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

Conditions to the Obligations of the Agents. The obligations of the Agents under this Agreement and any Terms Agreement shall be subject to (i) the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time, each Representation Date, and as of each Applicable Time, (ii) to the performance by the Company of its obligations hereunder and (iii) the following additional conditions: (a) The Prospectus, and any supplement thereto, required by Rule 424 to be filed with the Commission have been filed in the manner and within the time period required by Rule 424(b) with respect to any sale of Shares; each Interim Prospectus Supplement shall have been filed in the manner required by Rule 424(b) within the time period required by Rule 424(b); any other material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) The Company shall have requested and caused the Company Counsel to furnish to the Agents, at the Execution Time and on every date specified in Section 4(l) of this Agreement, its written opinions, substantially similar to the form attached hereto as Annex II-A (legal opinion), Annex II-B (negative assurance letter) and Annex II-C (REIT tax opinion), dated as of such date and addressed to the Agents. (c) The Agents shall have received from ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, counsel for the Agents, at the Execution Time and on every date specified in Section 4(m) of this Agreement, such opinion or opinions, dated as of such date and addressed to the Agents, with respect to the issuance and sale of the Shares, the Registration Statement, the Disclosure Package, the Prospectus (together with any supplement thereto) and other related matters as the Agents may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (d) The Agents shall have received from ▇▇▇▇▇▇▇ LLP, counsel for the Company with respect to certain matters of Maryland law, at the Execution Time and on every date specified in Section 4(n) of this Agreement, such opinion or opinions, substantially similar to the form attached hereto as Annex II-D, dated as of such date and addressed to the Agents, with respect to certain Maryland law matters as the Agents may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (e) The Company shall have furnished or caused to be furnished to the Agents, at the Execution Time and on every date specified in Section 4(k) of this Agreement, a certificate of the Company, signed by the chief executive officer, president or vice president of the Company and the chief financial or chief accounting officer of the Company to the effect that (i) the representations and warranties of the Company in this Agreement are true and correct as if made at and as of such date (except to the extent that such representations and warranties speak as of another date, in which case such representations and warranties shall be true and correct as of such other date); (ii) the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date; and (iii) no stop order suspending the effectiveness of the Registration Statement has been issued, and no proceedings for that purpose have been instituted or are pending or, to their knowledge, contemplated by the Commission. (f) At the Execution Time and on every date specified in Section 4(o) of this Agreement, the Agents shall have received from BDO a letter dated such date, in form and substance satisfactory to the Agents 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 the Registration Statement and the Prospectus. (g) Since the respective dates as of which information is disclosed in the Registration Statement and the Disclosure Package, except as otherwise stated therein, there shall not have been any material adverse change in the condition (financial or otherwise) or in the earnings, business affairs or business prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package (exclusive of any amendment or supplement thereto) the effect of which is, in the sole judgment of the Agents, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement (exclusive of any amendment thereof) and the Disclosure Package (exclusive of any amendment or supplement thereto). (h) The Company shall have paid the required Commission filing fees relating to the Shares within the time period required by Rule 456(b)(1)(i) of the Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Act and, if applicable, shall have updated the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b). (i) Between the Execution Time and the time of any sale of Shares through the Agents, there shall not have been any decrease in the rating of any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (j) FINRA shall not have raised any objection with respect to the fairness and reasonableness of the terms and arrangements under this Agreement. (k) The Shares shall have been listed and admitted and authorized for trading on the NYSE, and satisfactory evidence of such actions shall have been provided to the Agents. (l) Prior to each Settlement Date and Time of Delivery, as applicable, the Company shall have furnished to the Agents such further information, certificates and documents as the Agents may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to either Agent and counsel for such Agent, this Agreement and all obligations of the Agents hereunder may be canceled at, or at any time prior to, any Settlement Date or Time of Delivery, as applicable, by such Agent. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 shall be delivered at the office of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, counsel for the Agents, at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, on each such date as provided in this Agreement.

Conditions to the Obligations of the Agents. The obligations of each Agent to solicit offers to purchase the Agents under this Agreement and any Terms Agreement Notes shall be subject to (i) the accuracy in all material respects of the representations and warranties on the part of the Company contained herein in Section 1 hereof as of the Execution Time, Effective Date and as of each Representation Date, and as to the accuracy in all material respects of each Applicable Timethe statements of the Company made in any certificates pursuant to the provisions of this Section 5, (ii) to the performance in all material respects by the Company of its obligations hereunder and (iii) to satisfaction of the following additional conditionsconditions in all material respects: (a) The If filing of the Prospectus, and or any supplement thereto, is required by pursuant to Rule 424 to be filed with 424(b), the Commission Prospectus and any such supplement, shall have been filed in the manner and within the time period required by Rule 424(b) with respect to any sale of Shares; each Interim Prospectus Supplement and shall have been filed in the manner required by Rule 424(b) within the time period required by Rule 424(b); any other material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission any Issuer Free Writing Prospectus in the manner and within the applicable time periods prescribed for such filings required by Rule 433the rules and regulations related to the Securities Act; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened.; (b) The Company shall have requested and caused previously furnished to each Agent the opinion of counsel for the Company Counsel to furnish with respect to the Agentsissuance and sale of the Notes, at the Execution Time Indenture, the Registration Statement, the Prospectus and on every date specified in Section 4(l) of this Agreement, its written opinions, substantially similar to other related matters as the form attached hereto as Annex II-A (legal opinion), Annex II-B (negative assurance letter) and Annex II-C (REIT tax opinion), dated as of such date and addressed to the Agents.Agents may reasonably require; (c) The Agents shall have previously received from ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel for the Agents, at the Execution Time and on every date specified in Section 4(m) of this Agreement, such opinion or opinions, dated as of such date and addressed to the Agents, opinions with respect to the issuance and sale of the SharesNotes, the Indenture, the Registration Statement, the Disclosure Package, the Prospectus (together with any supplement thereto) and other related matters as the Agents may reasonably require, and the Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters.; (d) The Agents shall have received from ▇▇▇▇▇▇▇ LLP, counsel for the Company with respect to certain matters of Maryland law, at the Execution Time and on every date specified in Section 4(n) of this Agreement, such opinion or opinions, substantially similar to the form attached hereto as Annex II-D, dated as of such date and addressed to the Agents, with respect to certain Maryland law matters as the Agents may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (e) The Company shall have furnished or caused to be previously furnished to the Agents, at the Execution Time and on every date specified in Section 4(k) of this Agreement, Agents a certificate of the Company, signed by the chief executive officerchairman of the board, the president or any vice president of (whether or not designated by a number or word added before or after the Company title vice president) and the chief principal financial or chief accounting officer of the Company to the effect that the signers of such certificate have carefully examined the Registration Statement, the Prospectus and this Agreement and, if applicable, the Time of Sale Prospectus and that: (i) the representations and warranties in Section 1 hereof of the Company in this Agreement are true and correct in all material respects on and as of the date thereof with the same effect as if made at on the date thereof and as of such date (except to the extent that such representations and warranties speak as of another date, in which case such representations and warranties shall be true and correct as of such other date); (ii) the Company has substantially complied with all the agreements and substantially satisfied all the conditions on its part to be performed or satisfied at or prior as a condition to such date; and the obligation of the Agents to solicit offers to purchase the Notes; (iiiii) no stop order suspending the effectiveness of the Registration Statement has been issued, issued and no proceedings for that purpose have been instituted or are pending or, to their the Company’s knowledge, contemplated by threatened; and the Commission.Company has not received from the Commission any notice pursuant to Rule 401(g)(2) under the Securities Act objecting to use of the automatic shelf registration statement form; and (fiii) At since the Execution Time date of the most recent financial statements included in the Prospectus, there has been no material adverse change, or any development that would result in a material adverse change, in the business, results of operations or financial condition of the Company and on every date specified its subsidiaries, considered as one entity except as set forth in Section 4(oor contemplated in the Prospectus; (e) of this Agreement, The Company’s registered independent public accountants shall have furnished to the Agents shall have received from BDO a letter or letters (which may refer to letters previously delivered to the Agents), dated such dateas of the Time of Sale and Closing Date, in form and substance reasonably satisfactory to the Agents Agents, (1) confirming that they are independent accountants with respect to the Company and its subsidiaries as required by the Securities Act and the rules and regulations of the Commission thereunder and (2) with respect to the accounting, financing, or statistical information (which is limited to accounting, financial or statistical information derived from the general accounting records of the Company) contained in the Registration Statement or Prospectus or incorporated by reference therein, and containing statements and information of the type ordinarily included in accountants’ SAS 72 letters, as amended by SAS 86, “comfort lettersComfort Letters” to underwriters underwriters, with respect to the financial statements and certain financial information contained in or incorporated by reference into the Registration Statement and the Prospectus.; (g) Since the respective dates as of which information is disclosed in the Registration Statement and the Disclosure Package, except as otherwise stated therein, there shall not have been any material adverse change in the condition (financial or otherwise) or in the earnings, business affairs or business prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package (exclusive of any amendment or supplement thereto) the effect of which is, in the sole judgment of the Agents, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement (exclusive of any amendment thereof) and the Disclosure Package (exclusive of any amendment or supplement thereto). (h) The Company shall have paid the required Commission filing fees relating to the Shares within the time period required by Rule 456(b)(1)(i) of the Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Act and, if applicable, shall have updated the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b). (i) Between the Execution Time and the time of any sale of Shares through the Agents, there shall not have been any decrease in the rating of any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (j) FINRA shall not have raised any objection with respect to the fairness and reasonableness of the terms and arrangements under this Agreement. (k) The Shares shall have been listed and admitted and authorized for trading on the NYSE, and satisfactory evidence of such actions shall have been provided to the Agents. (lf) Prior to each Settlement Date and Time of Delivery, as applicablethe Execution Time, the Company shall have furnished to the Agents each Agent such further information, documents, certificates and documents opinions of counsel as the Agents may reasonably request. If any of the conditions specified in this Section 6 5 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to either Agent the Agents and counsel for such Agenttheir counsel, this Agreement agreement and all obligations of the Agents any Agent hereunder may be canceled at, or at any time prior to, any Settlement Date or Time of Delivery, as applicable, by such Agent. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile telegraph confirmed in writing. The documents required to be delivered by this Section 6 5 shall be delivered at the office of ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Agents, at ▇▇▇▇ ▇▇▇▇▇▇ ▇, counsel for the Agents, at ▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, on each such the date as provided in this Agreementhereof.

Conditions to the Obligations of the Agents. The obligations of each Agent to solicit offers to purchase the Agents under this Agreement and any Terms Agreement Notes shall be subject to (i) the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time, each Representation Date, when any supplement to the Prospectus relating to the Notes is filed with the Commission and as of each Applicable TimeClosing Date, (ii) to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and (iii) to the following additional conditions: (a) The If filing of the Prospectus, or any supplement thereto, is required pursuant to Rule 424(b) under the Act, the Prospectus, and any supplement theretosupplement, required by Rule 424 to be filed with the Commission shall have been filed in the manner and within the time period required by Rule 424(b) with respect to any sale of Shares; each Interim Prospectus Supplement shall have been filed in the manner required by Rule 424(b) within the time period required by Rule 424(b); any other material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened; and no notice of objection of the Commission to the use of the form of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Act shall have been received by the Company. (b) The Subject to Section 5(g) below, the Company shall have requested and caused furnished to each Agent the opinions of ▇▇▇▇▇▇▇ Coie LLP or other counsel to the Company Counsel to furnish reasonably acceptable to the Agents, at and the opinion of the General Counsel for the Company, dated the Execution Time and on every date specified in Section 4(l) of this Agreement, its written opinionsTime, substantially similar to in the form attached forms of Exhibits D-1 and D-2 hereto as Annex II-A (legal opinion)and Exhibit E hereto, Annex II-B (negative assurance letter) and Annex II-C (REIT tax opinion), dated as of such date and addressed to the Agentsrespectively. (c) The Agents Subject to Section 5(g) below, each Agent shall have received from ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, ▇▇ LLP or other counsel for the Agents, at Agents determined by the Execution Time Agents and on every date specified in Section 4(m) of this Agreementreasonably acceptable to the Company, such opinion or opinions, dated as of such date and addressed to the AgentsExecution Time, with respect to the issuance and sale incorporation of the SharesCompany, the validity of the Indenture and the Notes, the Registration Statement, the Disclosure Package, the Prospectus (together with any supplement thereto) and other related matters as the Agents may reasonably require, and the Company shall have furnished to such counsel such documents as they may reasonably request for the purpose of enabling them to pass upon such matters. (d) The Agents shall have received from . In rendering their opinions, ▇▇▇▇▇▇▇▇ LLP, & ▇▇▇▇▇▇▇▇ LLP (or other counsel for the Company with respect Agents) may rely upon the opinion described above of the General Counsel for the Company, as to certain all matters of Maryland lawIdaho, at the Execution Time and on every date specified in Section 4(n) of this AgreementMontana, such opinion or opinionsNevada, substantially similar to the form attached hereto as Annex II-DOregon, dated as of such date and addressed to the Agents, with respect to certain Maryland law matters as the Agents may reasonably requireWashington, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such mattersWyoming law. (ed) The Company shall have furnished or caused to be furnished to the Agents, at the Execution Time and on every date specified in Section 4(k) of this Agreement, each Agent a certificate of the Company, signed by the chief executive officer, president Chief Executive Officer or vice president of the Company and President or the chief principal financial or chief accounting officer of the Company Company, dated the Execution Time, to the effect that 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 hereof with the same effect as if made at on the date hereof and as of such date (except to the extent that such representations and warranties speak as of another date, in which case such representations and warranties shall be true and correct as of such other date); (ii) the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior as a condition to such date; and the obligation of the Agents to solicit offers to purchase the Notes; (iiiii) no stop order suspending the effectiveness of the Registration Statement has been issued, issued and no proceedings for that purpose have been instituted or are pending or, to their the Company’s knowledge, contemplated by threatened; and no notice of objection of the Commission. (f) At the Execution Time and on every date specified in Section 4(o) of this Agreement, the Agents shall have received from BDO a letter dated such date, in form and substance satisfactory Commission to the Agents containing statements and information use of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in form of the Registration Statement and or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Act shall have been received by the Company; and (iii) since the date of the most recent audited financial statements included in or incorporated by reference in the Prospectus. (g) Since the respective dates as of which information is disclosed in the Registration Statement and the Disclosure Package, except as otherwise stated therein, there shall not have has been no material adverse change or any development that could reasonably be expected to result in a material adverse change in the condition (financial or otherwise) or in the other), earnings, business affairs or business prospects properties of the Company and its Subsidiaries subsidiaries considered as one enterprisea whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package (exclusive of any amendment or supplement thereto) the effect of which is, in the sole judgment of the Agents, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement (exclusive of any amendment thereof) and the Disclosure Package (exclusive of any amendment or supplement thereto)Prospectus. (he) The Company shall have paid the required Commission filing fees relating Subject to the Shares within the time period required by Rule 456(b)(1)(iSection 5(g) of the Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Act andbelow, if applicable, shall have updated the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b). (i) Between at the Execution Time and Time, Deloitte & Touche LLP, or such other independent registered public accounting firm approved by the time of any sale of Shares through the Agents, there shall not have been any decrease in the rating of any Audit Committee of the Company’s debt securities by any “nationally recognized statistical rating organization” Board of Directors, shall have furnished to each Agent a letter or letters (which may refer to letters previously delivered to the Agents), dated as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible changeExecution Time, to the effect set forth in Exhibit C hereto. (jf) FINRA shall not have raised any objection with respect Subject to Section 5(g) below, prior to the fairness and reasonableness of the terms and arrangements under this Agreement. (k) The Shares shall have been listed and admitted and authorized for trading on the NYSE, and satisfactory evidence of such actions shall have been provided to the Agents. (l) Prior to each Settlement Date and Time of Delivery, as applicableExecution Time, the Company shall have furnished to the Agents each Agent such further information, documents and certificates and documents as the Agents may reasonably request. (g) Notwithstanding the foregoing, if the Company delivers to the Agents notification to suspend solicitation of offers to purchase Notes pursuant to Section 2(a), then the Company shall not be required to deliver (or cause to be delivered) the opinions, letters or other materials required under Sections 5(b), (c), (e) or (f) at the Execution Time; provided that, when such a suspension is lifted, the Company shall deliver (or cause to be delivered) to the Agents, prior to the resumption of any solicitation of offers to purchase Notes pursuant to Section 2(a), (i) the most recent opinions and letter required to be delivered pursuant to Section 4(m), or if no such opinions and letter are required to be delivered pursuant to Section 4(m), the opinions and letter of the same tenor required under Sections 5(b) and (e), but dated a recent date (that is reasonably satisfactory to the Agents) prior to the resumption of such solicitation (such a recent date, the “Delivery Date”), (ii) the opinions of the same tenor required under Sections 5(c) but dated the Delivery Date, and (iii) such other information, documents and certificates as the Agents may reasonably request. For the avoidance of doubt, this Section 5(g) shall not limit any obligations of the Company hereunder (other than under Sections 5(b), (c), (e) and (f)), including without limitation any certificates required to be delivered pursuant to Section 4. (h) In the case of solicitation of offers to purchase any Notes having maturity of more than 30 years, the Company shall have obtained the authorization of its Board of Directors, as well as the approval of the Idaho Public Utilities Commission and the Public Service Commission of Wyoming, in each case, for issuance of Notes having maturity of more than 30 years. If any of the conditions specified in this Section 6 5 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to either Agent such Agents and counsel for such Agentthe Agents, this Agreement and all obligations of the Agents any Agent hereunder may be canceled at, or cancelled at any time prior to, any Settlement Date or Time of Delivery, as applicable, by such Agentthe Agents. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile telegraph confirmed in writing. The documents required to be delivered by this Section 6 5 shall be delivered at the office of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇Coie LLP, counsel for the Agents, at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇Company, on each such the date hereof or a Delivery Date, as provided in this Agreementthe case may be.

Conditions to the Obligations of the Agents. The obligations of the Agents under this Agreement and any Terms Agreement shall be subject to (i) the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time, each Representation Date, and as of each Applicable Time, (ii) to the performance by the Company of its obligations hereunder and (iii) the following additional conditions: (a) The Prospectus, and any supplement thereto, required by Rule 424 to be filed with the Commission have been filed in the manner and within the time period required by Rule 424(b) with respect to any sale of Shares; each Interim Prospectus Supplement shall have been filed in the manner required by Rule 424(b) within the time period required by Rule 424(b); any other material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) The Company shall have requested and caused the Company Counsel to furnish to the Agents, at the Execution Time and on every date specified in Section 4(l) of this Agreement, its written opinions, substantially similar to the form attached hereto as Annex II-A (legal opinion), Annex II-B (negative assurance letter) and Annex II-C (REIT tax opinion), dated as of such date and addressed to the Agents. (c) The Agents shall have received from ▇▇▇▇▇Ropes & G▇▇▇ ▇▇▇▇▇▇LLP, counsel for the Agents, at the Execution Time and on every date specified in Section 4(m) of this Agreement, such opinion or opinions, dated as of such date and addressed to the Agents, with respect to the issuance and sale of the Shares, the Registration Statement, the Disclosure Package, the Prospectus (together with any supplement thereto) and other related matters as the Agents may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (d) The Agents shall have received from ▇V▇▇▇▇▇▇ LLP, counsel for the Company with respect to certain matters of Maryland law, at the Execution Time and on every date specified in Section 4(n) of this Agreement, such opinion or opinions, substantially similar to the form attached hereto as Annex II-D, dated as of such date and addressed to the Agents, with respect to certain Maryland law matters as the Agents may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (e) The Company shall have furnished or caused to be furnished to the Agents, at the Execution Time and on every date specified in Section 4(k) of this Agreement, a certificate of the Company, signed by the chief executive officer, president or vice president of the Company and the chief financial or chief accounting officer of the Company to the effect that (i) the representations and warranties of the Company in this Agreement are true and correct as if made at and as of such date (except to the extent that such representations and warranties speak as of another date, in which case such representations and warranties shall be true and correct as of such other date); (ii) the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date; and (iii) no stop order suspending the effectiveness of the Registration Statement has been issued, and no proceedings for that purpose have been instituted or are pending or, to their knowledge, contemplated by the Commission. (f) At the Execution Time and on every date specified in Section 4(o) of this Agreement, the Agents shall have received from BDO a letter dated such date, in form and substance satisfactory to the Agents 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 the Registration Statement and the Prospectus. (g) Since the respective dates as of which information is disclosed in the Registration Statement and the Disclosure Package, except as otherwise stated therein, there shall not have been any material adverse change in the condition (financial or otherwise) or in the earnings, business affairs or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package (exclusive of any amendment or supplement thereto) the effect of which is, in the sole judgment of the Agents, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement (exclusive of any amendment thereof) and the Disclosure Package (exclusive of any amendment or supplement thereto). (h) The Company shall have paid the required Commission filing fees relating to the Shares within the time period required by Rule 456(b)(1)(i) of the Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Act and, if applicable, shall have updated the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b). (i) Between the Execution Time and the time of any sale of Shares through the Agents, there shall not have been any decrease in the rating of any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (j) FINRA shall not have raised any objection with respect to the fairness and reasonableness of the terms and arrangements under this Agreement. (k) The Shares shall have been listed and admitted and authorized for trading on the NYSE, and satisfactory evidence of such actions shall have been provided to the Agents. (l) Prior to each Settlement Date and Time of Delivery, as applicable, the Company shall have furnished to the Agents such further information, certificates and documents as the Agents may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to either any Agent and counsel for such Agent, this Agreement and all obligations of the Agents such Agent hereunder may be canceled at, or at any time prior to, any Settlement Date or Time of Delivery, as applicable, by such Agent. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 shall be delivered at the office of Ropes & G▇▇▇▇▇▇ LLP, counsel for the Agents, at 1▇▇▇ ▇▇▇▇▇▇ ▇, counsel for the Agents, at ▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇P▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇, on each such date as provided in this Agreement.

