therein, and except as to the accuracy or validity of other numerical data included in the Registration Statement and the Prospectus, as to which such counsel need not express any conclusion) either the Registration Statement or the Prospectus, as amended or supplemented, if applicable, as of the date of this opinion, contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading. (J) The discussion set forth under the heading "Taxation" in the Prospectus Supplement is an accurate summary of the principal United States Federal income tax consequences of the ownership of the Notes. With respect to the matters set forth in (I) above, such counsel may state that its conclusion is based upon its participation in the preparation of the Registration Statement and the Prospectus and any amendments and supplements thereto and upon review and discussion of the contents thereof, but, except for the statements in the Prospectus referred to in clause (G) above and in "Item 3 -- Legal Proceedings" of Bell▇▇▇▇▇'▇ ▇atest annual report on Form 10-K incorporated by reference into the Prospectus, is without independent check or verification except as otherwise specified. (ii) The opinion dated as of such date, of Davi▇ ▇▇▇▇ & Ward▇▇▇▇, ▇▇unsel to the Agents, covering the matters in (B), (C), (D), (G), (H)(2) and (I) above, provided that with respect to (H)(2) and (I) above, such counsel may state that their conclusion is based upon their participation in the preparation of the Registration Statement and the Prospectus and any amendments or supplements thereto (other than documents incorporated by reference), and review and discussion of the contents thereof (including documents incorporated by 10 reference) but is without independent check or verification except as specified. (c) On the Commencement Date, the Company shall have furnished to each Agent and at each Settlement Date with respect to any Terms Agreement, the time Company shall have furnished to the applicable Agent delivers Agent, a Transaction Acceptance certificate signed by the President, any Vice President or the Treasurer of the Company and BellSouth dated as of the Commencement Date or such Settlement Date, to the effect that the signers of such certificate have examined the Registration Statement, the Basic Prospectus, any Prospectus Supplement and this Agreement and that: (i) the representations and warranties of the Company and BellSouth in this Agreement are true and correct in all material respects on and as of the date of such certificate, and the Company and BellSouth have complied with all the agreements and satisfied all the conditions on their part to be performed or satisfied at or prior to the date of such certificate; (ii) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or, to the Company's or BellSouth's knowledge, threatened by the Operating Partnership Commission; and (iii) Since the date of the most recent financial statements included or incorporated by reference in the Prospectus, as amended or supplemented, there has been no material adverse change and no development which, in the reasonable judgment of the signer of such certificate, involves a substantial likelihood of a prospective material adverse change in the condition of BellSouth and its subsidiaries, taken as a whole, from that set forth in the Registration Statement and the applicable Agent execute a Prospectus, as amended or supplemented to such date. (d) On the Commencement Date, BellSouth's independent certified public accountants shall have furnished to each Agent, and at each Settlement Date with respect to any Terms Agreement, if called for by such Terms Agreement, BellSouth's independent certified public accountants shall have furnished to the applicable Agent, a letter or letters, dated as of the Commencement Date or such Settlement Date, in form and substance satisfactory to such Agent or Agents, as the case may be. (ix) No amendment or supplement , confirming that they are independent accountants within the meaning of the Securities Act and the Exchange Act and the respective applicable published rules and regulations thereunder, and containing statements and information of the type ordinarily included in accountants' "comfort letters" to underwriters with respect to the financial statements and certain financial information contained in or incorporated by reference into the Registration StatementStatement and the Prospectus. In the event that, at the Prospectus Commencement Date, any of the conditions specified in (a), (b)(i), (c) or any Permitted Free Writing Prospectus (d) in this Section 4 shall not have been filed to which the Agents shall have reasonably objected in writing. (b) As promptly as practicable after the applicable Bring-Down Delivery Date orfulfilled, in the case of a Bring-Down Delivery Date resulting from a Principal Settlement Date, on such Principal Settlement Date, the Agents shall have received the officer’s certificates, opinions and negative assurance letters of counsel and “comfort” letters and other documents provided for under Sections 6(b) through (d), inclusive. For purposes of clarity and without limitation to any other provision of this Section 7 or elsewhere in this Agreement, the parties hereto agree that the Agents’ obligations, if any, to solicit purchases of Shares on an agency basis or otherwise take any action pursuant to a Transaction Acceptance shall, unless otherwise agreed in writing Agreement may be terminated by the Agents, by delivering written notice of termination to the Company. Any such termination shall be suspended during the period from and including a Bring-Down Delivery Date through and including the time that the Agents shall have received the documents described in the preceding sentencewithout liability of any party to any other party.