Conditions to the Obligations of the Agents. The obligations of any ------------------------------------------- Agent to solicit offers to purchase the Agents under this Agreement and any Terms Agreement Notes shall be subject to (i) the accuracy of the representations and warranties on the part of the Company and the Guarantor contained herein as of the Execution Timedate hereof, each Representation Dateas of the date of the effectiveness of any amendment to the Registration Statement (including the filing of any document incorporated by reference therein), as of the date any supplement to the Prospectus is filed with the Commission and as of each Applicable TimeSettlement Date, (ii) to the accuracy of the statements of the Company and the Guarantor made in any certificates pursuant to the provisions hereof, to the performance by the Company and the Guarantor of its their respective obligations hereunder and (iii) to the following additional conditions: (a) The Prospectus, and any supplement thereto, required by Rule 424 to be filed with the Commission have been filed in the manner and within the time period required by Rule 424(b) with respect to any sale of Shares; each Interim Prospectus Supplement shall have been filed in the manner required by Rule 424(b) within the time period required by Rule 424(b); any other material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no No stop order suspending the effectiveness of the Registration Statement or any notice objecting Statement, as amended from time to its use time, shall have been issued issued, and no proceedings for that purpose shall have been instituted or threatened. (b) The Company and the Guarantor shall have requested and caused the Company Counsel to furnish furnished to the AgentsAgents the opinion or opinions of ▇▇▇▇▇, at the Execution Time and on every date specified in Section 4(l) of this Agreement▇▇▇▇▇, its written opinions▇▇▇▇▇▇, substantially similar to the form attached hereto as Annex II-A (legal opinion), Annex II-B (negative assurance letter) and Annex II-C (REIT tax opinion), dated as of such date and addressed to the Agents. (c) The Agents shall have received from ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for to the Agents, at Company and the Execution Time and on every date specified in Section 4(m) of this Agreement, such opinion or opinionsGuarantor, dated the date hereof, substantially as of set forth below, with such date additional qualifications and addressed exceptions as shall be acceptable to the Agents, with respect to the issuance Agents and sale of the Shares, the Registration Statement, the Disclosure Package, the Prospectus (together with any supplement thereto) and other related matters as the Agents may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.their counsel: (di) The Agents shall have received from ▇▇▇▇▇▇▇ LLP, counsel for the Company with respect to certain matters of Maryland law, at the Execution Time and on every date specified in Section 4(n) of this Agreement, such opinion or opinions, substantially similar to the form attached hereto as Annex II-D, dated as of such date and addressed to the Agents, with respect to certain Maryland law matters as the Agents may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (e) The Company shall have furnished or caused to be furnished to the Agents, at the Execution Time and on every date specified in Section 4(k) of this Agreement, a certificate of the Company, signed by the chief executive officer, president or vice president Each of the Company and the chief financial or chief accounting Guarantor is a corporation duly incorporated, validly existing and in good standing under the laws of the state of its incorporation and has the corporate power and authority to own its properties and to conduct its business as described in the Prospectus. (ii) The Company and the Guarantor have the corporate power and authority to enter into this Agreement and the Terms Agreement (if applicable), and this Agreement and the Terms Agreement (if applicable) have been duly and validly authorized, executed and delivered by the Company and the Guarantor, respectively. (iii) The form and general terms of the Notes have been duly and validly authorized and established in conformity with the provisions of the Indenture by all necessary corporate action by the Company, and when the particular terms of the Notes have been duly established in accordance with the provisions of the Indenture, the Procedures and the resolutions of the Board of Directors of the Company and such Notes have been duly executed, authenticated and delivered against payment therefor in accordance with the provisions of the Indenture, the Procedures and this Agreement, will constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms and the terms of the Indenture, and the holders of the Notes will be entitled to the benefits of the Indenture; and the Indenture has been duly authorized, executed and delivered by each of the Company and Guarantor, has been qualified under the Trust Indenture Act, and constitutes a legal, valid and binding obligation enforceable against each of the Company and the Guarantor in accordance with its terms. (iv) The Guarantees, in the forms certified to by an authorized officer of the Company Guarantor, have been duly and validly authorized by all necessary corporate action by the Guarantor and, upon due issuance, authentication and delivery of the related Notes and due endorsement of the Guarantees, the Guarantees will have been duly executed, issued and delivered and will constitute the legal, valid and binding obligations of the Guarantor enforceable against the Guarantor in accordance with their terms and the terms of the Indenture, and the holders of the Notes upon which the Guarantees are endorsed will be entitled to the effect that (i) the representations and warranties benefits of the Company Indenture. (v) The Registration Statement has become effective under the Act; any required filing of the Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been made in this Agreement are true the manner and correct as if made at and as within the time period required by Rule 424(b); to the knowledge of such date (except to the extent that such representations and warranties speak as of another datecounsel, in which case such representations and warranties shall be true and correct as of such other date); (ii) the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date; and (iii) no stop order suspending the effectiveness of the Registration Statement has been issued, and no proceedings for that purpose have been instituted or are pending orthreatened and the Registration Statement and the Prospectus (other than (i) the financial statements and other financial and statistical information contained therein and (ii) the Statement of Eligibility on Form T-1 filed as an exhibit thereto, as to which such counsel need express no opinion), as of their knowledgerespective effective or issue dates, contemplated by as the Commissioncase may be, appear on their face to be responsive as to form in all material respects with the applicable requirements of the Act and the Rules and Regulations and the Trust Indenture Act and the rules and regulations of the Commission thereunder. (fvi) At No consent, approval, authorization or order of any United States federal or New York, California or (with respect to matters arising under the Execution Time Delaware General Corporation Law) Delaware court or governmental agency or body is required for the consummation of the transactions contemplated by this Agreement or the Indenture, except such as have been obtained under the Act and on every date specified such as may be required under the securities and blue sky laws, rules or regulations of any jurisdiction in Section 4(oconnection with the purchase and distribution of the Notes and related Guarantees by the Agents and such other approvals as have been obtained. (vii) Neither the issue and sale of the Notes (in the forms certified to by an authorized officer of the Company), the compliance by the Company and the Guarantor with all the provisions of this Agreement, the Agents Indenture, the Notes or the Guarantees (in the form certified to by an authorized officer of the Guarantor), the consummation of the transactions herein or therein contemplated nor the fulfillment of the terms hereof or thereof will conflict with, result in a breach of, or constitute a default under the charter or bylaws of the Company or the Guarantor or the terms of any indenture or other agreement or instrument filed with the Commission and to which the Company or the Guarantor or any of the Guarantor's subsidiaries is a party or bound, or any order, decree, judgment or regulation (other than any federal or state securities or blue sky laws, rules or regulations) known to such counsel to be applicable to the Company or the Guarantor or any of the Guarantor's subsidiaries of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Company or the Guarantor or any of the Guarantor's subsidiaries. (viii) To the best knowledge of such counsel, no holders of securities of the Company or the Guarantor have rights to the registration of such securities under the Registration Statement. (ix) Such counsel confirms (i) that the statements in the Prospectus under the caption "Federal Income Tax Consequences", insofar as such statements constitute a summary of the legal matters referred to therein, fairly present the information disclosed therein in all material respects, (ii) the conformity in all material respects of the Notes (in the forms certified to by an authorized officer of the Company) to the statements relating thereto in the Prospectus, and (iii) the conformity in all material respects of the Indenture and the Guarantees to the statements relating thereto in the Prospectus under the captions "Description of Notes" and "Description of Debt Securities and Guarantees". Such counsel shall have received from BDO a letter dated such datealso state that, in the course of their engagement to represent or advise the Company and the Guarantor professionally, they have not become aware of any pending legal proceeding before any court or administrative agency or authority or any arbitration tribunal, nor have they devoted substantive attention in the form and substance satisfactory of legal representation as to any current overtly threatened litigation against or directly affecting the Agents containing statements and information of Company or its subsidiaries or the type ordinarily included Guarantor or its subsidiaries, in accountants’ “comfort letters” each case that is required to underwriters with respect to the financial statements and certain financial information contained be described in the Registration Statement or the Prospectus and the Prospectus. (g) Since the respective dates as of which information is disclosed in the Registration Statement and the Disclosure Package, except as otherwise stated therein, there shall not have been any material adverse change in the condition (financial or otherwise) or in the earnings, business affairs or business prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package (exclusive of any amendment or supplement thereto) the effect of which is, in the sole judgment of the Agents, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement (exclusive of any amendment thereof) and the Disclosure Package (exclusive of any amendment or supplement thereto). (h) The Company shall have paid the required Commission filing fees relating to the Shares within the time period required by Rule 456(b)(1)(i) of the Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Act and, if applicable, shall have updated the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b). (i) Between the Execution Time and the time of any sale of Shares through the Agents, there shall not have been any decrease in the rating of any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (j) FINRA shall not have raised any objection with respect to the fairness and reasonableness of the terms and arrangements under this Agreement. (k) The Shares shall have been listed and admitted and authorized for trading on the NYSE, and satisfactory evidence of such actions shall have been provided to the Agents. (l) Prior to each Settlement Date and Time of Delivery, as applicable, the Company shall have furnished to the Agents such further information, certificates and documents as the Agents may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to either Agent and counsel for such Agent, this Agreement and all obligations of the Agents hereunder may be canceled at, or at any time prior to, any Settlement Date or Time of Delivery, as applicable, by such Agent. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 shall be delivered at the office of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, counsel for the Agents, at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, on each such date as provided in this Agreement.so

Conditions to the Obligations of the Agents. The obligations of the Agents under this Agreement and any Terms Agreement shall be subject to (i) the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time, each Representation Date, and as of each Applicable Time, (ii) to the performance by the Company of its obligations hereunder and (iii) the following additional conditions: (a) The Prospectus, and any supplement thereto, required by Rule 424 to be filed with the Commission have been filed in the manner and within the time period required by Rule 424(b) with respect to any sale of Shares; each Interim Prospectus Supplement shall have been filed in the manner required by Rule 424(b) within the time period required by Rule 424(b); any other material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) The Company shall have requested and caused the Company Counsel to furnish to the Agents, at the Execution Time and on every date specified in Section 4(l) of this Agreement, its written opinionsopinions and a negative assurance letter, substantially similar to the form attached hereto as Annex II-A ▇▇▇▇▇ ▇▇-A (legal opinion), Annex II-B ▇▇▇▇▇ ▇▇-B (negative assurance letter) and Annex II-C (REIT tax opinion), dated as of such date and addressed to the Agents. (c) The Agents shall have received from ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇Ropes & Gray LLP, counsel for the Agents, at the Execution Time and on every date specified in Section 4(m) of this Agreement, such opinion or opinionsa negative assurance letter, dated as of such date and addressed to the Agents, with respect to the issuance and sale of the Shares, the Registration Statement, the Disclosure Package, as applicable, the Prospectus (together with any supplement thereto) and other related matters as the Agents may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (d) The Agents shall have received from ▇▇▇▇▇▇▇ LLP, counsel for the Company with respect to certain matters of Maryland law, at the Execution Time and on every date specified in Section 4(n) of this Agreement, such opinion or opinions, substantially similar to the form attached hereto as Annex II-D, dated as of such date and addressed to the Agents, with respect to certain Maryland law matters as the Agents may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (e) The Company shall have furnished or caused to be furnished to the Agents, at the Execution Time and on every date specified in Section 4(k) of this Agreement, a certificate of the Company, signed by the chief executive officer, president or vice president of the Company and the chief financial or chief accounting officer of the Company to the effect that (i) the representations and warranties of the Company in this Agreement are true and correct as if made at and as of such date (except to the extent that such representations and warranties speak as of another date, in which case such representations and warranties shall be true and correct as of such other date); (ii) the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date; and (iii) no stop order suspending the effectiveness of the Registration Statement has been issued, and no proceedings for that purpose have been instituted or are pending or, to their knowledge, contemplated by the Commission. (fe) At Substantially concurrent with the Execution Time and on every date specified in Section 4(o4(n) of this Agreement, the Agents shall have received from BDO a letter dated such date, in form and substance satisfactory to the Agents 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 the Registration Statement and the Prospectus. (gf) Since the respective dates as of which information is disclosed in the Registration Statement and the Disclosure Package, except as otherwise stated therein, there shall not have been any material adverse change in the condition (financial or otherwise) or in the earnings, business affairs or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package (exclusive of any amendment or supplement thereto) the effect of which is, in the sole judgment of the Agents, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement (exclusive of any amendment thereof) and the Disclosure Package (exclusive of any amendment or supplement thereto). (hg) The Company shall have paid the required Commission filing fees relating to the Shares within the time period required by Rule 456(b)(1)(i) of the Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Act and, if applicable, shall have updated the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b). (ih) Between the Execution Time and the time of any sale of Shares through the Agents, there shall not have been any decrease in the rating of any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (ji) FINRA shall not have raised any objection with respect to the fairness and reasonableness of the terms and arrangements under this Agreement. (kj) The Shares shall have been listed and admitted and authorized for trading on the NYSE, and satisfactory evidence of such actions shall have been provided to the Agents. (lk) Prior to each Settlement Date and Time of Delivery, as applicable, the Company shall have furnished to the Agents such further information, certificates and documents as the Agents may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to either any Agent and counsel for such Agent, this Agreement and all obligations of the Agents such Agent hereunder may be canceled at, or at any time prior to, any Settlement Date or Time of Delivery, as applicable, by such Agent. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 shall be delivered at the office of ▇▇▇▇Ropes & Gray LLP, counsel for the Agents, at ▇▇▇▇ ▇▇▇▇▇▇ ▇, counsel for the Agents, at ▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇, on each such date as provided in this Agreement.

Conditions to the Obligations of the Agents. (A) The obligations of each Agent to solicit offers to purchase the Agents under this Agreement and any Terms Agreement shall Notes pursuant to Section 1 hereof will, unless waived by such Agent expressly in writing, be subject to (i) the accuracy of the representations and warranties on the part of the Company contained made herein as of the Execution Time, each Representation Date, date hereof and as of the Commencement Date, to the accuracy of the statements of the Company's officers made in each Applicable Timecertificate furnished pursuant to the provisions hereof, (ii) to the performance and observance by the Company of all covenants and agreements herein contained on its obligations hereunder part to be performed and (iii) observed and to the following additional conditionsconditions precedent: (ai) The Prospectus, and any supplement thereto, required by Rule 424 to be filed with Prospectus as amended or supplemented (including the Commission have been filed in the manner and within the time period required by Rule 424(bPricing Supplement) with respect to any sale of Shares; each Interim Prospectus Supplement shall have been filed in the manner required by Rule 424(b) within the time period required by Rule 424(b); any other material required to be filed by the Company pursuant to Rule 433(d) under the Act, such Notes shall have been filed with the Commission pursuant to Rule 424(b) under the Act within the applicable time periods period prescribed for such filings filing by Rule 433the rules and regulations under the Act and in accordance with Section 4(a) hereof; and (ii) no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings proceeding for that purpose shall have been instituted initiated or threatenedthreatened by the Commission; and (iii) all requests for additional information on the part of the Commission shall have been complied with. (b) The Company shall have requested and caused furnished to such Agent an opinion or opinions of the counsel to the Company, dated the Commencement Date, substantially to the effect set forth in Exhibit C hereto. Any of the opinions set forth therein may be delivered by another counsel for the Company Counsel to furnish to the Agents, at the Execution Time and on every date specified in Section 4(l) of this Agreement, its written opinions, substantially similar to the form attached hereto as Annex II-A (legal opinion), Annex II-B (negative assurance letter) and Annex II-C (REIT tax opinion), dated as of such date and addressed who is reasonably satisfactory to the Agents. (c) The Agents Such Agent shall have received from ▇▇▇▇▇▇▇Rei▇ ▇▇▇▇▇▇& Priest LLP, counsel for the AgentsAgent, at the Execution Time and on every date specified in Section 4(m) of this Agreement, such opinion or opinionsan opinion, dated as of such date and addressed to the AgentsCommencement Date, with respect to the issuance and sale of the SharesNotes, the Indenture, the Registration Statement, as amended as of the Disclosure PackageCommencement Date, the Prospectus (together with any supplement thereto) Prospectus, as amended and supplemented as of the Commencement Date, and other related matters as the Agents such Agent may reasonably require, ; and the Company shall have furnished to such counsel such documents as they may reasonably request for the purpose of enabling them to pass upon on such matters. (d) The Agents shall have received from ▇▇▇▇▇▇▇ LLP, counsel for the Company with respect to certain matters of Maryland law, at the Execution Time and on every date specified in Section 4(n) of this Agreement, such opinion or opinions, substantially similar to the form attached hereto as Annex II-D, dated as of such date and addressed to the Agents, with respect to certain Maryland law matters as the Agents may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (e) The Company shall have furnished or caused to be furnished to the Agents, at the Execution Time and on every date specified in Section 4(k) of this Agreement, Agent a certificate of the Company, signed by the chief executive officer, president or vice president any of the Company and the chief financial or chief accounting officer Chairman of the Company Board, the President or the Chief Financial Officer, dated the Commencement Date, to the effect that to the best of such person's knowledge after reasonable investigation: (i) this Agreement is substantially in the form presented to and approved by the Board of Directors of the Company; (ii) 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 with the same effect as if made at and as on the date of such date (except to the extent that such representations certificate, and warranties speak as of another date, in which case such representations and warranties shall be true and correct as of such other date); (ii) the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior as a condition to the obligations of such date; and Agent under this Agreement; (iii) since the date of the most recent financial statements included or incorporated by reference in the Prospectus, as amended and supplemented, there has been no material adverse change in the business, properties, financial condition or results of operations of the Company and its consolidated subsidiaries, taken as a whole, other than those changes reflected in or contemplated by the Prospectus, as amended and supplemented as of the date of the certificate; (iv) no stop order suspending the effectiveness of the Registration Statement has been issuedis in effect, and no proceedings for that purpose have been instituted or such purposes are pending or, to their knowledge, contemplated before or threatened by the Commission; and (v) since the date of the Prospectus, as amended and supplemented, no downgrading shall have occurred in the rating accorded the Company's debt securities by Standard & Poor's Corporation ("S&P"), Moo▇▇'▇ ▇▇vestors Service, Inc. ("Moody's") or Duf▇ & Phe▇▇▇ ▇▇edit Rating Co. ("Duf▇ & Phe▇▇▇") and none of S&P, Moody's or Duf▇ & Phe▇▇▇ ▇▇s placed on "credit watch" or "credit review" with negative implications the Company's debt securities. (fe) At the Execution Time and on every date specified in Section 4(o) of this Agreement, the Agents Art▇▇▇ ▇▇d▇▇▇▇▇ ▇▇P shall have received from BDO furnished to such Agent a letter or letters, dated such datethe Commencement Date, in form and substance satisfactory to such Agent, confirming that they are independent public accountants within the Agents containing statements and information meaning of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement Act and the ProspectusExchange Act and the respective applicable published rules and regulations thereunder. (gf) Since Subsequent to the respective dates as of which information is disclosed given in the Registration Statement and the Disclosure PackageProspectus, except as otherwise stated thereinamended and supplemented, there shall not have been (i) any downgrade or placement on "credit watch" or "credit review" as described in the certificate referred to in paragraph (A)(d)(v) of this Section 6 or (ii) any material adverse change in the business, properties, financial condition (financial or otherwise) or in the earnings, business affairs or business prospects results of operations of the Company and its Subsidiaries considered consolidated subsidiaries, taken as one enterprisea whole, whether or not arising in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package (exclusive of any amendment or supplement thereto) the effect of which iswhich, in the sole reasonable judgment of such Agent after reasonable inquiry, is to impair the Agentsmarketability of the Notes. (g) There shall not have occurred: (i)(A) a suspension or material limitation in trading in securities generally on the New York Stock Exchange, so material and adverse (B) a suspension in trading in any securities of the Company on any exchange or over- the-counter market, or (C) a general moratorium on commercial banking activities in New York declared by either Federal or New York State authorities, if the effect of any such occurrence is such as to make it impractical or inadvisable to proceed with impair, in the offering or delivery reasonable judgment of such Agent, after reasonable inquiry, the marketability of the Shares as contemplated Notes; or (ii) the outbreak or material escalation of hostilities involving the United States or the declaration by the Registration Statement (exclusive United States of a national emergency or war, if the effect of any amendment thereof) and such occurrence on the Disclosure Package (exclusive financial markets of any amendment or supplement thereto)the United States is such as to impair, in the reasonable judgment of such Agent, after reasonable inquiry, the marketability of the Notes. (h) The Company shall have paid the required Commission filing fees relating to the Shares within the time period required by Rule 456(b)(1)(i) of the Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Act and, if applicable, shall have updated the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b). (i) Between the Execution Time and the time of any sale of Shares through the Agents, there shall not have been any decrease in the rating of any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (j) FINRA shall not have raised any objection with respect to the fairness and reasonableness of the terms and arrangements under this Agreement. (k) The Shares shall have been listed and admitted and authorized for trading on the NYSE, and satisfactory evidence of such actions shall have been provided to the Agents. (l) Prior to each Settlement Date and Time of Delivery, as applicable, the Company shall have furnished to the Agents such Agent such further information, certificates and documents as such Agent may reasonably request from time to time. Any certificate signed by any officer of the Agents Company and delivered to such Agent or its counsel and delivered explicitly pursuant to the terms of this Agreement shall be deemed a representation and a warranty by the Company to such Agent as to matters covered thereby, as if set forth herein. (B) The obligations of the Purchasing Agent to purchase Notes pursuant to any Terms Agreement entered into by it pursuant to Section 1 hereof will be subject to the accuracy of the representations and warranties on the part of the Company herein as of the date of such Terms Agreement and as of the Settlement Date thereunder, to the accuracy of the statements of the Company's officers made in each certificate furnished pursuant to the provisions hereof, to the performance and observance by the Company of all covenants and agreements contained herein and in such Terms Agreement on its part to be performed and observed and to the following additional conditions precedent (which cannot be waived by the Purchasing Agent in any respect without the consent of each other Agent): (i) The Prospectus as amended or supplemented (including the Pricing Supplement) with respect to such Notes shall have been filed with the Commission pursuant to Rule 424(b) under the Act within the applicable time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 4(a) hereof; (ii) no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and (iii) all requests for additional information on the part of the Commission shall have been complied with. (b) Upon the request of any Agent, such Agent shall have received, appropriately updated and modified, (i) a certificate of the Company, dated as of the Settlement Date, to the effect set forth in Section 6(A)(d), (ii) the opinion or opinions of the counsel to the Company or such other counsel satisfactory to such Agent, dated as of the Settlement Date, to the effect set forth in Section 6(A)(b), (iii) the opinion of Rei▇ & Priest LLP, counsel for the Agent, dated as of the Settlement Date, to the effect set forth in Section 6(A)(c) and/or (iv) the letter or letters of Art▇▇▇ ▇▇d▇▇▇▇▇ ▇▇P, dated as of the Settlement Date, to the effect set forth in Section 6(A)(e). (c) The conditions set forth in Sections 6(A)(f) and 6(A)(g) shall have been satisfied. (d) Prior to the Settlement Date, the Company shall have furnished to any Agent such further information, certificates and documents as such Agent may reasonably request. If any of the conditions specified in this Section 6 6(B) shall not have been fulfilled in all material respects when and as provided in this Agreement and in such Terms Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement and in such Terms Agreement shall not be in all material respects reasonably satisfactory in form and substance to either such Agent and counsel for its counsel, such Agent, this Terms Agreement and all obligations of the Agents hereunder any Agent thereunder may be canceled cancelled at, or at any time prior to, any the Settlement Date or Time of Delivery, as applicable, by such Agent. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile telegraph confirmed in writing. The documents required to be delivered by this Section 6 shall be delivered at the office of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, counsel for the Agents, at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, on each such date as provided in this Agreement.