Conditions of the Obligations of the Agents. The Agents’ obligation obligations of each Agent to solicit purchases on an agency basis for offers to purchase the Shares or otherwise take any action pursuant to a Transaction Acceptance Notes as agent of the Company and to purchase the Shares Notes as principal pursuant to any Terms Agreement shall will be subject to the satisfaction accuracy of the representations and warranties on the part of the Company herein, to the accuracy of the statements of the Company’s officers made in each certificate furnished pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following conditionsadditional conditions precedent: (a) At the date on which the Company receives a Transaction Acceptance (each such date, the “Time of Acceptance”), at the time of the commencement of trading on the Exchange on the Purchase Date(s) and at the relevant Time of Sale and Agency Settlement Date, or with respect to a Principal Transaction pursuant to a Terms Agreement, at the time of execution and delivery of the Terms Agreement by the Transaction Entities and at the relevant Time of Sale and Principal Settlement Date: (i) The representations, warranties and agreements on the part of the Transaction Entities herein contained or contained in any certificate of an officer or officers, general partner, managing member or other authorized representative of the Transaction Entities or any of their respective subsidiaries delivered pursuant to the provisions hereof shall be true and correct in all respects. (ii) The Transaction Entities shall have performed and observed the covenants and other obligations hereunder and/or under any Terms Agreement, as the case may be, in all material respects. (iii) In the case of an Agency Transaction, from the Time of Acceptance until the Agency Settlement Date, or, in the case of a Principal Transaction pursuant to a Terms Agreement, from the time of execution and delivery of the Terms Agreement by the Transaction Entities until the Principal Settlement Date, trading in the Common Stock on the Exchange shall not have been suspended. (iv) From the date of this Agreement, no event or condition of a type described in Section 3(g) hereof shall have occurred or shall exist, which event or condition is not described in a Permitted Free Writing Prospectus (excluding any amendment or supplement thereto) or the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the applicable Agent makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the applicable Settlement Date on the terms and in the manner contemplated by this Agreement, any Terms Agreement, any Permitted Free Writing Prospectus and the Prospectus. (v) No event of the type described in clauses (A)(i) through (iv) of Section 8(b)(ii) hereof shall have occurred. (vi) The Shares to be issued pursuant to the Transaction Acceptance, pursuant to a Terms Agreement, as applicable, shall have been approved for listing on the Exchange, subject only to notice of issuance. (vii) (A) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the relevant Settlement Date, prevent the issuance or sale of the Shares and (B) no injunction or order of any federal, state or foreign court shall have been issued that would, as of the relevant Settlement Date, prevent the issuance or sale of the Shares. (viii) (A) No stop order suspending the effectiveness of the Registration Statement Statement, as amended from time to time, shall have been issued, no proceedings for that purpose shall have been instituted or shall be in effectpending, no proceeding for such purpose or notice pursuant to Section 8A Rule 401(g)(2) of the Securities Act Regulations objecting to the use of the automatic shelf registration statement form shall be pending before have been received from the Commission, or, to the knowledge of the Company, threatened shall be contemplated by the Commission and no notice of objection Commission. (b) No event, nor any material adverse change in the condition of the Commission Company, financial or otherwise, shall have occurred, nor shall any event exist, which makes untrue or incorrect any material statement or information contained in the Registration Statement, the Prospectus, or the General Disclosure Package, or which is not reflected in the Registration Statement, the Prospectus, or the General Disclosure Package, but should be reflected therein in order to make the statements or information contained therein not misleading. (c) No Agent shall have advised the Company that the Registration Statement or any prospectus, or any amendment or supplement thereto, contains an untrue statement of fact which, in the opinion of counsel for the Agents, is material, or omits to state a fact which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein not misleading. (d) At the Commencement Date, such Agent shall have received, and at each Settlement Date with respect to any applicable Terms Agreement to which such Agent is a party, if called for by such Terms Agreement, such Agent shall have received: (i) The opinion, dated as of such date, of ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, counsel to the use Company, in form and substance reasonably