Conditions to the Obligations of the Agents. The obligations of each Agent to solicit offers to purchase the Agents under this Agreement and any Terms Agreement Notes shall be subject to (i) the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time, each Representation Date, on the Effective Date and as of each Applicable Timewhen any supplement to the Prospectus is filed with the Commission, (ii) the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, (iii) the performance by the Company of its obligations hereunder and (iiiiv) the following additional conditions: (a) The Prospectus, and If filing of the Prospectus or any Permitted Free Writing Prospectus or any supplement thereto, is required by pursuant to Rule 424 to be filed with 424, the Commission Prospectus and any Permitted Free Writing Prospectus and any such supplement, shall have been filed in the manner and within the time period required by Rule 424(b) with respect to any sale of Shares; each Interim Prospectus Supplement shall have been filed in the manner required by Rule 424(b) within the time period required by Rule 424(b); any other material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433424; and no stop order suspending the effectiveness of the Registration Statement or nor any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) The Company shall have requested and caused furnished to each Agent the opinion of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq., counsel for the Company Counsel to furnish (or her successor), dated the Execution Time, to the Agentseffect that: (i) The Company is a corporation, validly existing and in good standing under the laws of the jurisdiction(s) of its incorporation, with the requisite corporate power and authority to own its properties and conduct its business as described in the Prospectus as amended or supplemented, and is duly qualified to transact business as a foreign company in each jurisdiction listed on a schedule to be attached to the opinion. (ii) Except as set forth in or contemplated by the Prospectus, to such counsel’s knowledge, there is no action, suit or proceeding, at law or equity, or before or by any governmental authority or arbitrator, pending or threatened in writing against the Company that, if determined adversely to the Company, would individually or in the aggregate have a material adverse effect on the financial position, stockholder’s equity or results of operations of the Company. (iii) This Agreement has been duly authorized, executed and delivered by the Company. (iv) The issuance and sale of the Notes have been duly authorized by the Company and, assuming due authentication by the trustee, when executed and issued within the limitations set forth in the Regulatory Orders referred to in paragraph (vii) below and paid for in accordance with this Agreement and the Indenture, the Notes will constitute the legal, valid and binding obligations of the Company entitled to the benefits of the Indenture subject as to enforcement, to (i) bankruptcy, insolvency, reorganization arrangement, moratorium and other similar laws relating to or affecting creditors’ rights and remedies generally, including, without limitation, laws relating to fraudulent transfers or conveyances, preferences or equitable subordination, (ii) general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) including the possible unavailability of specific performance or injunctive relief and the exercise of discretionary powers by any court before which specific performance or injunctive relief or other equitable remedies may be sought, and (iii) an implied covenant of good faith, reasonableness and fair dealing and standards of immateriality, and commercial reasonableness. Insofar as the statements in the Prospectus purport to describe specific provisions of the Notes or the Indenture, such statements present in all material respects an accurate summary of such provisions. (v) The Indenture has been duly authorized, executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable in accordance with its terms, subject as to enforcement, to (i) bankruptcy, insolvency, reorganization arrangement, moratorium and other similar laws relating to or affecting creditors’ rights and remedies generally, including, without limitation, laws relating to fraudulent transfers or conveyances, preferences or equitable subordination, (ii) general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity) including the possible unavailability of specific performance or injunctive relief and the exercise of discretionary powers by any court before which specific performance or injunctive relief or other equitable remedies may be sought, and (iii) an implied covenant of good faith, reasonableness and fair dealing and standards of immateriality, and commercial reasonableness; and the Indenture has been qualified under the Trust Indenture Act. (vi) The execution and delivery of this Agreement and the performance by the Company of its obligations under this Agreement, the Indenture and the Notes on the date hereof do not (i) violate the Company’s Charter, as amended, or Bylaws or (ii) result in a material breach of the terms, conditions or provisions of, or constitute a default under, any Material Contract (those currently listed as Exhibit 10 in 1934 Act reports under the heading “Gas Transportation and Storage Contracts”) . (vii) No consent, approval, or authorization of, or declaration or filing with, any District of Columbia, Commonwealth of Virginia, State of Maryland or United States Governmental Authority is required to be obtained or made by the Company on or prior to the date hereof in connection with the execution and delivery of this Agreement or performance by the Company of its obligations under this Agreement, the Indenture or Notes, except such as have been obtained under the Act and the Trust Indenture Act, and except for orders from the Public Service Commission of the District of Columbia, the Public Service Commission of Maryland and the State Corporation Commission of Virginia (Regulatory Orders), all of which orders are in full force and effect. (viii) Nothing came to the attention of counsel that leads such counsel to believe that the Registration Statement (except as to the financial statements, schedules and other financial or accounting data or information included or incorporated by reference therein or excluded therefrom, and except as to the Statement of Eligibility and Qualification of the Trustee on Form T-1, as to each of which such counsel need express no opinion), as of its Effective Date, did not comply as to form in all material respects with the applicable requirements of the Act, the Exchange Act and the applicable instructions, rules and regulations of the Commission thereunder; (in reliance on the effectiveness order and/or advice of staff) the Registration Statement has become effective under the Act, and, to the knowledge of such counsel, no proceedings for a stop order with respect thereto nor any notices objecting to its use have been instituted or are pending or threatened under Section 8 of the Act; and nothing has come to the attention of such counsel that leads such counsel to believe that the Registration Statement, as of its most recent Effective Date, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus, as of its date and as of the date of such opinion, contained or contains an untrue statement of a material fact or omitted 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 (except as to the financial statements, schedules and other financial or accounting data or information included or incorporated by reference in, or excluded from, the Registration Statement or the Prospectus, and except as to that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification of the Trustee on Form T-1, as to each of which such counsel need express no opinion). The matters set forth in this paragraph (viii) may, at the Execution Time and on every date specified Company’s sole discretion, be set forth in Section 4(l) of this Agreement, its written opinions, substantially similar to the form attached hereto as Annex II-A (legal opinion), Annex II-B (negative assurance letter) and Annex II-C (REIT tax opinion), dated as of such date and addressed to the Agents. (c) The Agents shall have received a separate letter from ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (or her successor) that does not constitute a legal opinion. (ix) The Company’s gas distribution activities are exempt from the Natural Gas Act. (x) The issuance and sale of the Notes in accordance with this Agreement conform with the terms of the Regulatory Orders set forth in paragraph (vii). The matters set forth in this paragraph (x) shall only be required in an opinion delivered on the date of the issuance of Notes pursuant to this Agreement. (c) Each Agent shall have received from Hunton & ▇▇▇▇▇▇▇▇ LLP, counsel for the Agents, at an opinion, dated the Execution Time and on every date specified in Section 4(m) of this Agreement, such opinion or opinions, dated as of such date and addressed to the AgentsTime, with respect to the issuance and sale of the SharesNotes, the Indenture, the Registration Statement, the Disclosure Package, the Prospectus (together with any supplement thereto) ), and other related matters as the Agents may reasonably require, and the Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters. (d) The Agents shall have received from ▇▇▇▇▇▇▇ LLP, counsel for the Company with respect to certain matters of Maryland law, at the Execution Time and on every date specified in Section 4(n) of this Agreement, such opinion or opinions, substantially similar to the form attached hereto as Annex II-D, dated as of such date and addressed to the Agents, with respect to certain Maryland law matters as the Agents may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (e) The Company shall have furnished or caused to be furnished to the Agents, at the Execution Time and on every date specified in Section 4(k) of this Agreement, each Agent a certificate of the Company, signed by the chief executive officer, president or vice president any of the Company and the chief financial or chief accounting officer Chairman of the Company Board, the President, the Chief Executive Officer, any Senior Vice President or Vice President having responsibilities for financial matters, the Chief Accounting Officer or the Treasurer of the Company, dated the Execution Time, to the effect that the signer of such certificate has carefully examined the Registration Statement, the Prospectus, any supplement to the Prospectus and this Agreement and that: (i) the 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 with the same effect as if made at the Execution Time and as of such date (except to the extent that such representations and warranties speak as of another date, in which case such representations and warranties shall be true and correct as of such other date); (ii) the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior as a condition to such date; and the obligation of the Agents to solicit offers to purchase the Notes. (iiiii) no No stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued, issued and no proceedings for that purpose have been instituted or are pending or, to their the Company’s knowledge, contemplated by the Commissionthreatened. (fiii) At (1) Since the Execution Time date of the latest audited financial statements included or incorporated by reference in the Registration Statement and on every date specified the Prospectus, there has not been any material loss or interference with the Company’s business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in Section 4(othe Registration Statement and the Prospectus and (2) since the respective dates as of which information is given in the Registration Statement and the Prospectus, there has not been any change in the capital stock (other than the effect of stock-based compensation) or long-term debt (other than any redemptions or purchases of First Mortgage Bonds or Medium Term Notes or other debt securities, normal amortization of debt premium and discount, repayments of bank or finance company borrowings and repurchases of commercial paper) of this Agreementthe Company or any material change, the Agents shall have received from BDO or any development involving a letter dated such dateprospective material change, in form and substance satisfactory to or affecting the Agents containing statements and information general affairs, management, financial position, stockholder’s equity, results of operations or properties of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained Company, otherwise than as set forth or contemplated in the Registration Statement and the Prospectus. (ge) Since At the respective dates Execution Time, Deloitte & Touche LLP shall have furnished to each Agent a letter, dated as of which information the Execution Time, in form and substance satisfactory to the Agents, confirming that it is disclosed an independent registered public accounting firm within the meaning of the Act and the rules and regulations of the Public Company Accounting Oversight Board and the applicable published rules and regulations thereunder and stating in effect that: (i) In its opinion the consolidated financial statements and related supplemental schedules audited by it and included or incorporated by reference in the Registration Statement and the Disclosure Package, except Prospectus comply as otherwise stated therein, there shall not have been any to form in all material adverse change in respects with the condition applicable accounting requirements of the Act and the Exchange Act and the published rules and regulations thereunder. (ii) On the basis of a reading of the latest unaudited financial or otherwise) or in statements made available by the earnings, business affairs or business prospects Company; a reading of the minutes of the meetings of the Board of Directors of the Company; and inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company, nothing came to its Subsidiaries considered as one enterprise, whether attention which caused it to believe that: (1) any unaudited condensed financial statements included or not arising incorporated by reference in the ordinary course Registration Statement and the Prospectus do not comply in form in all material respects with the applicable accounting requirements and with the published rules and regulations of businessthe Commission with respect to financial statements included or incorporated in Quarterly Reports on Form 10-Q under the Exchange Act; or that any material modifications should be made to said unaudited condensed financial statements, for them to be in conformity with accounting principles generally accepted in the United States of America; (2) with respect to the period subsequent to the date of the most recent financial statements included or incorporated by reference in 16 the Registration Statement and the Prospectus (the “Latest Date of Financials”), (A) there was any increase in long-term debt (other than normal amortization of debt premium and discount) or decrease in net assets or (B) there were any changes, at a specified date not more than five days prior to the date of the letter, in the common stock or non-redeemable serial preferred stock of the Company as compared with the amounts shown on the most recent balance sheet included or incorporated by reference in the Registration Statement and the Prospectus; except in all instances for changes or decreases that the Registration Statement and the Prospectus disclose have occurred or may occur and except as set forth in or contemplated in such letter; or (3) with respect to the Disclosure Package (exclusive period subsequent to the Latest Date of any amendment or supplement thereto) Financials to the effect of which is, in the sole judgment date of the Agentsmost recent available interim financial statements, so material and adverse there were any decreases in operating revenues or net income applicable to common stock of the Company, as to make it impractical or inadvisable to proceed compared with the offering or delivery comparable period of the Shares as contemplated by preceding year, except in all instances for decreases that the Registration Statement (exclusive of any amendment thereof) and the Disclosure Package (exclusive of any amendment Prospectus disclose have occurred or supplement thereto)may occur and except as set forth in such letter. (hiii) The Company shall have paid the required Commission filing fees relating to the Shares within the time period required by Rule 456(b)(1)(i) of the Act without regard to the proviso therein and otherwise in accordance with Rules 456(bIt has compared certain dollar amounts (or percentages derived from such dollar amounts) and 457(rother financial information specified by the Agents (A) which appear in the Prospectus under the caption “Ratio of Earnings to Fixed Charges”, (B) which appear or are incorporated by reference in the Act and, if applicable, shall have updated the “Calculation of Registration Fee” table Company’s Annual Report on Form 10-K incorporated by reference in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b). (i) Between the Execution Time and the time Prospectus under the caption “Management’s Discussion and Analysis of any sale Financial Condition and Results of Shares through the Agents, there shall not have been any decrease Operations” or (C) which appear in the rating of any of the Company’s debt securities Quarterly Reports on Form 10-Q incorporated by any reference in the Registration Statement and the Prospectus under the captions “nationally recognized statistical rating organizationManagement’s Discussion and Analysis of Financial Condition and Results of Operations” and “Ratio of Earnings to Fixed Charges” (as defined in each case to the extent that such dollar amounts, percentages and other financial information are derived from the general accounting records of the Company subject to the internal controls of the Company’s accounting system or are derived directly from such records by analysis or computation) with the results obtained from inquiries, a reading of such general accounting records and other procedures specified in such letter and have found such dollar amounts, percentages and other financial information to be in agreement with such results. All financial statements included in material incorporated by reference in the Prospectus shall be deemed included in the Prospectus for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (j) FINRA shall not have raised any objection with respect this paragraph. References to the fairness and reasonableness of the terms and arrangements under this Agreement. (k) The Shares shall have been listed and admitted and authorized for trading on the NYSE, and satisfactory evidence of such actions shall have been provided to the Agents. (l) Prior to each Settlement Date and Time of Delivery, as applicable, the Company shall have furnished to the Agents such further information, certificates and documents as the Agents may reasonably request. If any of the conditions specified Prospectus in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if paragraph (e) include any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to either Agent and counsel for such Agent, this Agreement and all obligations of the Agents hereunder may be canceled at, or at any time prior to, any Settlement Date or Time of Delivery, as applicable, by such Agent. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 shall be delivered at the office of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, counsel for the Agents, at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, on each such date as provided in this Agreement.supplement thereto

Conditions to the Obligations of the Agents. The obligations of each Agent to solicit offers to purchase the Agents under this Agreement and any Terms Agreement Notes shall be subject to (i) the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time, each Representation Date, on the Effective Date and as of each Applicable Timewhen any supplement to the Prospectus is filed with the Commission, (ii) the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, (iii) the performance by the Company of its obligations hereunder and (iiiiv) the following additional conditions: (a) The If filing of the Prospectus, or any supplement thereto, is required pursuant to Rule 424, the Prospectus, and any supplement theretosuch supplement, required by Rule 424 to be filed with the Commission shall have been filed in the manner and within the time period required by Rule 424(b) with respect to any sale of Shares; each Interim Prospectus Supplement shall have been filed in the manner required by Rule 424(b) within the time period required by Rule 424(b); any other material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433424; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) The Company shall have requested and caused furnished to each Agent the Company Counsel to furnish to the Agents, at the Execution Time and on every date specified in Section 4(l) opinion of this Agreement, its written opinions, substantially similar to the form attached hereto as Annex II-A (legal opinion), Annex II-B (negative assurance letter) and Annex II-C (REIT tax opinion), dated as of such date and addressed to the Agents. (c) The Agents shall have received from ▇▇▇▇▇ & ▇▇▇▇▇▇, counsel for the Company, dated the Execution Time, to the effect that: (i) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, with power and authority (corporate and governmental) to own its properties and conduct its business as described in the Prospectus, as amended or supplemented, and is duly qualified to do business in each jurisdiction in which it owns or leases real property or in which the conduct of its business requires such qualification except where the failure to be so qualified, considering all such cases in the aggregate, does not involve a material risk to the business, properties, financial position or results of operations of the Company; PROVIDED, HOWEVER, that at such time, if ever, that the Subsidiaries together constitute 10% or more of the consolidated assets of the Company or contribute 10% or more of the consolidated net income of the Company for the then most recent 12-month period, the Agents may request that ▇▇▇▇▇ & ▇▇▇▇▇▇ include in any written opinion to them required by this Section 5(b) or Section 4(k) an opinion to the effect that each of the Subsidiaries has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, with power and authority (corporate and governmental) to own its properties and conduct its business as described in the Prospectus, as amended or supplemented, and is duly qualified to do business in each jurisdiction in which it owns or leases real property or in which the conduct of its business requires such qualification except where the failure to be so qualified, considering all such cases in the aggregate, does not involve a material risk to the business, properties, financial position or results of operations of the Company and the Subsidiaries taken as a whole; and all of the outstanding shares of capital stock of each of the Subsidiaries have been duly authorized and validly issued, are fully paid and nonassessable and are owned beneficially by the Company subject to no security interest, other encumbrance, or adverse claim. (ii) To the best of such counsel's knowledge and other than as set forth or contemplated in the Prospectus, there are no legal or governmental proceedings pending to which the Company is a party or of which any property of the Company is the subject which, if determined adversely to the Company, would individually or in the aggregate have a material adverse effect on the consolidated financial position, stockholders' equity or results of operations of the Company and its Subsidiaries; and, to the best of such counsel's knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others. (iii) This Agreement has been duly authorized, executed and delivered by the Company. (iv) The Indenture has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding instrument, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, to general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) and to an implied covenant of good faith and fair dealing; and the Indenture has been duly qualified under the Trust Indenture Act. (v) The creation, issuance and sale of the Notes have been duly and validly authorized by the Company and, when issued within the limitations set forth in the applicable order or orders from the Public Service Commission of the State of New York referred to in paragraph (x) below and executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the purchasers thereof in accordance with this Agreement, the Notes will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, to general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) and to an implied covenant of good faith and fair dealing, and will be entitled to the benefit provided by the Indenture equally and ratably with the securities outstanding thereunder (except insofar as a sinking fund established in accordance with the provisions of the Indenture may afford additional benefit for the securities of any particular series); and the Notes and the Indenture conform as to legal matters to the descriptions thereof contained in the Registration Statement and the Prospectus. (vi) The issue and sale of the Notes and the compliance by the Company with all of the provisions of the Notes, the Indenture and this Agreement and the consummation of the transactions therein and herein contemplated (except as to compliance with any financial covenant requiring an arithmetic computation not determinable at the Execution Time as to which such counsel need express no opinion) will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or material other agreement or instrument known, as of the date of such opinion, to such counsel to which the Company is a party or by which the Company is bound or to which any of the property or assets of the Company is subject, nor will such action result in any violation of the provisions of the Company's Certificate of Incorporation, as amended, or the Bylaws of the Company or any statute or any order, rule or regulation known, as of the date of such opinion, to such counsel of any court or governmental agency or body having jurisdiction over the Company or any of its properties. (vii) No consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body having jurisdiction over the Company or any of its properties is required for the issue and sale of the Notes or the consummation by the Company of the other transactions contemplated by this Agreement or the Indenture, except such as have been obtained under the Act and the Trust Indenture Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the public offering of the Notes, and except for filings with and the orders from the Public Service Commission of the State of New York authorizing the issuance and sale by the Company of the Notes subject to certain conditions set forth therein, which orders have been obtained and, to the best knowledge of such counsel, are in full force and effect. (viii) The Registration Statement, at the Effective Date, and the Prospectus, as of the date of such opinion (except as to the financial statements and other financial or statistical data contained or incorporated by reference therein and except as to any information contained in any Prospectus Supplement relating to DTC or DTC's book- entry system and except for that part of the Registration Statement which shall constitute the Statements of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Trustee, as to which such counsel need express no opinion) comply as to form in all material respects with all applicable requirements of the Act, and, with respect to the documents or portions thereof filed with the Commission pursuant to the Exchange Act and incorporated by reference in the Prospectus pursuant to Item 12 of Form S-3, the Exchange Act and the applicable instructions, rules and regulations of the Commission thereunder; on the basis of information received from the Commission, at the date of such opinion, the Registration Statement has become effective under the Act, and, to the best knowledge of such counsel, no proceedings for a stop order with respect thereto have been instituted or are pending or threatened under Section 8 of the Act; and based on such counsel's participation in the preparation of the Registration Statement and Prospectus and its services as general counsel to the Company (but such opinion may state that such counsel did not independently check or verify the correctness of the statements made by the Company or factual information included in the Registration Statement and Prospectus, and thereby may assume the correctness thereof, except insofar as such statements or information relate to such counsel or are stated in the Registration Statement or Prospectus as having been made on their authority as experts), no facts have come to the attention of such counsel to cause them to believe, and such counsel have no reason to believe, that the Registration Statement, at the Effective Date, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading (except as to the financial statements or other financial or statistical data contained in or incorporated by reference in the Registration Statement and the Prospectus, except as to any information contained in any Prospectus Supplement relating to DTC or DTC's book-entry system and except for that part of the Registration Statement which shall constitute the Statements of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Trustee), or that the Prospectus, as of the date of such opinion, includes an 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 (except as to the financial statements or other financial or statistical data contained in or incorporated by reference in the Registration Statement and the Prospectus and except as to any information contained in any Prospectus Supplement relating to DTC or DTC's book-entry system). (ix) The Company is not subject to the provisions of the Public Utility Holding Company Act of 1935, except Section 9(a)(2) thereof; and the Company's gas distribution activities are exempt from the Natural Gas Act. (x) The Public Service Commission of the State of New York has issued an appropriate order or orders with respect to the issuance and sale of the Notes in accordance with this Agreement; to the best knowledge of such counsel, such orders are still in full force and effect; the issuance and sale of the Notes in accordance with this Agreement and subject to the limitations set forth in such orders will conform with the terms of such orders. As to factual matters (including relating to the Company's financial condition) included in said opinion, such counsel may rely upon certificates of public officials as of a recent date, the warranties and representations of the Company set forth in this Agreement, and certificates of the Company made pursuant to the provisions of this Agreement. (c) Each Agent shall have received from Winthrop, Stimson, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, counsel for the Agents, at an opinion, dated the Execution Time and on every date specified in Section 4(m) of this Agreement, such opinion or opinions, dated as of such date and addressed to the AgentsTime, with respect to the issuance and sale of the SharesNotes, the Indenture, the Registration Statement, the Disclosure Package, the Prospectus (together with any supplement thereto) and other related matters as the Agents may reasonably require, and the Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters. (d) The Agents shall have received from ▇▇▇▇▇▇▇ LLP, counsel for the Company with respect to certain matters of Maryland law, at the Execution Time and on every date specified in Section 4(n) of this Agreement, such opinion or opinions, substantially similar to the form attached hereto as Annex II-D, dated as of such date and addressed to the Agents, with respect to certain Maryland law matters as the Agents may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (e) The Company shall have furnished or caused to be furnished to the Agents, at the Execution Time and on every date specified in Section 4(k) of this Agreement, each Agent a certificate of the Company, signed by the chief executive officer, president or vice president any of the Company and the chief financial or chief accounting officer Chairman of the Company Board, the President and Chief Executive Officer, any Vice President having responsibilities for financial matters, the Controller or the Treasurer of the Company, dated the Execution Time, to the effect that the signer of such certificate has carefully examined the Registration Statement, the Prospectus, any supplement to the Prospectus and this Agreement and that: (i) the The representations and warranties of the Company in this Agreement are true and correct as if made at in all material respects and as of such date (except to the extent that such representations and warranties speak as of another date, in which case such representations and warranties shall be true and correct as of such other date); (ii) the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior as a condition to such date; and the obligation of the Agents to solicit offers to purchase the Notes. (iiiii) no No stop order suspending the effectiveness of the Registration Statement has been issued, issued and no proceedings for that purpose have been instituted or are pending or, to their the Company's knowledge, contemplated by the Commissionthreatened. (f1) At Neither the Execution Time Company nor any of its Subsidiaries has sustained since the date of the latest audited financial statements included or incorporated by reference in the Registration Statement and the Prospectus, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, which has had or is reasonably likely to have a material adverse effect on every the financial position, stockholders' equity or results of operations of the Company and its Subsidiaries taken as a whole, otherwise than as set forth or contemplated in the Registration Statement and the Prospectus and (2) since the respective dates as of which information is given in the Registration Statement and the Prospectus, there has not been any change in the capital stock (other than pursuant to any stock purchase, dividend reinvestment, savings, bonus, incentive, or similar plan, conversions of convertible securities into common stock, or shares of capital stock issued or to be issued by any of the Subsidiaries pursuant to one or more subscription agreements in effect between such Subsidiaries and the Company at the date specified hereof), or long-term debt (other than any redemptions or purchases of First Mortgage Bonds, normal amortization of debt premium and discount, bank or finance company borrowings and repayments in Section 4(othe ordinary course, or additional issuances or repurchases of commercial paper) of this Agreementthe Company or its Subsidiaries or any material adverse change, the Agents shall have received from BDO or any development involving a letter dated such dateprospective material adverse change, in form and substance satisfactory to or affecting the Agents containing statements and information general affairs, management, financial position, stockholders' equity or results of operations of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements Company and certain financial information contained its Subsidiaries taken as a whole, otherwise than as set forth or contemplated in the Registration Statement and the Prospectus. (ge) Since At the respective dates Execution Time, PricewaterhouseCoopers LLP shall have furnished to each Agent a letter, dated as of which information is disclosed in the Registration Statement and the Disclosure Package, except as otherwise stated therein, there shall not have been any material adverse change in the condition (financial or otherwise) or in the earnings, business affairs or business prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package (exclusive of any amendment or supplement thereto) the effect of which isExecution Time, in the sole judgment of form and substance satisfactory to the Agents, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement (exclusive of any amendment thereof) and the Disclosure Package (exclusive of any amendment or supplement thereto). (h) The Company shall have paid the required Commission filing fees relating to the Shares within the time period required by Rule 456(b)(1)(i) of the Act without regard to the proviso therein and otherwise stating in accordance with Rules 456(b) and 457(r) of the Act and, if applicable, shall have updated the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b).effect that: (i) Between the Execution Time and the time of any sale of Shares through the Agents, there shall not have been any decrease in the rating of any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (j) FINRA shall not have raised any objection They are independent accountants with respect to the fairness and reasonableness Company within the meaning of the terms Act and arrangements under this Agreementthe applicable published rules and regulations thereunder. (kii) The Shares shall have been listed In their opinion the financial statements and admitted and authorized for trading on the NYSE, and satisfactory evidence schedules of such actions shall have been provided to the Agents. (l) Prior to each Settlement Date and Time of Delivery, as applicable, the Company shall have furnished to included in the Agents such further information, certificates and documents as the Agents may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to either Agent and counsel for such Agent, this Agreement and all obligations of the Agents hereunder may be canceled at, or at any time prior to, any Settlement Date or Time of Delivery, as applicable, by such Agent. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 shall be delivered at the office of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, counsel Company's Annual Report on Form 10-K for the Agentsyear ended December 31, at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇1997, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, on each such date as provided which are incorporated by reference in this Agreement.the Prospectus and examined by suc