acceptable to counsel for the Agents; (ii) The opinion dated as of such date, of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, counsel to the Agents, covering such matters as the Agent may reasonably request.. (e) On the Commencement Date, and at each Settlement Date with respect to any Terms Agreement to which such Agent is a party, the Company shall have furnished to such Agent, a certificate of the Company, signed by [⚫] and [⚫] of the Company, dated as of the Commencement Date or such Settlement Date, to the effect that: (i) the representations and warranties of the Company in this Agreement are true and correct in all material respects on and as of the date of such certificate, and the Company has complied in all material respects with all the agreements and satisfied in all material respects all the conditions on its part to be performed or satisfied at or prior to the date of such certificate; (ii) no stop order suspending the effectiveness of the Registration Statement pursuant or notice objecting to Rule 401(g)(2) under the Act shall its use has been issued and no proceedings for that purpose have been received by the Company instituted or the Operating Partnership; (B) the Prospectus and each Permitted Free Writing Prospectus shall have been timely filed with the Commission under the Act (in the case of any Permitted Free Writing Prospectusare pending or, to the extent required by Rule 433 signer’s knowledge, are contemplated under the Securities Act); and (Ciii) all requests by the Commission for additional information shall have been complied with to the satisfaction signers of the Agents; and (D) no suspension of certificate have carefully examined the qualification of the Shares for offering or sale in any jurisdiction, and no initiation or threatening of any proceedings for any of such purposes, shall have occurred and be in effect. The Registration Statement, the Prospectus and the General Disclosure Package; neither the Registration Statement, the Prospectus and the General Disclosure Package, nor any amendment or supplement thereto includes, as of the date of such certificate, any Permitted Free Writing Prospectus shall not contain an untrue statement of a material fact or omit omits, as of such date, to state a any material fact required to be stated therein or necessary to make the statements thereintherein not misleading; since the latest respective dates as of which information is given in the Registration Statement, there has been no material adverse change in light the financial position, business or results of operations of the circumstances under which they were madeCompany and its consolidated subsidiaries, not misleading at considered as a whole, except as set forth in or contemplated by the time the applicable Agent delivers a Transaction Acceptance to the Company or the CompanyProspectus and, if applicable, the Operating Partnership General Disclosure Package; and since the applicable effective date of the Registration Statement, as amended, no event has occurred which is required to be set forth in the Prospectus which has not been so set forth. (f) On the Commencement Date, upon any execution of a Term Agreement to which such Agent execute is a party, and at each Settlement Date with respect to any such Terms Agreement, if called for by such Terms Agreement, the Company’s independent auditors shall have furnished to such Agent, a letter or letters, dated as of the case may be. (ix) No amendment Commencement Date, such execution date or supplement such Settlement Date, in form and substance satisfactory to it, confirming that they are independent auditors within the meaning of the Securities Act and the respective applicable published rules and regulations thereunder and containing statements and information of the type ordinarily included in “comfort letters” to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in the Registration Statement, the Prospectus and the General Disclosure Package, if applicable, as then amended or any Permitted Free Writing Prospectus shall have been filed to which the Agents shall have reasonably objected in writingsupplemented. (bg) As promptly as practicable after On the applicable Bring-Down Delivery Commencement Date or, in the case of and at each Settlement Date with respect to any Terms Agreement to which such Agent is a Bring-Down Delivery Date resulting from a Principal Settlement Date, on such Principal Settlement Dateparty, the Agents Company shall have received the officer’s certificates, opinions furnished to such Agent such appropriate further certificates and negative assurance letters of counsel and “comfort” letters and other documents provided for under Sections 6(b) through (d), inclusive. For purposes of clarity and without limitation to any other provision of this Section 7 or elsewhere in this Agreement, the parties hereto agree that the Agents’ obligations, if any, to solicit purchases of Shares on an agency basis or otherwise take any action pursuant to a Transaction Acceptance shall, unless otherwise agreed in writing by the Agents, be suspended during the period from and including a Bring-Down Delivery Date through and including the time that the Agents shall have received the documents described in the preceding sentenceas it may reasonably request.