Conditions to the Obligations of the Agents. The obligations of the Agents under this Agreement and any Terms Agreement shall be subject to (i) the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time, each Representation Date, and as of each Applicable Time, (ii) to the performance by the Company of its obligations hereunder and (iii) the following additional conditions: (a) The Prospectus, and any supplement thereto, required by Rule 424 to be filed with the Commission have been filed in the manner and within the time period required by Rule 424(b) with respect to any sale of Shares; each Interim Prospectus Supplement shall have been filed in the manner required by Rule 424(b) within the time period required by Rule 424(b); any other material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) The Company shall have requested and caused the Company Counsel to furnish to the Agents, at the Execution Time and on every date specified in Section 4(l) of this Agreement, its written opinions, substantially similar to the form attached hereto as Annex II-A A▇▇▇▇ ▇▇-A (legal opinion), Annex II-B A▇▇▇▇ ▇▇-B (negative assurance letter) and Annex II-C (REIT tax opinion), dated as of such date and addressed to the Agents. (c) The Agents shall have received from ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇Ropes & Gray LLP, counsel for the Agents, at the Execution Time and on every date specified in Section 4(m) of this Agreement, such opinion or opinions, dated as of such date and addressed to the Agents, with respect to the issuance and sale of the Shares, the Registration Statement, the Disclosure Package, the Prospectus (together with any supplement thereto) and other related matters as the Agents may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (d) The Agents shall have received from ▇▇▇▇▇▇▇ LLP, counsel for the Company with respect to certain matters of Maryland law, at the Execution Time and on every date specified in Section 4(n) of this Agreement, such opinion or opinions, substantially similar to the form attached hereto as Annex II-D, dated as of such date and addressed to the Agents, with respect to certain Maryland law matters as the Agents may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (e) The Company shall have furnished or caused to be furnished to the Agents, at the Execution Time and on every date specified in Section 4(k) of this Agreement, a certificate of the Company, signed by the chief executive officer, president or vice president of the Company and the chief financial or chief accounting officer of the Company to the effect that (i) the representations and warranties of the Company in this Agreement are true and correct as if made at and as of such date (except to the extent that such representations and warranties speak as of another date, in which case such representations and warranties shall be true and correct as of such other date); (ii) the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date; and (iii) no stop order suspending the effectiveness of the Registration Statement has been issued, and no proceedings for that purpose have been instituted or are pending or, to their knowledge, contemplated by the Commission. (fe) At the Execution Time and on every date specified in Section 4(o4(n) of this Agreement, the Agents shall have received from BDO a letter dated such date, in form and substance satisfactory to the Agents 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 the Registration Statement and the Prospectus. (gf) Since the respective dates as of which information is disclosed in the Registration Statement and the Disclosure Package, except as otherwise stated therein, there shall not have been any material adverse change in the condition (financial or otherwise) or in the earnings, business affairs or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package (exclusive of any amendment or supplement thereto) the effect of which is, in the sole judgment of the Agents, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement (exclusive of any amendment thereof) and the Disclosure Package (exclusive of any amendment or supplement thereto). (hg) The Company shall have paid the required Commission filing fees relating to the Shares within the time period required by Rule 456(b)(1)(i) of the Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Act and, if applicable, shall have updated the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b). (ih) Between the Execution Time and the time of any sale of Shares through the Agents, there shall not have been any decrease in the rating of any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (ji) FINRA shall not have raised any objection with respect to the fairness and reasonableness of the terms and arrangements under this Agreement. (kj) The Shares shall have been listed and admitted and authorized for trading on the NYSE, and satisfactory evidence of such actions shall have been provided to the Agents. (lk) Prior to each Settlement Date and Time of Delivery, as applicable, the Company shall have furnished to the Agents such further information, certificates and documents as the Agents may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to either any Agent and counsel for such Agent, this Agreement and all obligations of the Agents such Agent hereunder may be canceled at, or at any time prior to, any Settlement Date or Time of Delivery, as applicable, by such Agent. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 shall be delivered at the office of ▇▇▇▇▇Ropes & Gray LLP, counsel for the Agents, at 1▇▇▇ ▇▇▇▇▇▇ ▇, counsel for the Agents, at ▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇P▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇, on each such date as provided in this Agreement.

Conditions to the Obligations of the Agents. The obligations of any ------------------------------------------- Agent to solicit offers to purchase the Agents under this Agreement and any Terms Agreement Notes shall be subject to (i) the accuracy of the representations and warranties on the part of the Company and the Guarantor contained herein as of the Execution Timedate hereof, each Representation Dateas of the date of the effectiveness of any amendment to the Registration Statement (including the filing of any document incorporated by reference therein), as of the date any supplement to the Prospectus is filed with the Commission and as of each Applicable TimeSettlement Date, (ii) to the accuracy of the statements of the Company and the Guarantor made in any certificates pursuant to the provisions hereof, to the performance by the Company and the Guarantor of its their respective obligations hereunder and (iii) to the following additional conditions: (a) The Prospectus, and any supplement thereto, required by Rule 424 to be filed with the Commission have been filed in the manner and within the time period required by Rule 424(b) with respect to any sale of Shares; each Interim Prospectus Supplement shall have been filed in the manner required by Rule 424(b) within the time period required by Rule 424(b); any other material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no No stop order suspending the effectiveness of the Registration Statement or any notice objecting Statement, as amended from time to its use time, shall have been issued issued, and no proceedings for that purpose shall have been instituted or threatened. (b) The Company and the Guarantor shall have requested and caused the Company Counsel to furnish furnished to the AgentsAgents the opinion or opinions of Fried, at the Execution Time and on every date specified in Section 4(l) of this AgreementFrank, its written opinionsHarris, substantially similar to the form attached hereto as Annex II-A (legal opinion), Annex II-B (negative assurance letter) and Annex II-C (REIT tax opinion), dated as of such date and addressed to the Agents. (c) The Agents shall have received from ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for to the Agents, at Company and the Execution Time and on every date specified in Section 4(m) of this Agreement, such opinion or opinionsGuarantor, dated the date hereof, substantially as of set forth below, with such date additional qualifications and addressed exceptions as shall be acceptable to the Agents, with respect to the issuance Agents and sale of the Shares, the Registration Statement, the Disclosure Package, the Prospectus (together with any supplement thereto) and other related matters as the Agents may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.their counsel: (di) The Agents shall have received from ▇▇▇▇▇▇▇ LLP, counsel for the Company with respect to certain matters of Maryland law, at the Execution Time and on every date specified in Section 4(n) of this Agreement, such opinion or opinions, substantially similar to the form attached hereto as Annex II-D, dated as of such date and addressed to the Agents, with respect to certain Maryland law matters as the Agents may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (e) The Company shall have furnished or caused to be furnished to the Agents, at the Execution Time and on every date specified in Section 4(k) of this Agreement, a certificate of the Company, signed by the chief executive officer, president or vice president Each of the Company and the chief financial or chief accounting Guarantor is a corporation duly incorporated, validly existing and in good standing under the laws of the state of its incorporation and has the corporate power and authority to own its properties and to conduct its business as described in the Prospectus. (ii) The Company and the Guarantor have the corporate power and authority to enter into this Agreement and the Terms Agreement (if applicable), and this Agreement and the Terms Agreement (if applicable) have been duly and validly authorized, executed and delivered by the Company and the Guarantor, respectively. (iii) The form and general terms of the Notes have been duly and validly authorized and established in conformity with the provisions of the Indenture by all necessary corporate action by the Company, and when the particular terms of the Notes have been duly established in accordance with the provisions of the Indenture, the Procedures and the resolutions of the Board of Directors of the Company and such Notes have been duly executed, authenticated and delivered against payment therefor in accordance with the provisions of the Indenture, the Procedures and this Agreement, will constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms and the terms of the Indenture, and the holders of the Notes will be entitled to the benefits of the Indenture; and the Indenture has been duly authorized, executed and delivered by each of the Company and Guarantor, has been qualified under the Trust Indenture Act, and constitutes a legal, valid and binding obligation enforceable against each of the Company and the Guarantor in accordance with its terms. (iv) The Guarantees, in the forms certified to by an authorized officer of the Company Guarantor, have been duly and validly authorized by all necessary corporate action by the Guarantor and, upon due issuance, authentication and delivery of the related Notes and due endorsement of the Guarantees, the Guarantees will have been duly executed, issued and delivered and will constitute the legal, valid and binding obligations of the Guarantor enforceable against the Guarantor in accordance with their terms and the terms of the Indenture, and the holders of the Notes upon which the Guarantees are endorsed will be entitled to the effect that (i) the representations and warranties benefits of the Company Indenture. (v) The Registration Statement has become effective under the Act; any required filing of the Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been made in this Agreement are true the manner and correct as if made at and as within the time period required by Rule 424(b); to the knowledge of such date (except to the extent that such representations and warranties speak as of another datecounsel, in which case such representations and warranties shall be true and correct as of such other date); (ii) the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date; and (iii) no stop order suspending the effectiveness of the Registration Statement has been issued, and no proceedings for that purpose have been instituted or are pending orthreatened and the Registration Statement and the Prospectus (other than (i) the financial statements and other financial and statistical information contained therein and (ii) the Statement of Eligibility on Form T-1 filed as an exhibit thereto, as to which such counsel need express no opinion), as of their knowledgerespective effective or issue dates, contemplated by as the Commissioncase may be, appear on their face to be responsive as to form in all material respects with the applicable requirements of the Act and the Rules and Regulations and the Trust Indenture Act and the rules and regulations of the Commission thereunder. (fvi) At No consent, approval, authorization or order of any United States federal or New York, California or (with respect to matters arising under the Execution Time Delaware General Corporation Law) Delaware court or governmental agency or body is required for the consummation of the transactions contemplated by this Agreement or the Indenture, except such as have been obtained under the Act and on every date specified such as may be required under the securities and blue sky laws, rules or regulations of any jurisdiction in Section 4(oconnection with the purchase and distribution of the Notes and related Guarantees by the Agents and such other approvals as have been obtained. (vii) Neither the issue and sale of the Notes (in the forms certified to by an authorized officer of the Company), the compliance by the Company and the Guarantor with all the provisions of this Agreement, the Agents Indenture, the Notes or the Guarantees (in the form certified to by an authorized officer of the Guarantor), the consummation of the transactions herein or therein contemplated nor the fulfillment of the terms hereof or thereof will conflict with, result in a breach of, or constitute a default under the charter or bylaws of the Company or the Guarantor or the terms of any indenture or other agreement or instrument filed with the Commission and to which the Company or the Guarantor or any of the Guarantor's subsidiaries is a party or bound, or any order, decree, judgment or regulation (other than any federal or state securities or blue sky laws, rules or regulations) known to such counsel to be applicable to the Company or the Guarantor or any of the Guarantor's subsidiaries of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Company or the Guarantor or any of the Guarantor's subsidiaries. (viii) To the best knowledge of such counsel, no holders of securities of the Company or the Guarantor have rights to the registration of such securities under the Registration Statement. (ix) Such counsel confirms (i) that the statements in the Prospectus under the caption "Federal Income Tax Consequences", insofar as such statements constitute a summary of the legal matters referred to therein, fairly present the information disclosed therein in all material respects, (ii) the conformity in all material respects of the Notes (in the forms certified to by an authorized officer of the Company) to the statements relating thereto in the Prospectus, and (iii) the conformity in all material respects of the Indenture and the Guarantees to the statements relating thereto in the Prospectus under the captions "Description of Notes" and "Description of Debt Securities and Guarantees". Such counsel shall have received from BDO a letter dated such datealso state that, in the course of their engagement to represent or advise the Company and the Guarantor professionally, they have not become aware of any pending legal proceeding before any court or administrative agency or authority or any arbitration tribunal, nor have they devoted substantive attention in the form of legal representation as to any current overtly threatened litigation against or directly affecting the Company or its subsidiaries or the Guarantor or its subsidiaries, in each case that is required to be described in the Registration Statement or the Prospectus and substance satisfactory is not so described. In making the foregoing statement, they shall endeavor, to the Agents containing statements and information extent they believe necessary, to determine from lawyers currently in their firm who have performed substantive legal services for the Company or the Guarantor, whether such services involved substantive attention in the form of legal representation concerning pending legal proceedings or overtly threatened litigation of the type ordinarily included in accountants’ “comfort letters” nature referred to underwriters above. Beyond that, they need not make any review, search or investigation of public files or records or files or records of the Company or the Guarantor, or of their respective transactions, or any other investigation or inquiry with respect to the financial foregoing statement. Such counsel shall also state that in the course of the preparation by the Company, the Guarantor and their counsel of the Registration Statement and Prospectus (other than the Incorporated Documents (as defined below)), such counsel attended conferences with certain of the officers of, and the independent public accountants for, the Company and the Guarantor, at which the Registration Statement and Prospectus were discussed. Given the limitations inherent in the independent verification of factual matters and the character of determinations involved in the registration process, such counsel need not pass upon and need not assume any responsibility for the accuracy, completeness or fairness of the statements and certain financial information contained in the Registration Statement and Prospectus including the Incorporated Documents, except as specifically described in the opinion set forth in paragraph (ix) above. Subject to the foregoing and on the basis of the information such counsel gained in the performance of the services referred to above, including information obtained from officers and other representatives of the Company and Guarantor, such counsel shall state that no facts have come to such counsel's attention that have caused it to believe that the Registration Statement, at the time it became effective, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus, at its date or at the date hereof, included or includes, as the case may be, any untrue statement of material fact or omitted or omits, as the case may be, to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that such counsel need not express a view or belief with respect to (i) the financial statements, the related notes and schedules thereto or other financial and statistical data included or incorporated by reference in the Registration Statement and Prospectus or (ii) any part of the Registration Statement which shall constitute a Statement of Eligibility on Form T-1 under the Trust Indenture Act. References to the Prospectus in this Section 5(b) include any amendments or supplements thereto at the date hereof. In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of California, the State of New York, the State of Delaware (but only with respect to the Delaware General Corporation Law) or the United States, to the extent they deem proper and specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Agents and (B) as to matters of fact, to the extent they deem proper, on certificates and oral or written statements and other information of or from public officials and officers and representatives of the Company, the Guarantor, their respective subsidiaries and others. In rendering the opinions set forth in paragraphs (iii) and (iv), such counsel may state that such opinions are subject to the following: (i) bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other laws now or hereafter in effect affecting creditors' rights generally; and (ii) general principles of equity (including, without limitation, standards of materiality, good faith, fair dealing and reasonableness) whether such principles are considered in a proceeding in equity or at law. In rendering the opinions set forth above, such counsel need not express an opinion as to the legality, validity, binding effect or enforceability of any provision of the Notes, the Indenture or the Guarantees providing for payments thereunder in a currency other than currency of the United States of America to the extent that a court of competent jurisdiction will under applicable law convert any judgment rendered in such other currency into currency of the United States of America or to the extent that payment in a currency other than currency of the United States of America is contrary to applicable law. In rendering the opinions set forth above, such counsel may state that it has assumed, with the permission of the Agents, that the amount of Notes to be issued from time to time will not violate any provision in any such agreement referred to in paragraph (vii) which imposes limits on the amount of debt of the Company, the Guarantor or any of the Guarantor's subsidiaries which may be outstanding at any one time (whether directly or indirectly, through satisfaction of financial ratios or otherwise). (c) The Company and the Guarantor shall have furnished to the Agents the opinion or opinions of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Counsel of the Company and the Guarantor, dated the date hereof, substantially as set forth below, with such additional qualifications and exceptions as shall be acceptable to the Agents and their counsel: (i) Each Subsidiary, if any, is a corporation, duly incorporated, validly existing and in good standing under the laws of the state of its incorporation, with the corporate power and authority to own its properties and to conduct its business as described in the Prospectus. (gii) Since Each of the respective dates Company, the Guarantor and the Subsidiaries is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction which information is disclosed requires such qualification wherein it owns or leases material properties or conducts material business other than jurisdictions in which the failure to so qualify, when considered in the Registration Statement aggregate and the Disclosure Packagenot individually, except as otherwise stated therein, there shall would not have been any a material adverse change in the condition (financial or otherwise) or in the earnings, business affairs or business prospects of effect on the Company or the Guarantor and its Subsidiaries considered as one enterprise. (iii) All the outstanding shares of capital stock of the Company and each Subsidiary have been duly and validly authorized and issued and are fully paid and nonassessable, whether or not arising in the ordinary course of businessand, except as otherwise set forth in the Prospectus, all outstanding shares of capital stock of the Company and the Subsidiaries are owned by the Guarantor either directly or contemplated in the Disclosure Package (exclusive through wholly owned subsidiaries free and clear of any amendment perfected security interest and, to the knowledge of such counsel, after due inquiry, any other security interests, claims, liens or supplement thereto) the effect of which is, in the sole judgment of the Agents, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement (exclusive of any amendment thereof) and the Disclosure Package (exclusive of any amendment or supplement thereto)encumbrances. (hiv) The Company shall have paid the required Commission filing fees relating to the Shares within the time period required by Rule 456(b)(1)(i) outstanding shares of common stock of the Act without regard to the proviso therein Guarantor have been duly and otherwise in accordance with Rules 456(b) validly authorized and 457(r) of the Act and, if applicable, shall have updated the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b)issued and are fully paid and nonassessable. (iv) Between Neither the Execution Time issue and sale of the Notes, the compliance by the Company and the time Guarantor with all the provisions of this Agreement, the Indenture, the Notes or the Guarantees, the consummation of any sale other of Shares through the Agentstransactions herein or therein contemplated nor the fulfillment of the terms hereof or thereof will conflict with, there shall not have been result in a breach of, or constitute a default under the charter or by-laws of the Company or the Guarantor or, to the knowledge of such counsel, the terms of any decrease in indenture or other agreement or instrument to which the rating of Company or the Guarantor or any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act) Guarantor's subsidiaries is a party or bound, or any notice given order, decree, law, judgment, rule or regulation known to such counsel to be applicable to the Company or the Guarantor or any of the Guarantor's subsidiaries of any intended court, regulatory body, administrative agency, governmental body or potential decrease in arbitrator having jurisdiction over the Company or the Guarantor or any such rating or of a possible change in any such rating that does not indicate the direction of the possible changeGuarantor's subsidiaries. (j) FINRA shall not have raised any objection with respect to the fairness and reasonableness of the terms and arrangements under this Agreement. (kvi) The Shares shall have been listed and admitted and authorized for trading on documents (the NYSE, and satisfactory evidence of such actions shall have been provided to the Agents. (l"Incorporated Documents") Prior to each Settlement Date and Time of Delivery, as applicable, the Company shall have furnished to the Agents such further information, certificates and documents as the Agents may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to either Agent and counsel for such Agent, this Agreement and all obligations of the Agents hereunder may be canceled at, or at any time prior to, any Settlement Date or Time of Delivery, as applicable, incorporated by such Agent. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 shall be delivered at the office of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, counsel for the Agents, at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, on each such date as provided in this Agreement.referenc

Conditions to the Obligations of the Agents. (A) The obligations of each Agent to solicit offers to purchase the Agents under this Agreement and any Terms Agreement shall Notes pursuant to Section 1 hereof will, unless waived by such Agent expressly in writing, be subject to (i) the accuracy of the representations and warranties on the part of the Company contained made herein as of the Execution Time, each Representation Date, date hereof and as of the Commencement Date, to the accuracy of the statements of the Company's officers made in each Applicable Timecertificate furnished pursuant to the provisions hereof, (ii) to the performance and observance by the Company of all covenants and agreements herein contained on its obligations hereunder part to be performed and (iii) observed and to the following additional conditionsconditions precedent: (ai) The Prospectus, and any supplement thereto, required by Rule 424 to be filed with Prospectus as amended or supplemented (including the Commission have been filed in the manner and within the time period required by Rule 424(bPricing Supplement) with respect to any sale of Shares; each Interim Prospectus Supplement shall have been filed in the manner required by Rule 424(b) within the time period required by Rule 424(b); any other material required to be filed by the Company pursuant to Rule 433(d) under the Act, such Notes shall have been filed with the Commission pursuant to Rule 424(b) under the Act within the applicable time periods period prescribed for such filings filing by Rule 433the rules and regulations under the Act and in accordance with Section 4(a) hereof; and (ii) no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings proceeding for that purpose shall have been instituted initiated or threatenedthreatened by the Commission; and (iii) all requests for additional information on the part of the Commission shall have been complied with. (b) The Company shall have requested and caused furnished to such Agent an opinion or opinions of the counsel to the Company, dated the Commencement Date, substantially to the effect set forth in Exhibit C hereto. Any of the opinions set forth therein may be delivered by another counsel for the Company Counsel to furnish to the Agents, at the Execution Time and on every date specified in Section 4(l) of this Agreement, its written opinions, substantially similar to the form attached hereto as Annex II-A (legal opinion), Annex II-B (negative assurance letter) and Annex II-C (REIT tax opinion), dated as of such date and addressed who is reasonably satisfactory to the Agents. (c) The Agents Such Agent shall have received from ▇▇▇▇▇Skadden, Arps, Slate, Meag▇▇▇ & ▇▇▇lom ▇▇▇, counsel for the AgentsAgent, at the Execution Time and on every date specified in Section 4(m) of this Agreement, such opinion or opinionsan opinion, dated as of such date and addressed to the AgentsCommencement Date, with respect to the issuance and sale of the Shares, the Registration Statement, as amended as of the Disclosure PackageCommencement Date, the Prospectus (together with any supplement thereto) Prospectus, as amended and supplemented as of the Commencement Date, and other related matters as the Agents such Agent may reasonably require, ; and the Company shall have furnished to such counsel such documents as they may reasonably request for the purpose of enabling them to pass upon on such matters. (d) The Agents shall have received from ▇▇▇▇▇▇▇ LLP, counsel for the Company with respect to certain matters of Maryland law, at the Execution Time and on every date specified in Section 4(n) of this Agreement, such opinion or opinions, substantially similar to the form attached hereto as Annex II-D, dated as of such date and addressed to the Agents, with respect to certain Maryland law matters as the Agents may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (e) The Company shall have furnished or caused to be furnished to the Agents, at the Execution Time and on every date specified in Section 4(k) of this Agreement, Agent a certificate of the Company, signed by the chief executive officer, president or vice president any of the Company and the chief financial or chief accounting officer Chairman of the Company Board, the President or the Chief Financial Officer, dated the Commencement Date, to the effect that to the best of such person's knowledge after reasonable investigation: (i) this Agreement is substantially in the form presented to and approved by the Board of Directors of the Company; (ii) 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 with the same effect as if made at and as on the date of such date (except to the extent that such representations certificate, and warranties speak as of another date, in which case such representations and warranties shall be true and correct as of such other date); (ii) the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior as a condition to the obligations of such date; and Agent under this Agreement; (iii) since the date of the most recent financial statements included or incorporated by reference in the Prospectus, as amended and supplemented, there has been no material adverse change in the business, properties, financial condition or results of operations of the Company and its consolidated subsidiaries, taken as a whole, other than those changes reflected in or contemplated by the Prospectus, as amended and supplemented as of the date of the certificate; (iv) no stop order suspending the effectiveness of the Registration Statement has been issuedis in effect, and no proceedings for that purpose have been instituted or such purposes are pending or, to their knowledge, contemplated before or threatened by the Commission; and (v) since the date of the Prospectus, as amended and supplemented, no downgrading shall have occurred in the rating accorded the Company's debt securities by Standard & Poor's Corporation ("S&P"), Mood▇'▇ ▇▇▇estors Service, Inc. ("Moody's"), Duff & ▇hel▇▇ ▇▇▇dit Rating Co. ("Duff & Phel▇▇") or Fitch Investors Service, L.P. ("Fitch") and none of S&P, Moody's, Duff & ▇hel▇▇ ▇▇ Fitch has placed on "credit watch" or "credit review" with negative implications the Company's debt securities. (fe) At the Execution Time and on every date specified in Section 4(o) of this Agreement, the Agents Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ shall have received from BDO furnished to such Agent a letter or letters, dated such datethe Commencement Date, in form and substance satisfactory to such Agent, confirming that they are independent public accountants within the Agents containing statements and information meaning of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement Act and the ProspectusExchange Act and the respective applicable published rules and regulations thereunder. (gf) Since Subsequent to the respective dates as of which information is disclosed given in the Registration Statement and the Disclosure PackageProspectus, except as otherwise stated thereinamended and supplemented, there shall not have been (i) any downgrade or placement on "credit watch" or "credit review" as described in the certificate referred to in paragraph (A)(d)(v) of this Section 6 or (ii) any material adverse change in the business, properties, financial condition (financial or otherwise) or in the earnings, business affairs or business prospects results of operations of the Company and its Subsidiaries considered consolidated subsidiaries, taken as one enterprisea whole, whether or not arising in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package (exclusive of any amendment or supplement thereto) the effect of which iswhich, in the sole reasonable judgment of such Agent after reasonable inquiry, is to impair the Agentsmarketability of the Notes. (g) There shall not have occurred: (i)(A) a suspension or material limitation in trading in securities generally on the New York Stock Exchange, so material and adverse (B) a suspension in trading in any securities of the Company on any exchange or over-the-counter market, or (C) a general moratorium on commercial banking activities in New York declared by either Federal or New York State authorities, if the effect of any such occurrence is such as to make it impractical or inadvisable to proceed with impair, in the offering or delivery reasonable judgment of such Agent, after reasonable inquiry, the marketability of the Shares as contemplated Notes; or (ii) the outbreak or material escalation of hostilities involving the United States or the declaration by the Registration Statement (exclusive United States of a national emergency or war, if the effect of any amendment thereof) and such occurrence on the Disclosure Package (exclusive financial markets of any amendment or supplement thereto)the United States is such as to impair, in the reasonable judgment of such Agent, after reasonable inquiry, the marketability of the Notes. (h) The Company shall have paid the required Commission filing fees relating to the Shares within the time period required by Rule 456(b)(1)(i) of the Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Act and, if applicable, shall have updated the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b). (i) Between the Execution Time and the time of any sale of Shares through the Agents, there shall not have been any decrease in the rating of any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (j) FINRA shall not have raised any objection with respect to the fairness and reasonableness of the terms and arrangements under this Agreement. (k) The Shares shall have been listed and admitted and authorized for trading on the NYSE, and satisfactory evidence of such actions shall have been provided to the Agents. (l) Prior to each Settlement Date and Time of Delivery, as applicable, the Company shall have furnished to the Agents such Agent such further information, certificates and documents as such Agent may reasonably request from time to time. Any certificate signed by any officer of the Agents Company and delivered to such Agent or its counsel and delivered explicitly pursuant to the terms of this Agreement shall be deemed a representation and a warranty by the Company to such Agent as to matters covered thereby, as if set forth herein. (B) The obligations of the Purchasing Agent to purchase Notes pursuant to any Terms Agreement entered into by it pursuant to Section 1 hereof will be subject to the accuracy of the representations and warranties on the part of the Company herein as of the date of such Terms Agreement and as of the Settlement Date thereunder, to the accuracy of the statements of the Company's officers made in each certificate furnished pursuant to the provisions hereof, to the performance and observance by the Company of all covenants and agreements contained herein and in such Terms Agreement on its part to be performed and observed and to the following additional conditions precedent (which cannot be waived by the Purchasing Agent in any respect without the consent of each other Agent): (i) The Prospectus as amended or supplemented (including the Pricing Supplement) with respect to such Notes shall have been filed with the Commission pursuant to Rule 424(b) under the Act within the applicable time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 4(a) hereof; (ii) no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and (iii) all requests for additional information on the part of the Commission shall have been complied with. (b) Upon the request of any Agent, such Agent shall have received, appropriately updated and modified, (i) a certificate of the Company, dated as of the Settlement Date, to the effect set forth in Section 6(A)(d), (ii) the opinion or opinions of the counsel to the Company or such other counsel satisfactory to such Agent, dated as of the Settlement Date, to the effect set forth in Section 6(A)(b), (iii) the opinion of Skadden, Arps, Slate, Meag▇▇▇ & ▇lom ▇▇▇, counsel for the Agent, dated as of the Settlement Date, to the effect set forth in Section 6(A)(c) and/or (iv) the letter or letters of Arth▇▇ ▇▇▇e▇▇▇▇ LLP, dated as of the Settlement Date, to the effect set forth in Section 6(A)(e). (c) The conditions set forth in Sections 6(A)(f) and 6(A)(g) shall have been satisfied. (d) Prior to the Settlement Date, the Company shall have furnished to any Agent such further information, certificates and documents as such Agent may reasonably request. If any of the conditions specified in this Section 6 6(B) shall not have been fulfilled in all material respects when and as provided in this Agreement and in such Terms Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement and in such Terms Agreement shall not be in all material respects reasonably satisfactory in form and substance to either such Agent and counsel for its counsel, such Agent, this Terms Agreement and all obligations of the Agents hereunder any Agent thereunder may be canceled at, or at any time prior to, any the Settlement Date or Time of Delivery, as applicable, by such Agent. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile telegraph confirmed in writing. The documents required to be delivered by this Section 6 shall be delivered at the office of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, counsel for the Agents, at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, on each such date as provided in this Agreement.

Conditions to the Obligations of the Agents. The obligations of any agent to solicit offers to purchase the Agents under this Agreement and any Terms Agreement Notes shall be subject to (i) the accuracy of the representations and warranties on the part of the Company and the Guarantor contained herein as of the Execution Timedate hereof, each Representation Dateas of the date of the effectiveness of any amendment to the Registration Statement (including the filing of any document incorporated by reference therein), as of the date of any supplement to the Prospectus, as of the Applicable Time and as of the date of each Applicable Timedelivery of Notes (whether to such Agent as principal or through such Agent as agent) (the date of each such delivery to such Agent as principal is referred to herein as the “Settlement Date”) (each of the times referred to above shall be a “Representation Date”), (ii) to the accuracy of the statements of the Company and the Guarantor made in any certificates pursuant to the provisions hereof, to the performance by the Company and the Guarantor of its their respective obligations hereunder and (iii) to the following additional conditions: (a) The Prospectus, and any supplement thereto, required by Rule 424 to be filed with the Commission have been filed in the manner and within the time period required by Rule 424(b) with respect to any sale of Shares; each Interim Prospectus Supplement shall have been filed in the manner required by Rule 424(b) within the time period required by Rule 424(b); any other material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no No stop order suspending the effectiveness of the Registration Statement or any notice objecting Statement, as amended from time to its use time, shall have been issued issued, and no proceedings for that purpose shall have been instituted or threatened. (b) The Company and the Guarantor shall have requested and caused the Company Counsel to furnish furnished to the Agents, at agents the Execution Time and on every date specified in Section 4(l) opinion or opinions of this Agreement, its written opinions, substantially similar to the form attached hereto as Annex II-A (legal opinion), Annex II-B (negative assurance letter) and Annex II-C (REIT tax opinion), dated as of such date and addressed to the Agents. (c) The Agents shall have received from ▇▇▇▇▇▇▇▇ ▇M▇▇▇▇▇, counsel for the Agents, at the Execution Time and on every date specified in Section 4(m) of this Agreement, such opinion or opinions, dated as of such date and addressed to the Agents, with respect to the issuance and sale of the Shares, the Registration Statement, the Disclosure Package, the Prospectus (together with any supplement thereto) and other related matters as the Agents may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (d) The Agents shall have received from T▇▇▇▇▇ & O▇▇▇▇ LLP, counsel for to the Company with respect to certain matters of Maryland lawand the Guarantor, at dated the Execution Time and on every date specified in Section 4(n) of this Agreement, such opinion or opinionshereof, substantially similar as set forth below, with such additional qualifications and exceptions as shall be acceptable to the form attached hereto as Annex II-D, dated as of such date agents and addressed to the Agents, with respect to certain Maryland law matters as the Agents may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.their counsel: (ei) The Company shall have furnished or caused to be furnished to the Agents, at the Execution Time and on every date specified in Section 4(k) of this Agreement, a certificate of the Company, signed by the chief executive officer, president or vice president Each of the Company and the chief financial or chief accounting Guarantor is a corporation duly incorporated, validly existing and in good standing under the laws of the state of its incorporation and has the corporate power and authority to own its properties and to conduct its business as described in the Statutory Prospectus. (ii) The Company and the Guarantor have the corporate power and authority to enter into this Agreement and the Terms Agreement (if applicable), and this Agreement and the Terms Agreement (if applicable) have been duly and validly authorized, executed and delivered by the Company and the Guarantor, respectively. (iii) The form and general terms of the Notes have been duly and validly authorized and established in conformity with the provisions of the Indenture by all necessary corporate action by the Company, and when the particular terms of the Notes have been duly established in accordance with the provisions of the Indenture, the Procedures and the resolutions of the Board of Directors of the Company and such Notes have been duly executed, authenticated and delivered against payment therefor in accordance with the provisions of the Indenture, the Procedures and this Agreement, will constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms and the terms of the Indenture, and the holders of the Notes will be entitled to the benefits of the Indenture; and the Indenture has been duly authorized, executed and delivered by each of the Company and Guarantor, has been qualified under the 1939 Act, and constitutes a legal, valid and binding obligation enforceable against each of the Company and the Guarantor in accordance with its terms. (iv) The Guarantees, in the forms certified to by an authorized officer of the Company Guarantor, have been duly and validly authorized by all necessary corporate action by the Guarantor and, upon due issuance, authentication and delivery of the related Notes and due endorsement of the Guarantees, the Guarantees will have been duly executed, issued and delivered and will constitute the legal, valid and binding obligations of the Guarantor enforceable against the Guarantor in accordance with their terms and the terms of the Indenture, and the holders of the Notes upon which the Guarantees are endorsed will be entitled to the effect that (i) the representations and warranties benefits of the Company Indenture. (v) The Registration Statement has become effective under the 1933 Act; any required filing of the Statutory Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been made in this Agreement are true the manner and correct as if within the time period required by Rule 424(b); any required filing of any Issuer Free-Writing Prospectus pursuant to Rule 433(b) has been made at in the manner and as within the time period required by Rule 433(b); to the knowledge of such date (except to the extent that such representations and warranties speak as of another datecounsel, in which case such representations and warranties shall be true and correct as of such other date); (ii) the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date; and (iii) no stop order suspending the effectiveness of the Registration Statement has been issued, and no proceedings for that purpose have been instituted or are pending orthreatened and the Registration Statement, the Statutory Prospectus and each Issuer Free-Writing Prospectus (other than (i) the financial statements and other financial and statistical information contained therein and (ii) the Statement of Eligibility on Form T-1 filed as an exhibit thereto, as to which such counsel need express no opinion), as of their knowledgerespective effective or issue dates, contemplated by as the Commissioncase may be, appear on their face to be responsive as to form in all material respects with the applicable requirements of the 1933 Act and the 1933 Act Regulations and the 1939 Act and the 1939 Act Regulations of the Commission thereunder. (fvi) At No consent, approval, authorization or order of any United States federal or New York, California or (with respect to matters arising under the Execution Time Delaware General Corporation Law) Delaware court or governmental agency or body is required for the consummation of the transactions contemplated by this Agreement or the Indenture, except such as have been obtained under the 1933 Act and on every date specified such as may be required under the securities and blue sky laws, rules or regulations of any jurisdiction in Section 4(oconnection with the purchase and distribution of the Notes and related Guarantees by the agents and such other approvals as have been obtained. (vii) Neither the issue and sale of the Notes (in the forms certified to by an authorized officer of the Company), the compliance by the Company and the Guarantor with all the provisions of this Agreement, the Agents Indenture, the Notes or the Guarantees (in the form certified to by an authorized officer of the Guarantor), the consummation of the transactions herein or therein contemplated nor the fulfillment of the terms hereof or thereof will conflict with, result in a breach of, or constitute a default under the charter or bylaws of the Company or the Guarantor or the terms of any indenture or other agreement or instrument filed with the Commission and to which the Company or the Guarantor or any of the Company’s other subsidiaries is a party or bound, or any order, decree, judgment or regulation (other than any federal or state securities or blue sky laws, rules or regulations) known to such counsel to be applicable to the Company or the Guarantor or any of the Company’s other subsidiaries of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Company or the Guarantor or any of the Company’s other subsidiaries. (viii) To the best knowledge of such counsel, no holders of securities of the Company or the Guarantor have rights to the registration of such securities under the Registration Statement. (ix) Such counsel confirms (i) that the statements in the Statutory Prospectus under the caption “Material Federal Income Tax Consequences”, insofar as such statements constitute a summary of the legal matters referred to therein, fairly present the information disclosed therein in all material respects, (ii) the conformity in all material respects of the Notes (in the forms certified to by an authorized officer of the Company) to the statements relating thereto in the Statutory Prospectus, and (iii) the conformity in all material respects of the Indenture and the Guarantees to the statements relating thereto in the Statutory Prospectus under the captions “Description of Notes” and “Description of Debt Securities and Related Guarantees.” Such counsel shall have received from BDO a letter dated such datealso state that, in the course of their engagement to represent or advise the Company and the Guarantor professionally, they have not become aware of any pending legal proceeding before any court or administrative agency or authority or any arbitration tribunal, nor have they devoted substantive attention in the form of legal representation as to any current overtly threatened litigation against or directly affecting the Company or its subsidiaries or the Guarantor or its subsidiaries, in each case that is required to be described in the Registration Statement or the Statutory Prospectus and substance satisfactory is not so described. In making the foregoing statement, they shall endeavor, to the Agents containing statements and information extent they believe necessary, to determine from lawyers currently in their firm who have performed substantive legal services for the Company or the Guarantor, whether such services involved substantive attention in the form of legal representation concerning pending legal proceedings or overtly threatened litigation of the type ordinarily included in accountants’ “comfort letters” nature referred to underwriters above. Beyond that, they need not make any review, search or investigation of public files or records or files or records of the Company or the Guarantor, or of their respective transactions, or any other investigation or inquiry with respect to the foregoing statement. Such counsel shall also state that in the course of the preparation by the Company and the Guarantor of the Registration Statement or the Statutory Prospectus (other than the Incorporated Documents (as defined below)), such counsel attended conferences with certain of the officers of, and the independent public accountants for, the Company and the Guarantor, at which the Registration Statement or the Statutory Prospectus were discussed. Given the limitations inherent in the independent verification of factual matters and the character of determinations involved in the registration process, such counsel need not pass upon and need not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement or the Statutory Prospectus including the documents incorporated by reference in the Registration Statement or the Statutory Prospectus (the “Incorporated Documents”), except as specifically described in the opinion set forth in paragraph (ix) above. Subject to the foregoing and on the basis of the information such counsel gained in the performance of the services referred to above, including information obtained from officers and other representatives of the Company and Guarantor, such counsel shall state that no facts have come to such counsel’s attention that causes such counsel to believe that (A) the Registration Statement, at the later of the time it became effective (or its deemed effective date) or the filing of the Annual Report on Form 10-K contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (B) the Statutory Prospectus, as of the date hereof, included or includes, as the case may be, any untrue statement of material fact or omitted or omits, as the case may be, to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Such counsel need not express a view or belief with respect to (i) the financial statements statements, the related notes and certain schedules thereto or other financial information contained and statistical data included or incorporated by reference in the Registration Statement and the Prospectus. Statutory Prospectus or (gii) Since the respective dates as any part of which information is disclosed in the Registration Statement and which shall constitute a Statement of Eligibility on Form T-1 under the Disclosure Package1939 Act. In rendering such opinion, except such counsel may rely (A) as otherwise stated therein, there shall not have been any material adverse change in to matters involving the condition (financial or otherwise) or in the earnings, business affairs or business prospects application of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package (exclusive laws of any amendment or supplement thereto) jurisdiction other than the effect State of which isCalifornia, in the sole judgment State of the Agents, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement Delaware (exclusive of any amendment thereof) and the Disclosure Package (exclusive of any amendment or supplement thereto). (h) The Company shall have paid the required Commission filing fees relating to the Shares within the time period required by Rule 456(b)(1)(i) of the Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Act and, if applicable, shall have updated the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b). (i) Between the Execution Time and the time of any sale of Shares through the Agents, there shall not have been any decrease in the rating of any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (j) FINRA shall not have raised any objection but only with respect to the fairness Delaware General Corporation Law) or the United States, to the extent they deem proper and reasonableness specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the agents, (B) as the matters involving the application of laws of the terms and arrangements under this Agreement. (k) The Shares shall have been listed and admitted and authorized for trading on the NYSEState of New York, and satisfactory evidence of such actions shall have been provided to the Agents. (l) Prior to each Settlement Date and Time of Delivery, as applicable, the Company shall have furnished to the Agents such further information, certificates and documents as the Agents may reasonably request. If any of the conditions extent specified in this Section 6 shall not have been fulfilled when and as provided in this Agreementsuch opinion, or if any upon the opinion of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to either Agent and counsel for such Agent, this Agreement and all obligations of the Agents hereunder may be canceled at, or at any time prior to, any Settlement Date or Time of Delivery, as applicable, by such Agent. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 shall be delivered at the office of ▇▇▇S▇▇▇▇▇ ▇▇▇▇▇▇▇ llp being delivered to the agents as of the date thereof and (C) as to matters of fact, counsel for to the Agents, at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇extent they deem proper, on certificates and oral or written statements and other information of or from public officials and officers and representatives of the Company, the Guarantor, their respective subsidiaries and others. In rendering the opinions set forth in paragraphs (iii) and (iv), such counsel may state that such opinions are subject to the following: (i) bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other laws now or hereafter in effect affecting creditors’ rights generally; and (ii) general principles of equity (including, without limitation, standards of materiality, good faith, fair dealing and reasonableness) whether such principles are considered in a proceeding in equity or at law. In rendering the opinions set forth above, such counsel need not express an opinion as to the legality, validity, binding effect or enforceability of any provision of the Notes, the Indenture or the Guarantees providing for payments thereunder in a currency other than currency of the United States of America to the extent that a court of competent jurisdiction will under applicable law convert any judgment rendered in such other currency into currency of the United States of America or to the extent that payment in a currency other than currency of the United States of America is contrary to applicable law. In rendering the opinions set forth above, such counsel may state that it has assumed, with the permission of the agents, that the amount of Notes to be issued from time to time will not violate any provision in any such agreement referred to in paragraph (vii) which imposes limits on the amount of debt of the Company, the Guarantor or any of the Company’s other subsidiaries which may be outstanding at any one time (whether directly or indirectly, through satisfaction of financial ratios or otherwise). (c) The Company and the Guarantor shall have furnished to the agents the opinion or opinions of the Chief Legal Officer or a General Counsel of the Company and the Guarantor, dated the date hereof, substantially as set forth below, with such additional qualifications and exceptions as shall be acceptable to the agents and their counsel: (i) Each Subsidiary, if any, is a corporation, duly incorporated, validly existing and in good standing under the laws of the state of its incorporation, with the corporate power and authority to own its properties and to conduct its business as described in the Statutory Prospectus. (ii) Each of the Company, the Guarantor and the Subsidiaries is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction which requires such date qualification wherein it owns or leases material properties or conducts material business other than jurisdictions in which the failure to so qualify, when considered in the aggregate and not individually, would not have a material adverse effect on the Company, the Guarantor and the Company’s other subsidiaries considered as provided one enterprise. (iii) All the outstanding shares of capital stock of the Company and each Subsidiary have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise set forth in the Statutory Prospectus, all outstanding shares of capital stock of the Guarantor and the Company’s other Subsidiaries are owned by the Company either directly or through wholly owned subsidiaries free and clear of any perfected security interest and, to the knowledge of such counsel, after due inquiry, any other security interests, claims, liens or encumbrances. (iv) The outstanding shares of common stock of the Company have been duly and validly authorized and issued and are fully paid and nonassessable. (v) Neither the issue and sale of the Notes, the compliance by the Company and the Guarantor with all the provisions of this Agreement., the Indenture, the Notes or the Guarantees, the consummation of any other of t