Conditions of the Obligations of the Agents. The Agents’ obligation obligations of each Agent to solicit purchases on an agency basis for offers to purchase the Shares or otherwise take any action pursuant to a Transaction Acceptance Notes as agent of the Company and to purchase the Shares Notes as principal pursuant to any Terms Agreement shall will be subject to the satisfaction accuracy of the representations and warranties on the part of the Company herein, to the accuracy of the statements of the Company’s officers made in each certificate furnished pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following conditionsadditional conditions precedent: (a) At the date on which the Company receives a Transaction Acceptance (each such date, the “Time of Acceptance”), at the time of the commencement of trading on the Exchange on the Purchase Date(s) and at the relevant Time of Sale and Agency Settlement Date, or with respect to a Principal Transaction pursuant to a Terms Agreement, at the time of execution and delivery of the Terms Agreement by the Transaction Entities and at the relevant Time of Sale and Principal Settlement Date: (i) The representations, warranties and agreements on the part of the Transaction Entities herein contained or contained in any certificate of an officer or officers, general partner, managing member or other authorized representative of the Transaction Entities or any of their respective subsidiaries delivered pursuant to the provisions hereof shall be true and correct in all respects. (ii) The Transaction Entities shall have performed and observed the covenants and other obligations hereunder and/or under any Terms Agreement, as the case may be, in all material respects. (iii) In the case of an Agency Transaction, from the Time of Acceptance until the Agency Settlement Date, or, in the case of a Principal Transaction pursuant to a Terms Agreement, from the time of execution and delivery of the Terms Agreement by the Transaction Entities until the Principal Settlement Date, trading in the Common Stock on the Exchange shall not have been suspended. (iv) From the date of this Agreement, no event or condition of a type described in Section 3(g) hereof shall have occurred or shall exist, which event or condition is not described in a Permitted Free Writing Prospectus (excluding any amendment or supplement thereto) or the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the applicable Agent makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the applicable Settlement Date on the terms and in the manner contemplated by this Agreement, any Terms Agreement, any Permitted Free Writing Prospectus and the Prospectus. (v) No event of the type described in clauses (A)(i) through (iv) of Section 8(b)(ii) hereof shall have occurred. (vi) The Shares to be issued pursuant to the Transaction Acceptance, pursuant to a Terms Agreement, as applicable, shall have been approved for listing on the Exchange, subject only to notice of issuance. (vii) (A) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the relevant Settlement Date, prevent the issuance or sale of the Shares and (B) no injunction or order of any federal, state or foreign court shall have been issued that would, as of the relevant Settlement Date, prevent the issuance or sale of the Shares. (viii) (A) No stop order suspending the effectiveness of the Registration Statement Statement, as amended from time to time, shall have been issued, no proceedings for that purpose shall have been instituted or shall be in effectpending, no proceeding for such purpose or notice pursuant to Section 8A Rule 401(g)(2) of the Securities Act Regulations objecting to the use of the automatic shelf registration statement form shall be pending before have been received from the Commission, or, to the knowledge of the Company, threatened shall be contemplated by the Commission and no notice of objection Commission. (b) No event, nor any material adverse change in the condition of the Commission to the use of the Registration Statement pursuant to Rule 401(g)(2) under the Act shall have been received by the Company Company, financial or the Operating Partnership; (B) the Prospectus and each Permitted Free Writing Prospectus shall have been timely filed with the Commission under the Act (in the case of any Permitted Free Writing Prospectus, to the extent required by Rule 433 under the Act); (C) all requests by the Commission for additional information shall have been complied with to the satisfaction of the Agents; and (D) no suspension of the qualification of the Shares for offering or sale in any jurisdiction, and no initiation or threatening of any proceedings for any of such purposesotherwise, shall have occurred and be occurred, nor shall any event exist, which makes untrue or incorrect any material statement or information contained in effect. The the Registration Statement, the Prospectus Prospectus, or the General Disclosure Package, or which is not reflected in the Registration Statement, the Prospectus, or the General Disclosure Package, but should be reflected therein in order to make the statements or information contained therein not misleading. (c) No Agent shall have advised the Company that the Registration Statement or any Permitted Free Writing Prospectus shall not contain prospectus, or any amendment or supplement thereto, contains an untrue statement of fact which, in the opinion of counsel for the Agents, is material, or omits to state a fact which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein not misleading. (d) At the Commencement Date, such Agent shall have received, and at each Settlement Date with respect to any applicable Terms