Conditions to the Obligations of the Agents. The obligations of each Agent to solicit offers to purchase the Agents under this Agreement and any Terms Agreement Notes shall be subject to (i) the accuracy of the representations and warranties on the part of the Company contained herein as of (v) the Execution Timedate hereof, (w) the date of acceptance by the Company of an offer to purchase Notes, (x) the date of the effectiveness of any amendment to the Registration Statement (including the filing of any document incorporated by reference therein), (y) the date any supplement to the Prospectus is filed with the Commission and (z) each Representation Closing Date, and as of each Applicable Time, (ii) the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, (iii) the performance by the Company of its obligations hereunder and (iiiiv) the following additional conditionsconditions precedent: (a) The If filing of the Prospectus, or any supplement thereto, is required pursuant to Rule 424(b), the Prospectus, and any supplement theretosuch supplement, required by Rule 424 to be filed with the Commission shall have been filed in the manner and within the time period required by Rule 424(b) with respect to any sale of Shares; each Interim Prospectus Supplement shall have been filed in the manner required by Rule 424(b) within the time period required by Rule 424(b); any other material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting Statement, as amended from time to its use time, shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) The Company shall have requested and caused furnished to each Agent the opinion of Sidley & Austin, counsel for the Company, dated the date hereof, to the effect that: (i) each of the Company Counsel and the Designated Subsidiaries has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction in which it is chartered or organized, with full corporate power and authority to furnish own its properties and conduct its business as described in the Prospectus; (ii) all the outstanding shares of capital stock of each Designated Subsidiary have been duly and validly authorized and issued and are fully paid and nonassessable, and, to the Agentsknowledge of such counsel, except as otherwise set forth in the Prospectus, all outstanding shares of capital stock of the Designated Subsidiaries are owned by the Company either directly or through wholly owned subsidiaries and are free and clear of any security interests, claims, liens or encumbrances; (iii) the Notes and the Indenture conform in all material respects to the description thereof contained in the Prospectus; the holders of outstanding shares of capital stock of the Company are not entitled to rights to subscribe for the Notes; (iv) the Indenture has been duly authorized, executed and delivered by the Company and constitutes a legal, valid and binding instrument enforceable against the Company in accordance with its terms except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws of general applicability relating to or affecting the enforcement of creditor's rights or by the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law); the Indenture has been duly qualified under the Trust Indenture Act; and the Notes have been duly authorized and when executed and authenticated in accordance with the provisions of the Indenture and the procedures adopted by the Board of Directors of the Company and the Special Committee thereof and delivered to and paid for by the purchasers thereof in the manner provided in this Agreement, the Prospectus and any applicable Terms Agreement, will constitute legal, valid and binding obligations of the Company except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws of general applicability relating to or affecting the enforcement of creditor's rights or by the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) and will be entitled to the benefits of the Indenture; (v) to the knowledge of such counsel, there is no pending or threatened action, suit or proceeding before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Designated Subsidiaries of a character required to be disclosed in the Registration Statement which is not adequately disclosed in the Prospectus, and there is no franchise, contract or other document of a character required to be described in the Registration Statement or Prospectus, or to be filed as an exhibit to the Registration Statement, which is not described or filed as required; and the statements included or incorporated in the Prospectus with respect to any such action, suit, proceeding, franchise, contract or other document fairly summarize the matters required to be disclosed or described; (vi) the Registration Statement and any amendments thereto have become effective under the Act; to the best knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued, no proceedings for that purpose have been instituted or threatened; the Registration Statement, the Prospectus and each amendment thereof or supplement thereto as of their respective effective or issue dates (other than the financial statements, financial data, statistical data and supporting schedules included or incorporated by reference therein, as to which such counsel need express no opinion) complied as to form in all material respects with the applicable requirements of the Act and the Exchange Act and the respective rules thereunder; and, although such counsel has not independently verified, is not passing upon and assumes no responsibility for the accuracy, completeness or fairness of statements contained in the Registration Statement, the Prospectus or any amendment thereof or supplement thereto, except as noted above, nor has such counsel verified the computation or compilation of financial statements and other financial data, nothing has come to such counsel's attention which causes such counsel to believe that the Registration Statement or any amendment thereof (other than the financial statements, financial data, statistical data and supporting schedules, as to which such counsel need express no belief) at the Execution Time time it became effective and on every at the date specified in Section 4(l) of this Agreement, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Prospectus (other than the financial statements, financial data, statistical data and supporting schedules, as to which such counsel need express no belief), at the date of such opinion, includes any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (vii) this Agreement has been duly authorized, executed and delivered by the Company; (viii) no consent, approval, authorization or order of any court or governmental agency or body, domestic or foreign, is required for the consummation of the transactions contemplated herein except such as have been obtained under the Act and the Trust Indenture Act and such as may be required under the blue sky laws of any jurisdiction in connection with the sale or offer for sale of the Notes as contemplated by this Agreement and such other approvals (specified in such opinion) as have been obtained; (ix) none of the execution of the Indenture, the issuance and sale of the Notes, the consummation of any other of the transactions herein contemplated or the fulfillment of the terms hereof will result in a breach of, or constitute a default under, the charter or by-laws of the Company or the terms of any indenture or other material agreement or instrument known to such counsel and to which the Company or any of its written opinionsDesignated Subsidiaries is a party or bound, substantially similar or any order, decree, rule or regulation known to such counsel to be applicable to the form attached hereto as Annex II-A Company or any of its Designated Subsidiaries of any court, regulatory body, administrative agency, governmental body or arbitrator, domestic or foreign, having jurisdiction over the Company or any of its Designated Subsidiaries; (legal opinion), Annex II-B (negative assurance letterx) and Annex II-C (REIT tax opinion), dated as no holders of outstanding securities of the Company have rights to the registration of such date and addressed securities under the Registration Statement; and (xi) such counsel confirms the statements contained in the Prospectus under the caption "United States Federal Income Tax Consequences" as to the Agentsprincipal anticipated Federal income tax consequences of the ownership of the Notes for the purposes and to the extent set forth therein. Such counsel may limit its opinion to matters involving the application of the laws of the State of Illinois, the State of New York and the United States and the General Corporation Law of the State of Delaware and, in rendering such opinion, may rely as to matters of fact, to the extent they deem proper, on certificates of responsible officers of the Company and public officials. (c) The Agents Each Agent shall have received from ▇▇▇▇▇, ▇▇▇▇▇ ▇& ▇▇▇▇▇, counsel for the Agents, at the Execution Time and on every date specified in Section 4(m) of this Agreement, such opinion or opinions, dated as of such the date and addressed to the Agentshereof, with respect to the issuance and sale of the SharesNotes, the Indenture, the Registration Statement, the Disclosure Package, the Prospectus (together with any supplement thereto) and other related matters as the Agents may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (d) The Agents shall have received from ▇▇▇▇▇▇▇ LLP, counsel for the Company with respect to certain matters of Maryland law, at the Execution Time and on every date specified in Section 4(n) of this Agreement, such opinion or opinions, substantially similar to the form attached hereto as Annex II-D, dated as of such date and addressed to the Agents, with respect to certain Maryland law matters as the Agents may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (e) The Company shall have furnished or caused to be furnished to the Agents, at the Execution Time and on every date specified in Section 4(k) of this Agreement, each Agent a certificate of the Company, signed by the chief executive officer, president or vice president Chairman of the Company Board, the President or any Vice President and by the chief principal financial or chief accounting officer of the Company Company, dated the date hereof, to the effect that the signers of such certificate have carefully examined the Registration Statement, the Prospectus and this Agreement and 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 hereof with the same effect as if made at on the date hereof and as of such date (except to the extent that such representations and warranties speak as of another date, in which case such representations and warranties shall be true and correct as of such other date); (ii) the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior as a condition to such date; and the obligation of the Agents to solicit offers to purchase the Notes; (iiiii) no stop order suspending the effectiveness of the Registration Statement has been issued, issued and no proceedings for that purpose have been instituted or are pending or, to their the Company's knowledge, contemplated by the Commission.threatened; and (fiii) At since the Execution Time and on every date specified in Section 4(o) of this Agreement, the Agents shall have received from BDO a letter dated such date, in form and substance satisfactory to the Agents containing statements and information of the type ordinarily most recent financial statements included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement and the Prospectus. (g) Since the respective dates as of which information is disclosed in the Registration Statement and the Disclosure Package, except as otherwise stated therein, there shall not have has been any no material adverse change in the condition (financial or otherwise) or in the other), earnings, business affairs or business prospects properties of the Company and its Subsidiaries considered as one enterprisesubsidiaries, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package (exclusive of any amendment or supplement thereto) the effect of which is, in the sole judgment of the Agents, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement (exclusive of any amendment thereof) and the Disclosure Package (exclusive of any amendment or supplement thereto)Prospectus. (he) The Company shall have paid At the required Commission filing fees relating to the Shares within the time period required by Rule 456(b)(1)(i) of the Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Act anddate hereof, if applicable, shall have updated the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b). (i) Between the Execution Time and the time of any sale of Shares through the Agents, there shall not have been any decrease in the rating of any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (j) FINRA shall not have raised any objection with respect to the fairness and reasonableness of the terms and arrangements under this Agreement. (k) The Shares shall have been listed and admitted and authorized for trading on the NYSE, and satisfactory evidence of such actions shall have been provided to the Agents. (l) Prior to each Settlement Date and Time of Delivery, as applicable, the Company Price Waterhouse shall have furnished to the Agents such further informationa letter or letters (which may refer to letters previously furnished to the Agents), certificates and documents dated as the Agents may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreementdate hereof, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance satisfactory to either Agent and counsel for such Agent, this Agreement and all obligations of the Agents hereunder may be canceled atand Price Waterhouse, or at any time prior to, any Settlement Date or Time of Delivery, as applicable, by such Agent. Notice of such cancellation shall be given confirming that they are independent accountants with respect to the Company within the meaning of the Act and the applicable published rules and regulations thereunder and stating in writing effect that: (i) in their opinion, the consolidated financial statements (including financial schedules) of the Company and its subsidiaries examined by and reported on by them and included or incorporated by telephone reference in the Registration Statement and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Act and the Exchange Act and the related published rules and regulations thereunder with respect to registration statements on Form S-3; (ii) on the basis of procedures of review in accordance with standards established by the American Institute of Certified Public Accountants (but not an audit in accordance with generally accepted auditing standards) consisting of: (1) reading the minutes of meetings of the stockholders and the Board of Directors of the Company as set forth in the minute books through a specified date not more than five business days prior to the date of delivery of such letter; (2) reading the latest available unaudited interim consolidated financial data of the Company and its consolidated subsidiaries included or facsimile confirmed incorporated by reference in writing. The documents required the Registration Statement or the Prospectus and the latest unaudited interim financial data made available by the Company and its subsidiaries; and (3) making inquiries of certain officials of the Company who have responsibilities for financial and accounting matters regarding the specific items for which representations are requested below; nothing has come to their attention as a result of the foregoing procedures that caused them to believe that: (A) the unaudited interim consolidated financial data of the Company and its consolidated subsidiaries included or incorporated by reference in the Registration Statement and the Prospectus do not comply as to form in all material respects with the applicable accounting requirements of the Act and the Exchange Act and the related published rules and regulations thereunder; (B) any material modifications should be made to said unaudited consolidated financial data of the Company and its consolidated subsidiaries for it to be delivered in conformity with generally accepted accounting principles; (C) (i) with respect to the period subsequent to the date of the most recent financial statements (other than any capsule information), audited or unaudited, included or incorporated by this Section 6 shall be delivered reference in the Registration Statement and the Prospectus, at the office date of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇the latest available interim financial data and at a specified date not more than five business days prior to the date of delivery of such letter, counsel except as otherwise disclosed in the Prospectus or incorporated by reference, there was any change in the common stock or long-term debt of the Company and its consolidated subsidiaries or any decreases in consolidated total assets, net current assets (working capital) or stockholders' investment as compared with amounts shown in the latest consolidated balance sheet included or incorporated by reference in the Registration Statement or the Prospectus or (ii) for the Agentsperiod from the date of the most recent financial statements included or incorporated by reference in the Registration Statement or the Prospectus to a specified date not more than five business days prior to delivery of such letter, at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇except as otherwise disclosed in the Prospectus or incorporated by reference or disclosed to you, ▇▇▇▇ ▇▇▇▇▇there were any decreases, ▇▇▇ ▇▇▇▇as compared with the corresponding period in the preceding year, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇in consolidated operating revenues, Attention: ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇operating profit, income before income taxes or in the total or per-share amounts of net income, except in all instances for changes or decreases which the Registration Statement and the Prospectus disclose have occurred or may occur, or as set forth in such letter accompanied by an explanation thereof; (D) with regard to the Company and its consolidated subsidiaries, the amounts included in any unaudited "capsule" information included or incorporated by reference in the Registration Statement or the Prospectus do not agree with the corresponding amounts in the unaudited or audited consolidated financial statements from which such amounts were derived or were not determined on each such date a basis substantially consistent with that of the corresponding amounts in the audited financial statements included or incorporated by reference in the Registration Statement and the Prospectus. (iii) they have performed certain other specified procedures as provided a result of which they determined that certain information of an accounting, financial or statistical nature (which is limited to accounting, financial or statistical information derived from the general accounting records of the Company and its subsidiaries and subject to the Company's system of internal accounting controls relating to the preparation of the financial statements) set forth or incorporated by reference in this Agreement.the Registration Statement and the Prospectus, as amended or supplemented, including Exhibit 12 to the Registration Statement and the information included or incorporated in Items 1, 6 and 7 of the Company's Annual Report o

Conditions to the Obligations of the Agents. The obligations of the Agents under this Agreement and any Terms Agreement shall be subject to (i) the accuracy of the representations and warranties on the part of the Company and the Manager contained herein as of the Execution Time, each Representation Date, and as of each Applicable TimeTime and Settlement Date, (ii) to the performance by the Company and the Manager of its their respective obligations hereunder and (iii) the following additional conditions: (a) The Prospectus, and any amendment or supplement thereto, required by Rule 424 to be filed with the Commission have has been filed in the manner and within the time period required by Rule 424(b) with respect to any sale of the Shares; each Interim Prospectus Supplement shall have been filed in the manner required by Rule 424(b) within the time period required by Rule 424(b); any other material required to be filed by the Company pursuant to Rule 433(d) under the Act), shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) The On every date specified in Section 4(a)(xiii) of this Agreement, the Company shall have requested and caused ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP (or other counsel satisfactory to the Company Counsel Agents), counsel for the Company, to furnish to the Agents, at the Execution Time Agents its opinion and on every date specified in Section 4(l) of this Agreement, its written opinions, substantially similar to the form attached hereto as Annex II-A (legal opinion), Annex II-B (negative assurance letter) and Annex II-C (REIT tax opinion)statements, dated as of such date and addressed to the Agents, substantially in the form of Exhibit A hereto. In giving such opinion, such counsel may rely upon the opinion of ▇▇▇▇▇▇▇ LLP as to all matters governed by the laws of the State of Maryland. Such counsel may also state that, insofar as such opinion involves factual matters, it has relied, to the extent it deems proper, upon certificates of officers and other representatives of the Company and its subsidiaries and certificates of public officials. (c) On every date specified in Section 4(a)(xiii) of this Agreement, the Company shall have requested and caused ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP (or other counsel satisfactory to the Agents), tax counsel for the Company, to furnish to the Agents its opinion, dated as of such date and addressed to the Agents, substantially in the form of Exhibit B hereto. (d) On every date specified in Section 4(a)(xiv) of this Agreement, the Company shall have requested and caused ▇▇▇▇▇▇▇ LLP (or other counsel satisfactory to the Agents), Maryland counsel for the Company, to furnish to the Agents its opinion, dated as of such date and addressed to the Agents, substantially in the form of Exhibit C hereto. (e) On every date specified in Section 4(a)(xv) of this Agreement, the Company shall have requested and caused the General Counsel of the Company to furnish to the Agents an opinion, dated as of such date and addressed to the Agents, substantially in the form of Exhibit D hereto. (f) On every date specified in Section 4(a)(xvi) of this Agreement, the Company shall have requested and caused ▇▇▇▇▇▇ and ▇▇▇▇▇▇ (or other counsel satisfactory to the Agents), Cayman Islands counsel for the Company, to furnish to the Agents its opinion, dated as of such date and addressed to the Agents, substantially in the form of Exhibit E hereto. (g) The Agents shall have received from ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇Sidley Austin LLP, counsel for the Agents, at the Execution Time and on every date specified in Section 4(m4(a)(xvii) of this Agreement, such opinion or opinionsa letter, dated as of such date and addressed to the Agents, with respect to the issuance and sale of the Shares, the Registration Statement, the Disclosure Package, the Prospectus (together with any supplement thereto) and other related such matters as the Agents may reasonably require, and the Company shall have furnished to such counsel such documents as they request it reasonably requests for the purpose of enabling them it to pass upon such matters. (d) The Agents shall have received from . In giving such opinion, such counsel may rely upon the opinion of ▇▇▇▇▇▇▇ LLPLLP as to all matters governed by the laws of the State of Maryland. Such counsel may also state that, counsel for insofar as such opinion involves factual matters, it has relied, to the extent it deems proper, upon certificates of officers and other representatives of the Company with respect to certain matters and its subsidiaries and certificates of Maryland law, at the Execution Time and on every date specified in Section 4(n) of this Agreement, such opinion or opinions, substantially similar to the form attached hereto as Annex II-D, dated as of such date and addressed to the Agents, with respect to certain Maryland law matters as the Agents may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matterspublic officials. (eh) The Company shall have furnished or caused to be furnished to the Agents, at the Execution Time and on every date specified in Section 4(k4(a)(xii) of this Agreement, a certificate of the Company, signed by the chief executive officer, president Chief Executive Officer or vice president President of the Company and the chief financial or chief accounting officer of the Company Chief Financial Officer or Chief Accounting Officer of the Company, dated as of such date, to the effect that the signers of such certificate have carefully examined the Registration Statement, the Disclosure Package and the Prospectus and any amendments or supplements thereto and this Agreement and that: (i) since the latest audited financial statements included in the Registration Statement, the Disclosure Package and the Prospectus or since the respective dates as of which information is given in the Registration Statement, the Disclosure Package and the Prospectus, there has been no Material Adverse Change; (ii) the representations and warranties of the Company in this Agreement contained herein are true and correct with the same force and effect as if though expressly made at on and as of such date date; (except to the extent that such representations and warranties speak as of another date, in which case such representations and warranties shall be true and correct as of such other date); (iiiii) the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at on or prior to such date; and and (iiiiv) no stop order suspending the effectiveness of the Registration Statement under the Securities Act has been issued, no order preventing or suspending the use of the Prospectus has been issued and no proceedings for that purpose any of those purposes have been instituted or are pending or, to their knowledge, contemplated by the Commissionthreatened. (fi) At The Company shall have furnished or caused to be furnished to the Execution Time and Agents, on every date specified in Section 4(o4(a)(xviii) of this Agreement, a certificate of the Agents Chief Financial Officer of the Company, dated such date, in the form attached as Exhibit F hereto, regarding certain financial and operating information of the Company and its subsidiaries contained in the Registration Statement, the Disclosure Package and the Prospectus. (j) The Manager shall have received from BDO furnished or caused to be furnished to the Agents, on every date specified in Section 4(a)(xix) of this Agreement, a letter certificate of a senior officer of the sole general partner of the Manager, dated such date, to the effect that (i) there has been no Manager Material Adverse Change, (ii) the representations and warranties of the Manager contained herein are true and correct with the same force and effect as though expressly made on and as of such date and (iii) the Manager has complied with all agreements and satisfied all conditions on its part to be performed or satisfied on or prior to such date. (k) The Company shall have requested and caused the Accountants to furnish to the Agents, on every date specified in Section 4(a)(xx) hereof, letters (which may refer to letters previously delivered to the Agents) dated as of such date, in form and substance satisfactory to the Agents containing statements and information of Agents. (l) Since the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the latest audited financial statements and certain financial information contained included in the Registration Statement Statement, the Disclosure Package and the Prospectus. (g) Since Prospectus or since the respective dates as of which information is disclosed given in the Registration Statement and the Disclosure PackageStatement, except as otherwise stated therein, there shall not have been any material adverse change in the condition (financial or otherwise) or in the earnings, business affairs or business prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package (exclusive of any amendment or supplement thereto) and the Prospectus, there has been no Material Adverse Change, the effect of which is, in the sole judgment of the Agents, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement (exclusive of any amendment thereof) and Statement, the Disclosure Package (exclusive of any amendment or supplement thereto)and the Prospectus. (hm) The Company shall have paid the required Commission filing fees relating to the Shares within the time period required by Rule 456(b)(1)(i) of the Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Act and, if applicable, shall have updated the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b). (i) Between the Execution Time and the time of any sale of Shares through the Agents, there shall not have been any decrease in the rating of any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (jn) FINRA shall not have raised any objection with respect to the fairness and reasonableness of the terms and arrangements under this Agreement. (ko) The Shares shall have been listed and admitted and authorized approved for trading listing, subject to official notice of issuance, on the NYSE, and satisfactory evidence of such actions shall have been provided to the Agents. (l) Prior to each Settlement Date and Time of Delivery, as applicable, the Company shall have furnished to the Agents such further information, certificates and documents as the Agents may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to either Agent and counsel for such Agentthe Agents, this Agreement and all obligations of the Agents relevant Agent(s) hereunder may be canceled at, or at any time prior to, any Settlement Date by any Agent or Time of Delivery, Agents as applicable, by such Agentto itself. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 shall be delivered at the office of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇electronically to Sidley Austin LLP, counsel for the Agents, at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, on each such date or as provided in this Agreementotherwise agreed by the Company and the Agents.

Conditions to the Obligations of the Agents. The obligations of each Agent to solicit offers to purchase the Agents under this Agreement and any Terms Agreement Notes shall be subject to (i) the accuracy in all material respects of the representations and warranties on the part of the Company contained herein in Section 1 hereof as of the Execution Time, each Representation on the Effective Date, as of the date any supplement to the Prospectus is filed with the Commission, as of the Time of Sale and as of each Applicable TimeClosing Date, (ii) to the accuracy in all material respects of the statements of the Company made in any certificates pursuant to the provisions of this Section 5, to the performance in all material respects by the Company of its obligations hereunder and (iii) to satisfaction of the following additional conditionsconditions in all material respects: (a) The If filing of the Prospectus, and or any supplement thereto, is required by pursuant to Rule 424 to be filed with 424(b), the Commission Prospectus and any such supplement, shall have been filed in the manner and within the time period required by Rule 424(b) with respect to any sale of Shares; each Interim Prospectus Supplement and shall have been filed in the manner required by Rule 424(b) within the time period required by Rule 424(b); any other material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission any Issuer Free Writing Prospectus in the manner and within the applicable time periods prescribed for such filings required by Rule 433the rules and regulations related to the Act; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened.; (b) The Company ▇▇▇▇▇▇ ▇. ▇▇▇▇, Esq., Senior Vice President, General Counsel and Secretary of the Company, shall have requested and caused the Company Counsel to furnish furnished to the Agents, at the Execution Time and on every date specified in Section 4(l) request of this Agreementthe Company, its his written opinions, substantially similar to the form attached hereto as Annex II-A (legal opinion), Annex II-B (negative assurance letter) and Annex II-C (REIT tax opinion), dated as of such date the Closing Date and addressed to the Agents, in form and substance reasonably satisfactory to the Agents, to the effect set forth in Exhibit C hereto. (c) The Company shall have furnished to each Agent the opinion of ▇▇▇▇▇ ▇▇▇▇▇ LLP, as counsel for the Company, dated the Closing Date, to the effect set forth in Exhibit D hereto; (d) The Agents shall have received from ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Agents, at the Execution Time and on every date specified in Section 4(m) of this Agreement, such opinion or opinions, dated as of such date and addressed to the AgentsClosing Date, with respect to the issuance and sale of the SharesNotes, the Indenture, the Registration Statement, the Disclosure PackageProspectus, the Prospectus (together with any supplement thereto) Disclosure Package and other related matters as the Agents may reasonably require, and the Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters. (d) The Agents shall have received from ▇▇▇▇▇▇▇ LLP, counsel for the Company with respect to certain matters of Maryland law, at the Execution Time and on every date specified in Section 4(n) of this Agreement, such opinion or opinions, substantially similar to the form attached hereto as Annex II-D, dated as of such date and addressed to the Agents, with respect to certain Maryland law matters as the Agents may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.; (e) The Company shall have furnished or caused to be furnished to the Agents, at the Execution Time and on every date specified in Section 4(k) of this Agreement, Agents a certificate of the Company, signed by the chief executive officerchairman of the board, any president or vice president of (whether or not designated by a number or word added before or after the Company title vice president) and the chief principal financial or chief accounting officer of the Company Company, dated the Closing Date, to the effect that the signers of such certificate have carefully examined the Registration Statement, the Prospectus and this Agreement and, if applicable, the Disclosure Package and that: (i) the representations and warranties in Section 1 hereof of the Company in this Agreement are true and correct as if made at in all material respects on and as of such the date (except to the extent that such representations hereof and warranties speak as of another date, in which case such representations and warranties shall be true and correct as of such other date); (ii) the Company has substantially complied with all the agreements and substantially satisfied all the conditions on its part to be performed or satisfied at or prior as a condition to such date; and the obligation of the Agents to solicit offers to purchase the Notes; (iiiii) no stop order suspending the effectiveness of the Registration Statement has been issued, issued and no proceedings for that purpose have been instituted or are pending or, to their the Company’s knowledge, contemplated by the Commission.threatened; and (fiii) At since the Execution Time and on every date specified in Section 4(o) of this Agreement, the Agents shall have received from BDO a letter dated such date, in form and substance satisfactory to the Agents containing statements and information of the type ordinarily most recent financial statements included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement Disclosure Package and the Prospectus. (g) Since the respective dates as of which information is disclosed in the Registration Statement and the Disclosure Package, except as otherwise stated therein, there shall not have has been any no material adverse change in the condition (financial or otherwise) or in the other), earnings, business affairs or business prospects properties of the Company and its Subsidiaries considered subsidiaries, taken as one enterprisea whole, whether or not arising from transactions in the ordinary course of business, except expect as set forth in or contemplated in the Disclosure Package and the Prospectus; (f) At the Execution Time, the Company’s registered independent public accountants shall have furnished to the Agents a letter or letters (which may refer to letters previously delivered to the Agent), dated as of the Execution Time, in form and substance reasonably satisfactory to the Agents, confirming that they are independent accountants within the meaning of the Act and the Exchange Act and the respective applicable published rules and regulations thereunder and stating in effect that: (i) in their opinion the audited financial statements and financial statement schedules included or incorporated in the Registration Statement, the Disclosure Package and the Prospectus and reported on by them comply in form in all material respects with the applicable accounting requirements of the Act and the Exchange Act and the related published rules and regulations; (ii) on the basis of a reading of the amounts included or incorporated in the Registration Statement, the Disclosure Package and the Prospectus in response to Item 301 of Regulation S-K and of the latest unaudited financial statements made available by the Company and its subsidiaries; carrying out certain procedures specified by the Agents (but not an examination in accordance with generally accepted auditing standards) which would not necessarily reveal matters of significance with respect to the comments set forth in such letter; a reading of the minutes of the meetings of the stockholders, directors and executive committees of the Company and its subsidiaries; and inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company and its subsidiaries as to transactions and events subsequent to the date of the most recent audited financial statements included or incorporated in the Registration Statement, the Disclosure Package and the Prospectus, nothing came to their attention which caused them to believe that: (1) any unaudited financial statements included or incorporated in the Registration Statement, the Disclosure Package and the Prospectus do not comply in form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect to financial statements included or incorporated in quarterly reports on Form 10-Q under the Exchange Act; and said unaudited financial statements are not in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited financial statements included or incorporated in the Registration Statement, the Disclosure Package and the Prospectus; (2) with respect to the period subsequent to the date of the most recent financial statements (other than any capsule information), audited or unaudited, in or incorporated in the Registration Statement, the Disclosure Package and the Prospectus, there were any changes, at a specified date not more than five Business Days prior to the date of the letter, in the aggregate long-term debt due within one year and long-term debt (exclusive of current portion) of the Company and its consolidated subsidiaries or common stock of the Company or decreases in the shareholders’ equity of the Company and its consolidated subsidiaries as compared with the amounts shown on the most recent consolidated balance sheet included or incorporated in the Registration Statement, the Disclosure Package and the Prospectus, or for the period from the date of the most recent financial statements included or incorporated in the Registration Statement, the Disclosure Package and the Prospectus to the date of the most recently available monthly unaudited financial information there were any amendment decreases relating to income from continuing operations, as compared with the corresponding period in the preceding year, in total revenue or supplement theretoearnings before income taxes or in the total or per share amounts of net earnings of the Company and its consolidated subsidiaries, except in all instances for changes or decreases set forth in such letter, in which case the letter shall be accompanied by an explanation by the Company as to the significance thereof unless said explanation is not deemed necessary by the Agents; or (3) the effect amounts included in any unaudited “capsule” information included or incorporated in the Registration Statement, the Disclosure Package and the Prospectus do not agree with the amounts set forth in the unaudited financial statements for the same periods or were not determined on a basis substantially consistent with that of the corresponding amounts in the audited financial statements included or incorporated in the Registration Statement, the Disclosure Package and the Prospectus; (iii) they have performed certain other procedures specified by the Agents as a result of which isthey determined that certain information of an accounting, financial or statistical nature (which is limited to accounting, financial or statistical information derived from the general accounting records of the Company and its subsidiaries) set forth in the sole judgment Registration Statement, the Disclosure Package and the Prospectus and in Exhibit 12 to the Registration Statement, including the information included or incorporated in Items 1, 2, 5, 6, 7 and 11 of the Company’s Annual Report on Form 10-K, incorporated in the Registration Statement, the Disclosure Package and the Prospectus, and the information included in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included or incorporated in the Company’s Quarterly Reports on Form 10-Q, incorporated in the Registration Statement, the Disclosure Package and the Prospectus, agrees with the accounting records of the Company and its subsidiaries, excluding any questions of legal interpretation; and (iv) if unaudited pro forma financial statements are included or incorporated in the Registration Statement, the Disclosure Package and the Prospectus, on the basis of a reading of the unaudited pro forma financial statements, carrying out certain procedures specified by the Agents, so inquiries of certain officials of the Company and the acquired company who have responsibility for financial and accounting matters, and proving the arithmetic accuracy of the application of the pro forma adjustments to the historical amounts in the pro forma financial statements, nothing came to their attention which caused them to believe that the pro forma financial statements do not comply in form in all material and adverse as to make it impractical or inadvisable to proceed respects with the offering applicable accounting requirements of Rule 11-02 of Regulation S-X or delivery that the pro forma adjustments have not been properly applied to the historical amounts in the compilation of such statements; and (g) At the Shares Closing Date, the Agents shall have received from the Company's registered independent public accountants a letter, dated as contemplated by of Closing Date and in form and substance satisfactory to the Registration Statement Agents, to the effect that they reaffirm the statements made in the letter furnished pursuant to subsection (exclusive f) of any amendment thereof) and this Section 5, except that the Disclosure Package (exclusive specified date referred to therein for the carrying out of any amendment or supplement thereto)procedures shall be a date not more than three Business Days prior to Closing Date. (h) The Company shall have paid the required Commission filing fees relating Prior to the Shares within the time period required by Rule 456(b)(1)(i) of the Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Act and, if applicable, shall have updated the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b). (i) Between the Execution Time and the time of any sale of Shares through the Agents, there shall not have been any decrease in the rating of any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (j) FINRA shall not have raised any objection with respect to the fairness and reasonableness of the terms and arrangements under this Agreement. (k) The Shares shall have been listed and admitted and authorized for trading on the NYSE, and satisfactory evidence of such actions shall have been provided to the Agents. (l) Prior to each Settlement Date and Time of Delivery, as applicableClosing Date, the Company shall have furnished to the Agents each Agent such further information, documents, certificates and documents opinions of counsel as the Agents may reasonably request. If any of the conditions specified in this Section 6 5 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to either Agent the Agents and counsel for such Agenttheir counsel, this Agreement agreement and all obligations of the Agents any Agent hereunder may be canceled at, or at any time prior to, any Settlement Date or Time of Delivery, as applicable, by such Agent. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile telegraph confirmed in writing. The documents required to be delivered by this Section 6 5 shall be delivered at the office offices of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Agents, at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, on each such the date as provided in this Agreementhereof.

Conditions to the Obligations of the Agents. The ------------------------------------------- obligations of each Agent to solicit offers to purchase the Agents under this Agreement and any Terms Agreement Notes shall be subject to (i) the accuracy of the representations and warranties on the part of the Company and the Guarantor contained herein as of the Execution Time, each Representation on the Effective Date, when any supplement to the Prospectus is filed with the Commission and as to the accuracy of each Applicable Timethe statements of the Company and the Guarantor made in any certificates pursuant to the provisions hereof, (ii) to the performance by the Company and the Guarantor of its obligations hereunder and (iii) to the following additional conditions: (a) The If filing of the Prospectus, or any supplement thereto, is required pursuant to Rule 424(b), the Prospectus, and any supplement theretosuch supplement, required by Rule 424 to be filed with the Commission shall have been filed in the manner and within the time period required by Rule 424(b) with respect to any sale of Shares; each Interim Prospectus Supplement shall have been filed in the manner required by Rule 424(b) within the time period required by Rule 424(b); any other material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) The Company shall have requested furnished to each Agent the opinion of ▇▇▇▇▇ ▇. High, Esq., Associate General Counsel of the Guarantor, dated the Execution Time, in form and caused the Company Counsel to furnish substance satisfactory to the Agents, at to the Execution Time effect that: (i) Each of the Company and the Guarantor has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, with full corporate power and authority to own its properties and conduct its business as described in the Registration Statement and the Prospectus, and each of the Company and the Guarantor is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of their respective businesses, except where the failure to so qualify or be in good standing would not have a material adverse effect on every date specified the condition, financial or otherwise, or the results of operations of the Company and the Guarantor, as applicable; (ii) the Indenture has been duly authorized, executed and delivered by each of the Company and the Guarantor, has been duly qualified under the Trust Indenture Act, and is a legal, valid and binding obligation of the Company and the Guarantor, enforceable against the Company or the Guarantor, as the case may be, in Section 4(laccordance with its terms, subject, as to enforcement, to laws relating to or affecting generally the enforcement of creditors' rights, including, without limitation, bankruptcy and insolvency laws, and to general principles of equity; (iii) the creation, issuance and sale of the Notes has been duly and validly authorized by each of the Company and the Guarantor and, when executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the purchasers thereof in accordance with this Agreement, its written opinionsthe Notes will constitute legal, substantially similar valid and binding obligations of the Company and the Guarantor, enforceable against the Company or the Guarantor, as the case may be, in accordance with their terms, subject, as to enforcement, to laws relating to or affecting generally the enforcement of creditors' rights, including, without limitation, bankruptcy and insolvency laws, and to general principles of equity, and will be entitled to the form attached hereto benefits of the Indenture and the Guaranty included in the Indenture; and the Notes conform as Annex II-A to legal matters to the description of the terms thereof contained in the Registration Statement and the Prospectus; (iv) to the best knowledge of such counsel, there is no pending or threatened action, suit or proceeding before any court or governmental agency, authority or body or any arbitrator involving the Company or the Guarantor or any of their respective subsidiaries, of a character required to be disclosed in the Registration Statement which is not adequately disclosed in the Prospectus, and there is no franchise, contract or other document of a character required to be described in the Registration Statement or Prospectus, or to be filed as an exhibit, which is not described or filed as required; and the statements included or incorporated in the Prospectus describing any legal proceedings or material contracts or agreements relating to the Company or the Guarantor fairly summarize such matters; (v) the Registration Statement, at the Effective Date, and the Prospectus, at the date it was filed with, or transmitted for filing to, the Commission pursuant to Rule 424(b) and at the date of such opinion (except as to the financial statements and other financial and statistical data contained or incorporated by reference in the Registration Statement and the Prospectus as to which such counsel need express no opinion), Annex II-B complied as to form in all material respects with all applicable requirements of the Act and the Trust Indenture Act, and the applicable instructions, rules and regulations of the Commission thereunder or pursuant to such instructions, rules and regulations are deemed to have complied therewith; the Incorporated Documents (negative assurance letter) except as to the financial statements and Annex II-C (REIT tax other financial and statistical data contained therein or incorporated by reference as to which such counsel need express no opinion), dated when filed with the Commission, complied as to form in all material respects with the applicable requirements of the Exchange Act, and the applicable instructions, rules and regulations of the Commission thereunder or pursuant to such instructions, rules and regulations are deemed to have complied therewith; the Registration Statement has become effective under the Act, and, to the best knowledge of such counsel, no proceedings for a stop order with respect thereto have been instituted or are pending or threatened under Section 8 of the Act; (vi) such counsel has no reason to believe that the Registration Statement, at the Effective Date, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus, at the date it was filed with, or transmitted for filing to, the Commission pursuant to Rule 424(b), and as of the date of such date opinion, includes an 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; provided, that such counsel need not express any belief as to (1) the financial statements or other financial or statistical data contained in or incorporated by reference in the Registration Statement and addressed the Prospectus, (2) any information contained in the Prospectus that was furnished to the AgentsCompany in writing by any of the Agents expressly for use therein or specified therein to have been obtained from The Depository Trust Company, or (3) statements contained in the Form T-1 filed as an exhibit to the Registration Statement; (vii) this Agreement has been duly authorized executed and delivered by each of the Company and the Guarantor; and (viii) none of the execution and delivery of the Indenture, the issue and sale of the Notes in accordance with this Agreement, or the consummation of any other of the transactions contemplated by this Agreement or the fulfillment of the terms thereof will conflict with, result in a breach of, or constitute a default under, the respective charter or By-Laws of the Company and the Guarantor, as amended, or the terms of any indenture or other agreement or instrument known to such counsel and to which the Company, the Guarantor or any of their respective subsidiaries is a party or is bound, or any order or regulation known to such counsel to be applicable to the Company, the Guarantor or any of their respective subsidiaries of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Company, the Guarantor or any of their respective subsidiaries. In rendering such opinion, such counsel may rely as to matters involving the application of laws of the State of New York, the Federal Securities Laws of the United States and the Federal Income Tax Laws of the United States, to the extent deemed proper and specified in such opinion, upon the opinion of ▇▇▇▇▇▇ ▇▇▇▇ & Priest LLP, counsel to the Company and the Guarantor. (c) The Agents Each Agent shall have received from ▇▇▇▇▇▇ ▇▇▇▇ & Priest LLP, counsel to the Company and the Guarantor, dated the Execution Time, an opinion to the same effect with respect to the matters enumerated in paragraphs (ii), (iii), (v) (provided that such counsel need not express any opinion as to the documents incorporated by reference in the Registration Statement and the Prospectus, (vii) and (ix) (to the extent such paragraph (ix) opines as to the respective charter, as amended, and By-Laws of the Company and the Guarantor) of subsection (b) of this Section 5 as the opinion of ▇▇▇▇▇ ▇. High, Esq. As to matters of Pennsylvania Law ▇▇▇▇▇▇ ▇▇▇▇ & Priest LLP may rely on the opinions of ▇▇▇▇▇ ▇. High, Esq. (d) Each Agent shall have received from Milbank, Tweed, ▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, counsel for the Agents, at the Execution Time and on every date specified in Section 4(m) of this Agreement, such opinion or opinions, dated as of such date and addressed to the AgentsExecution Time, with respect to the issuance and sale of the SharesNotes, the Indenture, the Registration Statement, the Disclosure Package, the Prospectus (together with any supplement thereto) and other related matters as the Agents may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (d) The Agents shall have received from ▇▇▇▇▇▇▇ LLP, counsel for the Company with respect to certain matters of Maryland law, at the Execution Time and on every date specified in Section 4(n) of this Agreement, such opinion or opinions, substantially similar to the form attached hereto as Annex II-D, dated as of such date and addressed to the Agents, with respect to certain Maryland law matters as the Agents may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (e) The Company and the Guarantor shall have furnished or caused to be furnished to the Agents, at the Execution Time and on every date specified in Section 4(k) of this Agreement, each Agent a certificate of the Company, signed by the chief executive officer, president or vice president certificates of the Company and the chief Guarantor, signed by the respective Chairman of the Board, President and Chief Executive Officer, any Vice President having responsibilities for financial matters, or chief accounting officer the Treasurer of the Company and the Guarantor, dated the Execution Time, to the effect that that: (i) the representations and warranties of each of the Company and the Guarantor in this Agreement are true and correct in all material respects on and as of the date hereof with the same effect as if made at on the date hereof and as each of such date (except to the extent that such representations and warranties speak as of another date, in which case such representations and warranties shall be true and correct as of such other date); (ii) the Company and the Guarantor has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior as a condition to such date; and the obligation of the Agents to solicit offers to purchase the Notes; (iiiii) no stop order suspending the effectiveness of the Registration Statement has been issued, issued and no proceedings for that purpose have been instituted or are pending or, to their the Company's or Guarantor's knowledge, contemplated by the Commission.threatened; (fiii) At since the Execution Time and on every date specified in Section 4(o) of this Agreement, the Agents shall have received from BDO a letter dated such date, in form and substance satisfactory to the Agents containing statements and information of the type ordinarily most recent financial statements included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement and the Prospectus. (g) Since the respective dates as of which information is disclosed in the Registration Statement and the Disclosure Package, except as otherwise stated therein, there shall not have has been any no material adverse change in the business, properties or condition (financial or otherwiseother) or in the earnings, business affairs or business prospects of the Company Company, the Guarantor and its Subsidiaries their respective subsidiaries, considered as one enterprise, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated by the Prospectus; and (iv) no proceeding for the dissolution, merger, consolidation or liquidation of the Company or the Guarantor or for the sale of all or substantially all of its assets is pending, or to the best of the signer's knowledge, threatened, other than as described in the Disclosure Package Registration Statement and Prospectus or the documents incorporated therein by reference. (exclusive f) At the Execution Time, Deloitte & Touche LLP shall have furnished to each Agent a letter, dated as of any amendment or supplement thereto) the effect of which isExecution Time, in the sole judgment of form and substance satisfactory to the Agents, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement (exclusive of any amendment thereof) and the Disclosure Package (exclusive of any amendment or supplement thereto). (h) The Company shall have paid the required Commission filing fees relating to the Shares confirming that they are independent public accountants within the time period required by Rule 456(b)(1)(i) meaning of the Act without regard to and the proviso therein applicable published rules and otherwise regulations thereunder and stating in accordance with Rules 456(b) and 457(r) of the Act and, if applicable, shall have updated the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b).effect that: (i) Between in their opinion the Execution Time audited consolidated financial statements and related supplemental schedules included or incorporated by reference in the Registration Statement and the time Prospectus comply as to form in all material respects with the applicable accounting requirements of the Act and the Exchange Act and the published rules and regulations thereunder; (ii) on the basis of a reading of the latest unaudited consolidated financial statements made available by the Guarantor and its subsidiaries; a reading of the minutes of the meetings of the Board of Directors of the Guarantor; and inquiries of certain officials of the Guarantor who have responsibility for financial and accounting matters of the Guarantor and its subsidiaries, nothing came to their attention which caused them to believe that: (1) any sale unaudited condensed consolidated financial statements included or incorporated by reference in the Registration Statement and the Prospectus do not comply in form in all material respects with the applicable accounting requirements and with the published rules and regulations of Shares through the AgentsCommission with respect to financial statements included or incorporated in Quarterly Reports on Form 10-Q under the Exchange Act; and said unaudited condensed consolidated financial statements are not in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited financial statements included or incorporated by reference in the Registration Statement and the Prospectus; (2) with respect to the period subsequent to the date of the most recent financial statements (other than any capsule information) included or incorporated by reference in the Registration Statement and the Prospectus, there shall were any changes, at a specified date not have been more than five business days prior to the date of the letter, in the consolidated capital stock, short-term indebtedness or long-term debt of the Guarantor and its subsidiaries as compared with the amounts shown on the most recent consolidated balance sheet included or incorporated by reference in the Registration Statement and the Prospectus, or for the period from the end of the most recent fiscal year of the Guarantor to the date of the most recent available consolidated financial statements of the Guarantor there was any decrease in consolidated net assets or there were any decreases, as compared with the rating corresponding period in the preceding year, in operating revenues, operating income, income before interest charges, net income, or the ratio of earnings to fixed charges (all determined on a consolidated basis), except in all instances for changes or decreases set forth in such letter; or (3) the amounts included in any unaudited "capsule" information included or incorporated by reference in the Registration Statement and the Prospectus do not agree with the amounts set forth in the unaudited financial statements for the same periods or were not determined on a basis substantially consistent with that of the corresponding amounts in the audited financial statements included or incorporated by reference in the Registration Statement and the Prospectus; (iii) they have compared certain dollar amounts (or percentages derived from such dollar amounts) and other financial information specified by the Agents (A) which appear or are incorporated by reference in the Guarantor's Annual Report on Form 10-K incorporated by reference in the Registration Statement and the Prospectus in Item 1 under the captions "General," "Financial Condition," "Construction," "Rate Matters," "Electric Operations," "Fossil Fuel," "Long-Term Power Sales," "Nuclear Fuel," "Nuclear Decommissioning" and in Item 6 under the caption "Selected Financial Data," and in Item 7 under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations" and (B) which appear in Part I of any of the Company’s debt securities Guarantor's Quarterly Reports on Form 10-Q incorporated by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) reference in the Registration Statement and the Prospectus under the Act) or any notice given captions "Management's Discussion and Analysis of any intended or potential decrease Financial Condition and Results of Operations", "Ratio of Earnings to Fixed Charges" and "Operating Statistics (Unaudited)" (in any each case to the extent that such rating or of a possible change in any such rating that does not indicate dollar amounts, percentages and other financial information are derived from the direction general accounting records of the possible change. (j) FINRA shall not have raised any objection with respect Guarantor subject to the fairness and reasonableness internal controls of the terms and arrangements under this Agreement. (k) The Shares shall have been listed and admitted and authorized for trading on the NYSE, and satisfactory evidence of Guarantor's accounting system or are derived directly from such actions shall have been provided to the Agents. (l) Prior to each Settlement Date and Time of Delivery, as applicable, the Company shall have furnished to the Agents such further information, certificates and documents as the Agents may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, records by analysis or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to either Agent and counsel for such Agent, this Agreement and all obligations of the Agents hereunder may be canceled at, or at any time prior to, any Settlement Date or Time of Delivery, as applicable, by such Agent. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 shall be delivered at the office of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, counsel for the Agents, at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, on each such date as provided in this Agreement.co