Agreement to which such Agent is a party, if called for by such Terms Agreement, such Agent shall have received: (i) The opinion, dated as of such date, of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Corporate Executive Vice President, General Counsel and Secretary, or a Vice President and Associate General Counsel of the Company, to the effect that: (A) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware with corporate power and authority to own its properties and conduct its business as set forth in the Prospectus and the General Disclosure Package. (B) The Indenture has been duly and validly authorized, executed and delivered by the Company and the Trustee, is duly qualified under the Trust Indenture Act, and is a valid and legally binding agreement of the Company enforceable in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, moratorium and other laws affecting the enforceability of creditors’ rights and general principles of equity. (C) The Notes have been duly and validly authorized by all necessary corporate action and, when duly executed and issued on behalf of the Company, duly authenticated by the Trustee or the Trustee’s authenticating agent, and duly delivered to the several purchasers thereof against payment therefor in accordance with the provisions of this Agreement, will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms and entitled to all the benefits of the Indenture, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, moratorium and other laws affecting the enforceability of creditors’ rights and general principles of equity. (D) The Indenture and the Notes conform as to legal matters with the statements concerning them made in the Prospectus and the General Disclosure Package, and such statements accurately set forth the provisions thereof required to be set forth in the Prospectus and the General Disclosure Package. (E) This Agreement (and, if the opinion is being given pursuant to Section 3(j) hereof on account of the Company having entered into a Terms Agreement, the applicable Terms Agreement) has been duly and validly authorized, executed and delivered by the Company. (1) The Registration Statement and any amendments thereto have become effective under the Securities Act, and, to the best of the knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement, as amended, or any notice objecting to its use, has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Securities Act; (2) the Registration Statement, the Prospectus, and each amendment thereof or supplement thereto (except for the financial statements and other financial data included therein, as to which such counsel need express no opinion) comply as to form in all material respects with the requirements of the Securities Act and the Exchange Act and the respective rules and regulations thereunder; (3) the descriptions in the Registration Statement , the General Disclosure Package and Prospectus of statutes, legal and governmental proceedings and contracts and other documents are accurate and fairly present the information required to be shown; and (4) such counsel does not know of any legal or governmental proceedings required to be described in the Prospectus which are not so described as required nor of any contracts or other documents which are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement which are not described and filed as required. (1) At the Commencement Date, at each date the registration statement or any part thereof becomes effective or is deemed to become effective, at the Applicable Time and on such Settlement Date, such counsel had and has no reason to believe that either the Registration Statement or the Prospectus or any such amendment or supplement contained or contains any untrue statement of a material fact or omit omitted or omits to state a material fact required to be stated therein or necessary to make the statements thereintherein not misleading; and (2) at the Applicable Time and on such Settlement Date, in light such counsel had or has no reason to believe that the General Disclosure Package contained or contains any untrue statement of a material fact or omitted or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading. (H) The execution and delivery of this Agreement, the consummation of the circumstances under which they were madetransactions herein contemplated and the fulfillment of the terms hereof will not result in any breach of any of the terms and provisions of, not misleading at or constitute a default under, any indenture, mortgage, deed of trust or other agreement or instrument to which, to the time knowledge of such counsel, the Company is a party, or the Restated Certificate of Incorporation or Amended and Restated By-Laws of the Company as presently in effect or, to the knowledge of such counsel, any order, rule or regulation applicable Agent delivers a Transaction Acceptance to the Company of any court or of any federal or state regulatory body or administrative agency or other governmental body having jurisdiction over the Company or its properties. (I) No authorization, approval, consent or other action of any governmental authority or agency is required in connection with the sale of the Notes as contemplated by this Agreement, except such as may be required under the Securities Act or under state securities or blue sky laws. It is understood that such counsel may limit his or her opinion to the laws of the United States of America, the laws of the State of Illinois, and the General Corporation Law of the State of Delaware. The opinions set forth in paragraphs (i)(B) and (i)(C) above may be further limited by inclusion of a statement to the effect that insofar as such opinions relate to Notes denominated in a currency other than United States dollars, the effective enforcement of a foreign currency claim in the federal or state courts of the State of New York may be limited by requirements that a claim (or a foreign currency judgment in respect of such a claim) be converted into United States dollars at the rate of exchange prevailing on the judgment date. (ii) The opinion dated as of such date, of ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, counsel to the Agents, covering the matters in paragraphs (i)(B), (i)(C), (i)(D), (i)(E) and (i)(G) above, provided that with respect to paragraph (i)(G) above, such counsel may state that their belief is based upon their participation in the preparation of the Registration Statement, the General Disclosure Package and the Prospectus and any amendments or supplements thereto (other than documents incorporated by reference) and review and discussion of the contents thereof (including documents incorporated by reference) but is without independent check or verification except as specified. The Company shall have furnished to such counsel such documents as they may reasonably request for the purpose of enabling them to render their opinions. In connection with such opinions, such counsel may rely on the representations or certificates of officers of the Company as to factual matters. (e) On the Commencement Date, and at each Settlement Date with respect to any Terms Agreement to which such Agent is a party, the Company shall have furnished to such Agent, a certificate of the Company, signed by the Operating Partnership President or a Vice President, and the applicable Agent execute a Terms AgreementChief Financial Officer of the Company or its Treasurer, dated as of the case may be.Commencement Date or such Settlement Date, to the effect that: (ixi) No amendment the representations and warranties of the Company in this Agreement are true and correct in all material respects on and as of the date of such certificate, and the Company has complied in all material respects with all the agreements and satisfied in all material respects all the conditions on its part to be performed or supplement satisfied at or prior to the date of such certificate; (ii) no stop order suspending the effectiveness of the Registration Statement or notice objecting to its use has been issued and no proceedings for that purpose have been instituted or are pending or, to the signer’s knowledge, are contemplated under the Securities Act; and (iii) the signers of the certificate have carefully examined the Registration Statement, the Prospectus and the General Disclosure Package; neither the Registration Statement, the Prospectus and the General Disclosure Package, nor any amendment or supplement thereto includes, as of the date of such certificate, any Permitted Free Writing untrue statement of a material fact or omits, as of such date, to state any material fact required to be stated therein or necessary to make the statements therein not misleading; since the latest respective dates as of which information is given in the Registration Statement, there has been no material adverse change in the financial position, business or results of operations of the Company and its consolidated subsidiaries, considered as a whole, except as set forth in or contemplated by the Prospectus shall have and, if applicable, the General Disclosure Package; and since the effective date of the Registration Statement, as amended, no event has occurred which is required to be set forth in the Prospectus which has not been filed to which the Agents shall have reasonably objected in writingso set forth. (bf) As promptly as practicable after On the applicable Bring-Down Delivery Date orCommencement Date, in the case upon any execution of a Bring-Down Delivery Term Agreement to which such Agent is a party, and at each Settlement Date resulting from with respect to any such Terms Agreement, if called for by such Terms Agreement, the Company’s independent auditors shall have furnished to such Agent, a Principal letter or letters, dated as of the Commencement Date, such execution date or such Settlement Date, on such Principal Settlement Datein form and substance satisfactory to it, confirming that they are independent auditors within the meaning of the Securities Act and the respective applicable published rules and regulations thereunder and containing statements and information of the type ordinarily included in “comfort letters” to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in the Registration Statement, the Agents Prospectus and the General Disclosure Package, if applicable, as then amended or supplemented. (g) On the Commencement Date and at each Settlement Date with respect to any Terms Agreement to which such Agent is a party, the Company shall have received the officer’s certificates, opinions furnished to such Agent such appropriate further certificates and negative assurance letters of counsel and “comfort” letters and other documents provided for under Sections 6(b) through (d), inclusive. For purposes of clarity and without limitation to any other provision of this Section 7 or elsewhere in this Agreement, the parties hereto agree that the Agents’ obligations, if any, to solicit purchases of Shares on an agency basis or otherwise take any action pursuant to a Transaction Acceptance shall, unless otherwise agreed in writing by the Agents, be suspended during the period from and including a Bring-Down Delivery Date through and including the time that the Agents shall have received the documents described in the preceding sentenceas it may reasonably request.

Conditions of the Obligations of the Agents. The Agents’ obligation obligations of each Agent to solicit purchases on an agency basis for offers to purchase the Shares or otherwise take any action pursuant to a Transaction Acceptance Notes as agent of the Company and to purchase the Shares Notes as principal pursuant to any Terms Agreement shall will be subject to the satisfaction accuracy of the representations and warranties on the part of the Company herein, to the accuracy of the statements of the Company’s officers made in each certificate furnished pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following conditionsadditional conditions precedent: (a) At the date on which the Company receives a Transaction Acceptance (each such date, the “Time of Acceptance”), at the time of the commencement of trading on the Exchange on the Purchase Date(s) and at the relevant Time of Sale and Agency Settlement Date, or with respect to a Principal Transaction pursuant to a Terms Agreement, at the time of execution and delivery of the Terms Agreement by the Transaction Entities and at the relevant Time of Sale and Principal Settlement Date: (i) The representations, warranties and agreements on the part of the Transaction Entities herein contained or contained in any certificate of an officer or officers, general partner, managing member or other authorized representative of the Transaction Entities or any of their respective subsidiaries delivered pursuant to the provisions hereof shall be true and correct in all respects. (ii) The Transaction Entities shall have performed and observed the covenants and other obligations hereunder and/or under any Terms Agreement, as the case may be, in all material respects. (iii) In the case of an Agency Transaction, from the Time of Acceptance until the Agency Settlement Date, or, in the case of a Principal Transaction pursuant to a Terms Agreement, from the time of execution and delivery of the Terms Agreement by the Transaction Entities until the Principal Settlement Date, trading in the Common Stock on the Exchange shall not have been suspended. (iv) From the date of this Agreement, no event or condition of a type described in Section 3(g) hereof shall have occurred or shall exist, which event or condition is not described in a Permitted Free Writing Prospectus (excluding any amendment or supplement thereto) or the Prospectus (excluding any amendment or supplement thereto) and the effect of which in the judgment of the applicable Agent makes it impracticable or inadvisable to proceed with the offering, sale or delivery of the Shares on the applicable Settlement Date on the terms and in the manner contemplated by this Agreement, any Terms Agreement, any Permitted Free Writing Prospectus and the Prospectus. (v) No event of the type described in clauses (A)(i) through (iv) of Section 8(b)(ii) hereof shall have occurred. (vi) The Shares to be issued pursuant to the Transaction Acceptance, pursuant to a Terms Agreement, as applicable, shall have been approved for listing on the Exchange, subject only to notice of issuance. (vii) (A) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the relevant Settlement Date, prevent the issuance or sale of the Shares and (B) no injunction or order of any federal, state or foreign court shall have been issued that would, as of the relevant Settlement Date, prevent the issuance or sale of the Shares. (viii) (A) No stop order suspending the effectiveness of the Registration Statement Statement, as amended from time to time, shall have been issued, no proceedings for that purpose shall have been instituted or shall be in effectpending, no proceeding for such purpose or notice pursuant to Section 8A Rule 401(g)(2) of the Securities Act Regulations objecting to the use of the automatic shelf registration statement form shall be pending before have been received from the Commission, or, to the knowledge of the Company, threatened shall be contemplated by the Commission and no notice of objection Commission. (b) No event, nor any material adverse change in the condition of the Commission Company, financial or otherwise, shall have occurred, nor shall any event exist, which makes untrue or incorrect any material statement or information contained in the Registration Statement, the Prospectus, or the General Disclosure Package, or which is not reflected in the Registration Statement, the Prospectus, or the General Disclosure Package, but should be reflected therein in order to make the statements or information contained therein not misleading. (c) No Agent shall have advised the Company that the Registration Statement or any prospectus, or any amendment or supplement thereto, contains an untrue statement of fact which, in the opinion of counsel for the Agents, is material, or omits to state a fact which, in the opinion of such counsel, is material and is required to be stated therein or is necessary to make the statements therein not misleading. (d) At the Commencement Date, such Agent shall have received, and at each Settlement Date with respect to any applicable Terms Agreement to which such Agent is a party, if called for by such Terms Agreement, such Agent shall have received: (i) The opinion, dated as of such date, of Sidley Austin LLP, counsel to the use Company, in form and substance reasonably acceptable to counsel for the Agents; (ii) The opinion dated as of such date, of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, counsel to the Agents, covering such matters as the Agent may reasonably request.. (e) On the Commencement Date, and at each Settlement Date with respect to any Terms Agreement to which such Agent is a party, the Company shall have furnished to such Agent, a certificate of the Company, signed by [⚫] and [⚫] of the Company, dated as of the Commencement Date or such Settlement Date, to the effect that: (i) the representations and warranties of the Company in this Agreement are true and correct in all material respects on and as of the date of such certificate, and the Company has complied in all material respects with all the agreements and satisfied in all material respects all the conditions on its part to be performed or satisfied at or prior to the date of such certificate; (ii) no stop order suspending the effectiveness of the Registration Statement pursuant or notice objecting to Rule 401(g)(2) under the Act shall its use has been issued and no proceedings for that purpose have been received by the Company instituted or the Operating Partnership; (B) the Prospectus and each Permitted Free Writing Prospectus shall have been timely filed with the Commission under the Act (in the case of any Permitted Free Writing Prospectusare pending or, to the extent required by Rule 433 signer’s knowledge, are contemplated under the Securities Act); and (Ciii) all requests by the Commission for additional information shall have been complied with to the satisfaction signers of the Agents; and (D) no suspension of certificate have carefully examined the qualification of the Shares for offering or sale in any jurisdiction, and no initiation or threatening of any proceedings for any of such purposes, shall have occurred and be in effect. The Registration Statement, the Prospectus and the General Disclosure Package; neither the Registration Statement, the Prospectus and the General Disclosure Package, nor any amendment or supplement thereto includes, as of the date of such certificate, any Permitted Free Writing Prospectus shall not contain an untrue statement of a material fact or omit omits, as of such date, to state a any material fact required to be stated therein or necessary to make the statements thereintherein not misleading; since the latest respective dates as of which information is given in the Registration Statement, there has been no material adverse change in light the financial position, business or results of operations of the circumstances under which they were madeCompany and its consolidated subsidiaries, not misleading at considered as a whole, except as set forth in or contemplated by the time the applicable Agent delivers a Transaction Acceptance to the Company or the CompanyProspectus and, if applicable, the Operating Partnership General Disclosure Package; and since the applicable effective date of the Registration Statement, as amended, no event has occurred which is required to be set forth in the Prospectus which has not been so set forth. (f) On the Commencement Date, upon any execution of a Term Agreement to which such Agent execute is a party, and at each Settlement Date with respect to any such Terms Agreement, if called for by such Terms Agreement, the Company’s independent auditors shall have furnished to such Agent, a letter or letters, dated as of the case may be. (ix) No amendment Commencement Date, such execution date or supplement such Settlement Date, in form and substance satisfactory to it, confirming that they are independent auditors within the meaning of the Securities Act and the respective applicable published rules and regulations thereunder and containing statements and information of the type ordinarily included in “comfort letters” to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in the Registration Statement, the Prospectus and the General Disclosure Package, if applicable, as then amended or any Permitted Free Writing Prospectus shall have been filed to which the Agents shall have reasonably objected in writingsupplemented. (bg) As promptly as practicable after On the applicable Bring-Down Delivery Commencement Date or, in the case of and at each Settlement Date with respect to any Terms Agreement to which such Agent is a Bring-Down Delivery Date resulting from a Principal Settlement Date, on such Principal Settlement Dateparty, the Agents Company shall have received the officer’s certificates, opinions furnished to such Agent such appropriate further certificates and negative assurance letters of counsel and “comfort” letters and other documents provided for under Sections 6(b) through (d), inclusive. For purposes of clarity and without limitation to any other provision of this Section 7 or elsewhere in this Agreement, the parties hereto agree that the Agents’ obligations, if any, to solicit purchases of Shares on an agency basis or otherwise take any action pursuant to a Transaction Acceptance shall, unless otherwise agreed in writing by the Agents, be suspended during the period from and including a Bring-Down Delivery Date through and including the time that the Agents shall have received the documents described in the preceding sentenceas it may reasonably request.