Conditions to the Obligations of the Agents. The obligations of the Agents under this Agreement and any Terms Agreement to solicit offers to purchase the Shares shall be subject to (i) the accuracy of the representations and warranties on the part of the Company contained herein as of on the Execution TimeCommencement Date, each Representation Acceptance Date, and as Settlement Date, to the accuracy of each Applicable Timethe statements of the Company made in any certificates pursuant to the provisions hereof, (ii) to the performance by the Company of its obligations hereunder and (iii) to the following additional conditions: (a) The Final Prospectus, and any supplement thereto, required by Rule 424 to be filed with the Commission shall have been filed in the manner and within the time period required by Rule 424(b) with respect to any sale of Shares; each Interim Prospectus Supplement shall have been filed in the manner required by Rule 424(b) within the time period required by Rule 424(b); any other material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) The Company On the Commencement Date, the Agents shall have requested and caused received from Shearman & Sterling LLP, counsel for the Company Counsel to furnish to Company, an opinion dated the Agents, at the Execution Time and on every date specified in Section 4(l) of this Agreement, its written opinions, substantially similar to the form attached hereto as Annex II-A (legal opinion), Annex II-B (negative assurance letter) and Annex II-C (REIT tax opinion), dated as of such date Commencement Date and addressed to the Agents, in form and substance satisfactory to the Agents, to the effect set forth in Exhibit A hereto. (c) The On the Commencement Date, the Agents shall have received from ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Deputy General Counsel of the Company, an opinion dated the Commencement Date and addressed to the Agents, in form and substance satisfactory to the Agents, to the effect set forth in Exhibit B hereto and subject to usual and customary qualifications, limitations and assumptions. (d) On the Commencement Date, the Agents shall have received from ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ LLP, counsel for to the Agents, at an opinion dated the Execution Time and on every date specified in Section 4(m) of this Agreement, such opinion or opinions, dated as of such date Commencement Date and addressed to the Agents, with respect to the issuance and sale of the Shares, the Registration Statement, the Disclosure Package, the Final Prospectus (together with any supplement thereto) and other related matters as the Agents may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (de) The Agents shall have received from ▇▇▇▇▇▇▇ LLPOn the Commencement Date, counsel for the Company with respect to certain matters of Maryland law, at the Execution Time and on every date specified in Section 4(n) of this Agreement, such opinion or opinions, substantially similar to the form attached hereto as Annex II-D, dated as of such date and addressed to the Agents, with respect to certain Maryland law matters as the Agents may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (e) The Company shall have furnished Agents a certificate, signed by the principal financial or caused to be furnished to the Agents, at the Execution Time and on every date specified in Section 4(k) of this Agreement, a certificate accounting officer of the Company, signed by dated the chief executive officerCommencement Date, president or vice president of the Company and the chief financial or chief accounting officer of the Company to the effect that the signers of such certificate have carefully examined the Registration Statement, the Final Prospectus, the Disclosure Package and any amendments or supplements thereto and this Agreement and that: (i) the representations and warranties of the Company in this Agreement are true and correct on and as of the Commencement Date with the same effect as if made at on the Commencement Date, and as of such date (except to the extent that such representations and warranties speak as of another date, in which case such representations and warranties shall be true and correct as of such other date); (ii) the Company has complied with all the agreements and satisfied all the conditions on its part that are required to be performed or satisfied hereunder at or prior to such datethe Commencement Date (unless otherwise waived in writing by the Agents); and (iiiii) no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued, issued and no proceedings for that purpose have been instituted or are pending or, to their the Company’s knowledge, threatened, and (iii) since the date of the most recent financial statements included or incorporated by reference in the Final Prospectus (exclusive of any supplement thereto), there has been no material adverse change in the condition (financial or otherwise), earnings, business or properties of the Company and the Company’s subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated by in the CommissionDisclosure Package and the Final Prospectus (exclusive of any supplement thereto). (f) At On the Execution Time and on every date specified in Section 4(o) of this AgreementCommencement Date, the Agents shall have received from BDO PricewaterhouseCoopers LLP, a letter dated such datethe Commencement Date, in form and substance satisfactory to the Agents Agents, 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 of the Company and its subsidiaries included or incorporated by reference in the Registration Statement Disclosure Package and the Final Prospectus. (g) Since The Company shall have furnished to the respective Agents a certificate, signed by the principal financial or accounting officer of the Company, dated the Commencement Date, to the effect that: (i) the signer of such certificate has reviewed the Company’s Form 8-K, including Exhibit 99.1 thereto (“Form 8-K”), filed on January 17, 2008. The information presented in the Form 8-K is a fair and accurate summary of the Company’s results of operations for the three months and year ended December 31, 2007 and the financial data presented therein is accurately derived from the Company’s accounting records, (ii) such signer (or someone under his supervision) has compared each item marked on the attached copy of the Form 8-K with the amount included in the Company’s accounting records or on a schedule or report prepared by the Company from its accounting records and found them to be in agreement and (iii) no facts have come to such signer’s attention that have caused such signer to believe that the financial data presented in the Form 8-K are not prepared in accordance with generally accepted accounting principles on a basis substantially consistent with that of the consolidated financial statements of the Company and its subsidiaries audited by PricewaterhouseCoopers LLP and included in the Company’s Form 10-K for the year ended December 31, 2006. (h) Subsequent to the Commencement Date or, if earlier, the dates as of which information is disclosed given in the Registration Statement (exclusive of any amendment thereof), the Disclosure Package (exclusive of any supplement thereto) and the Disclosure PackageFinal Prospectus (exclusive of any supplement thereto), except as otherwise stated thereinuntil and including the relevant Settlement Date, there shall not have been (i) any material adverse change to the truth, accuracy and completeness of the representations and warranties of the Company in this Agreement and any failure by the Company to comply with all the agreements and satisfy all the conditions on its part to be performed or satisfied hereunder at or prior to the relevant Settlement Date; (ii) any change or decrease in the condition (financial or otherwise) or amounts specified in the earningsletter referred to in paragraph (f) of this Section 5; or (iii) any change, business affairs or business prospects any development involving a prospective change, in or affecting the business, properties, financial condition or results of operations of the Company and its Subsidiaries considered subsidiaries, taken as one enterprisea whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement thereto) ), the effect of which which, in any case referred to in clause (i), (ii) or (iii) above, is, in the sole judgment of the Agents, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement (exclusive of any amendment thereof) and ), the Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement thereto). (h) The Company shall have paid the required Commission filing fees relating to the Shares within the time period required by Rule 456(b)(1)(i) of the Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Act and, if applicable, shall have updated the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b). (i) Between the Execution Time and the time of any sale of Shares through the Agents, there shall not have been any decrease in the rating of any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (j) FINRA shall not have raised any objection with respect to the fairness and reasonableness of the terms and arrangements under this Agreement. (k) The Shares shall have been listed and admitted and authorized for trading on the NYSE, and satisfactory evidence of such actions shall have been provided to the Agents. (l) Prior to each Settlement the Commencement Date and Time of Delivery, as applicableduring the Commitment Period, the Company shall have furnished to the Agents such further information, certificates and documents as the Agents may reasonably request. If any of the conditions specified in this Section 6 5 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to either Agent the Agents and counsel for such Agentthe Agents, this Agreement and all obligations of the Agents hereunder may be canceled at, or at any time prior to, any Settlement Date or Time of Delivery, as applicable, during the Commitment Period by such Agentthe Agents. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 shall 5 will be delivered at the office of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Agents, at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇.▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇, on each such date as provided in this Agreementthe Commencement Date.

Conditions to the Obligations of the Agents. (A) The obligations of each Agent to solicit offers to purchase the Agents under this Agreement and any Terms Agreement shall Common or Preferred Shares pursuant to Section 1 hereof will, unless waived by such Agent expressly in writing, be subject to (i) the accuracy of the representations and warranties on the part of the Company contained made herein as of the Execution Time, each Representation Date, date hereof and as of the Commencement Date, to the accuracy of the statements of the Company's officers made in each Applicable Timecertificate furnished pursuant to the provisions hereof, (ii) to the performance and observance by the Company of all covenants and agreements herein contained on its obligations hereunder part to be performed and (iii) observed and to the following additional conditionsconditions precedent: (ai) The Prospectus, and any supplement thereto, required by Rule 424 to be filed with Prospectus as amended or supplemented (including the Commission have been filed in the manner and within the time period required by Rule 424(bPricing Supplement) with respect to any sale of Shares; each Interim Prospectus Supplement shall have been filed in the manner required by Rule 424(b) within the time period required by Rule 424(b); any other material required to be filed by the Company pursuant to Rule 433(d) under the Act, such Common or Preferred Shares shall have been filed with the Commission pursuant to Rule 424(b) under the Act within the applicable time periods period prescribed for such filings filing by Rule 433; the rules and regulations under the Act and in accordance with Section 4(a) hereof; (ii) no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings proceeding for that purpose shall have been instituted initiated or threatenedthreatened by the Commission; and (iii) all requests for additional information on the part of the Commission shall have been complied with. (b) The Company shall have requested and caused furnished to such Agent an opinion or opinions of the counsel to the Company, dated the Commencement Date, substantially to the effect set forth in Exhibit C hereto. Any of the opinions set forth therein may be delivered by another counsel for the Company Counsel to furnish to the Agents, at the Execution Time and on every date specified in Section 4(l) of this Agreement, its written opinions, substantially similar to the form attached hereto as Annex II-A (legal opinion), Annex II-B (negative assurance letter) and Annex II-C (REIT tax opinion), dated as of such date and addressed who is reasonably satisfactory to the Agents. (c) The Agents Such Agent shall have received from ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, counsel for the AgentsAgent, at the Execution Time and on every date specified in Section 4(m) of this Agreement, such opinion or opinionsan opinion, dated as of such date and addressed to the AgentsCommencement Date, with respect to the issuance and sale of the Shares, the Registration Statement, as amended as of the Disclosure PackageCommencement Date, the Prospectus (together with any supplement thereto) Prospectus, as amended and supplemented as of the Commencement Date, and other related matters as the Agents such Agent may reasonably require, ; and the Company shall have furnished to such counsel such documents as they may reasonably request for the purpose of enabling them to pass upon on such matters. (d) The Agents shall have received from ▇▇▇▇▇▇▇ LLP, counsel for the Company with respect to certain matters of Maryland law, at the Execution Time and on every date specified in Section 4(n) of this Agreement, such opinion or opinions, substantially similar to the form attached hereto as Annex II-D, dated as of such date and addressed to the Agents, with respect to certain Maryland law matters as the Agents may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (e) The Company shall have furnished or caused to be furnished to the Agents, at the Execution Time and on every date specified in Section 4(k) of this Agreement, Agent a certificate of the Company, signed by the chief executive officer, president or vice president any of the Company and the chief financial or chief accounting officer Chairman of the Company Board, the President or the Chief Financial Officer, dated the Commencement Date, to the effect that to the best of such person's knowledge after reasonable investigation: (i) this Agreement is substantially in the form presented to and approved by the Board of Directors of the Company; (ii) 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 with the same effect as if made at and as on the date of such date (except to the extent that such representations certificate, and warranties speak as of another date, in which case such representations and warranties shall be true and correct as of such other date); (ii) the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior as a condition to the obligations of such date; and Agent under this Agreement; (iii) since the date of the most recent financial statements included or incorporated by reference in the Prospectus, as amended and supplemented, there has been no material adverse change in the business, properties, financial condition or results of operations of the Company and its consolidated subsidiaries, taken as a whole, other than those changes reflected in or contemplated by the Prospectus, as amended and supplemented as of the date of the certificate; (iv) no stop order suspending the effectiveness of the Registration Statement has been issuedis in effect, and no proceedings for that purpose have been instituted or such purposes are pending or, to their knowledge, contemplated before or threatened by the Commission.; and (fe) At the Execution Time and on every date specified in Section 4(o) of this AgreementKauf▇▇▇, the Agents ▇▇ssin & Co. shall have received from BDO furnished to such Agent a letter or letters, dated such datethe Commencement Date, in form and substance satisfactory to such Agent, confirming that they are independent public accountants within the Agents containing statements and information meaning of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement Act and the ProspectusExchange Act and the respective applicable published rules and regulations thereunder. (gf) Since Subsequent to the respective dates as of which information is disclosed given in the Registration Statement and the Disclosure PackageProspectus, except as otherwise stated thereinamended and supplemented, there shall not have been any material adverse change in the business, properties, financial condition (financial or otherwise) or in the earnings, business affairs or business prospects results of operations of the Company and its Subsidiaries considered consolidated subsidiaries, taken as one enterprisea whole, whether or not arising in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package (exclusive of any amendment or supplement thereto) the effect of which iswhich, in the sole reasonable judgment of such Agent after reasonable inquiry, is to impair the Agents, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery marketability of the Shares as contemplated by the Registration Statement (exclusive of any amendment thereof) and the Disclosure Package (exclusive of any amendment Common or supplement thereto)Preferred Shares. (hg) The Company shall have paid the required Commission filing fees relating to the Shares within the time period required by Rule 456(b)(1)(i) of the Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Act and, if applicable, shall have updated the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b). (i) Between the Execution Time and the time of any sale of Shares through the Agents, there There shall not have been occurred: (A) a suspension or material limitation in trading in securities generally on the New York Stock Exchange, (B) a suspension in trading in any decrease securities of the Company on any exchange or over-the-counter market, or (C) a general moratorium on commercial banking activities in New York declared by either Federal or New York State authorities, if the effect of any such occurrence is such as to impair, in the rating reasonable judgment of any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (j) FINRA shall not have raised any objection with respect to the fairness and reasonableness of the terms and arrangements under this Agreement. (k) The Shares shall have been listed and admitted and authorized for trading on the NYSE, and satisfactory evidence of such actions shall have been provided to the Agents. (l) Prior to each Settlement Date and Time of Delivery, as applicable, the Company shall have furnished to the Agents such further information, certificates and documents as the Agents may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to either Agent and counsel for such Agent, this Agreement and all obligations after reasonable inquiry, the marketability of the Agents hereunder may be canceled at, Common or at any time prior to, any Settlement Date or Time of Delivery, as applicable, by such Agent. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 shall be delivered at the office of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, counsel for the Agents, at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, on each such date as provided in this Agreement.Preferred Shares; or

Conditions to the Obligations of the Agents. The obligations of the Agents under this Agreement and any Terms Agreement shall be subject to (i) the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time, each Representation Date, and as of each Applicable Time, (ii) to the performance by the Company of its obligations hereunder and (iii) the following additional conditions: (a) The Prospectus, and any supplement thereto, required by Rule 424 to be filed with the Commission have been filed in the manner and within the time period required by Rule 424(b) with respect to any sale of Shares; each Interim Prospectus Supplement shall have been filed in the manner required by Rule 424(b) within the time period required by Rule 424(b); any other material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) The Company shall have requested and caused the Company Counsel to furnish to the Agents, at on the Execution Time Date and on every date specified in Section 4(l) of this Agreement, its written opinions, substantially similar to the form attached hereto as Annex II-A (legal opinion), Annex II-B (negative assurance letter) and Annex II-C (REIT tax opinion), dated as of such date and addressed to the Agents. (c) The Agents shall have received from ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, counsel for the Agents, at on the Execution Time Date and on every date specified in Section 4(m) of this Agreement, such opinion or opinions, dated as of such date and addressed to the Agents, with respect to the issuance and sale of the Shares, the Registration Statement, the Disclosure Package, the Prospectus (together with any supplement thereto) and other related matters as the Agents may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (d) The Agents shall have received from ▇▇▇▇▇▇▇ LLP, counsel for the Company with respect to certain matters of Maryland law, at on the Execution Time Date and on every date specified in Section 4(n) of this Agreement, such opinion or opinions, substantially similar to the form attached hereto as Annex II-D, dated as of such date and addressed to the Agents, with respect to certain Maryland law matters as the Agents may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (e) The Company shall have furnished or caused to be furnished to the Agents, at on the Execution Time Date and on every date specified in Section 4(k) of this Agreement, a certificate of the Company, signed by the chief executive officer, president or vice president of the Company and the chief financial or chief accounting officer of the Company to the effect that (i) the representations and warranties of the Company in this Agreement are true and correct as if made at and as of such date (except to the extent that such representations and warranties speak as of another date, in which case such representations and warranties shall be true and correct as of such other date); (ii) the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date; and (iii) no stop order suspending the effectiveness of the Registration Statement has been issued, and no proceedings for that purpose have been instituted or are pending or, to their knowledge, contemplated by the Commission. (f) At On the Execution Time Date and on every date specified in Section 4(o) of this Agreement, the Agents shall have received from BDO a letter dated such date, in form and substance satisfactory to the Agents 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 the Registration Statement and the Prospectus. (g) Since the respective dates as of which information is disclosed in the Registration Statement and the Disclosure Package, except as otherwise stated therein, there shall not have been any material adverse change in the condition (financial or otherwise) or in the earnings, business affairs or business prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package (exclusive of any amendment or supplement thereto) the effect of which is, in the sole judgment of the Agents, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement (exclusive of any amendment thereof) and the Disclosure Package (exclusive of any amendment or supplement thereto). (h) The Company shall have paid the required Commission filing fees relating to the Shares within the time period required by Rule 456(b)(1)(i) of the Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Act and, if applicable, shall have updated the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b). (i) Between the Execution Time and the time of any sale of Shares through the Agents, there shall not have been any decrease in the rating of any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (j) FINRA shall not have raised any objection with respect to the fairness and reasonableness of the terms and arrangements under this Agreement. (k) The Shares shall have been listed and admitted and authorized for trading on the NYSENYSE MKT, and satisfactory evidence of such actions shall have been provided to the Agents. (l) Prior to each Settlement Date and Time of Delivery, as applicable, the Company shall have furnished to the Agents such further information, certificates and documents as the Agents may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to either Agent and counsel for such Agent, this Agreement and all obligations of the Agents hereunder may be canceled at, or at any time prior to, any Settlement Date or Time of Delivery, as applicable, by such Agent. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 shall be delivered at the office of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, counsel for the Agents, at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, on each such date as provided in this Agreement.

Conditions to the Obligations of the Agents. The obligations of the Agents under this Agreement and any Terms Agreement shall be subject to (i) the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time, each Representation Date, and as of each Applicable Time, (ii) to the performance by the Company of its obligations hereunder and (iii) the following additional conditions: (a) The Prospectus, and any supplement thereto, required by Rule 424 to be filed with the Commission have been filed in the manner and within the time period required by Rule 424(b) with respect to any sale of Shares; each Interim Prospectus Supplement shall have been filed in the manner required by Rule 424(b) within the time period required by Rule 424(b); any other material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) The Company shall have requested and caused the Company Counsel to furnish to the Agents, at the Execution Time and on every date specified in Section 4(l) of this Agreement, its written opinionsopinions and a negative assurance letter, substantially similar to the form attached hereto as Annex II-A A▇▇▇▇ ▇▇-A (legal opinion), Annex II-B A▇▇▇▇ ▇▇-B (negative assurance letter) and Annex II-C (REIT tax opinion), dated as of such date and addressed to the Agents. (c) The Agents shall have received from ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇Ropes & Gray LLP, counsel for the Agents, at the Execution Time and on every date specified in Section 4(m) of this Agreement, such opinion or opinionsa negative assurance letter, dated as of such date and addressed to the Agents, with respect to the issuance and sale of the Shares, the Registration Statement, the Disclosure Package, as applicable, the Prospectus (together with any supplement thereto) and other related matters as the Agents may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (d) The Agents shall have received from ▇▇▇▇▇▇▇ LLP, counsel for the Company with respect to certain matters of Maryland law, at the Execution Time and on every date specified in Section 4(n) of this Agreement, such opinion or opinions, substantially similar to the form attached hereto as Annex II-D, dated as of such date and addressed to the Agents, with respect to certain Maryland law matters as the Agents may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (e) The Company shall have furnished or caused to be furnished to the Agents, at the Execution Time and on every date specified in Section 4(k) of this Agreement, a certificate of the Company, signed by the chief executive officer, president or vice president of the Company and the chief financial or chief accounting officer of the Company to the effect that (i) the representations and warranties of the Company in this Agreement are true and correct as if made at and as of such date (except to the extent that such representations and warranties speak as of another date, in which case such representations and warranties shall be true and correct as of such other date); (ii) the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date; and (iii) no stop order suspending the effectiveness of the Registration Statement has been issued, and no proceedings for that purpose have been instituted or are pending or, to their knowledge, contemplated by the Commission. (fe) At Substantially concurrent with the Execution Time and on every date specified in Section 4(o4(n) of this Agreement, the Agents shall have received from BDO a letter dated such date, in form and substance satisfactory to the Agents 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 the Registration Statement and the Prospectus. (gf) Since the respective dates as of which information is disclosed in the Registration Statement and the Disclosure Package, except as otherwise stated therein, there shall not have been any material adverse change in the condition (financial or otherwise) or in the earnings, business affairs or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package (exclusive of any amendment or supplement thereto) the effect of which is, in the sole judgment of the Agents, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement (exclusive of any amendment thereof) and the Disclosure Package (exclusive of any amendment or supplement thereto). (hg) The Company shall have paid the required Commission filing fees relating to the Shares within the time period required by Rule 456(b)(1)(i) of the Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Act and, if applicable, shall have updated the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b). (ih) Between the Execution Time and the time of any sale of Shares through the Agents, there shall not have been any decrease in the rating of any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (ji) FINRA shall not have raised any objection with respect to the fairness and reasonableness of the terms and arrangements under this Agreement. (kj) The Shares shall have been listed and admitted and authorized for trading on the NYSE, and satisfactory evidence of such actions shall have been provided to the Agents. (lk) Prior to each Settlement Date and Time of Delivery, as applicable, the Company shall have furnished to the Agents such further information, certificates and documents as the Agents may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to either any Agent and counsel for such Agent, this Agreement and all obligations of the Agents such Agent hereunder may be canceled at, or at any time prior to, any Settlement Date or Time of Delivery, as applicable, by such Agent. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 shall be delivered at the office of ▇▇▇▇▇Ropes & Gray LLP, counsel for the Agents, at 1▇▇▇ ▇▇▇▇▇▇ ▇, counsel for the Agents, at ▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇P▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇, on each such date as provided in this Agreement.

Conditions to the Obligations of the Agents. The obligations of each Agent to solicit offers to purchase the Agents under this Agreement and any Terms Agreement Notes shall be subject to (i) the accuracy in all material respects of the representations and warranties on the part of the Company contained herein in Section 1 hereof as of the Execution Time, each Representation on the Effective Date, as of the date any supplement to the Prospectus is filed with the Commission, as of the Time of Sale and as of each Applicable TimeClosing Date, (ii) to the accuracy in all material respects of the statements of the Company made in any certificates pursuant to the provisions of this Section 5, to the performance in all material respects by the Company of its obligations hereunder and (iii) to satisfaction of the following additional conditionsconditions in all material respects: (a) The If filing of the Prospectus, and or any supplement thereto, is required by pursuant to Rule 424 to be filed with 424(b), the Commission Prospectus and any such supplement, shall have been filed in the manner and within the time period required by Rule 424(b) with respect to any sale of Shares; each Interim Prospectus Supplement and shall have been filed in the manner required by Rule 424(b) within the time period required by Rule 424(b); any other material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission any Issuer Free Writing Prospectus in the manner and within the applicable time periods prescribed for such filings required by Rule 433the rules and regulations related to the Act; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened.; (b) The Company ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Group Counsel, Corporate Center and Assistant Secretary of the Company, shall have requested and caused the Company Counsel to furnish furnished to the Agents, at the Execution Time and on every date specified in Section 4(l) request of this Agreementthe Company, its his written opinions, substantially similar to the form attached hereto as Annex II-A (legal opinion), Annex II-B (negative assurance letter) and Annex II-C (REIT tax opinion), dated as of such date the Closing Date and addressed to the Agents., in form and substance reasonably satisfactory to the Agents, to the effect set forth in Exhibit C hereto; (c) The Company shall have furnished to each Agent the opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, as counsel for the Company, dated the Closing Date, to the effect set forth in Exhibit D hereto; (d) The Agents shall have received from ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel for the Agents, at the Execution Time and on every date specified in Section 4(m) of this Agreement, such opinion or opinions, dated as of such date and addressed to the AgentsClosing Date, with respect to the issuance and sale of the SharesNotes, the Indenture, the Registration Statement, the Disclosure PackageProspectus, the Prospectus (together with any supplement thereto) Disclosure Package and other related matters as the Agents may reasonably require, and the Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters. (d) The Agents shall have received from ▇▇▇▇▇▇▇ LLP, counsel for the Company with respect to certain matters of Maryland law, at the Execution Time and on every date specified in Section 4(n) of this Agreement, such opinion or opinions, substantially similar to the form attached hereto as Annex II-D, dated as of such date and addressed to the Agents, with respect to certain Maryland law matters as the Agents may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.; (e) The Company shall have furnished or caused to be furnished to the Agents, at the Execution Time and on every date specified in Section 4(k) of this Agreement, Agents a certificate of the Company, signed by the chief executive officerchairman of the board, any president or vice president of (whether or not designated by a number or word added before or after the Company title vice president) and the chief principal financial or chief accounting officer of the Company Company, dated the Closing Date, to the effect that the signers of such certificate have carefully examined the Registration Statement, the Prospectus and this Agreement and, if applicable, the Disclosure Package and that: (i) the representations and warranties in Section 1 hereof of the Company in this Agreement are true and correct as if made at in all material respects on and as of such date (except to the extent that such representations Closing Date and warranties speak as of another date, in which case such representations and warranties shall be true and correct as of such other date); (ii) the Company has substantially complied with all the agreements and substantially satisfied all the conditions on its part to be performed or satisfied at or prior as a condition to such date; and the obligation of the Agents to solicit offers to purchase the Notes; (iiiii) no stop order suspending the effectiveness of the Registration Statement has been issued, issued and no proceedings for that purpose have been instituted or are pending or, to their the Company’s knowledge, contemplated by the Commission.threatened; and (fiii) At since the Execution Time and on every date specified in Section 4(o) of this Agreement, the Agents shall have received from BDO a letter dated such date, in form and substance satisfactory to the Agents containing statements and information of the type ordinarily most recent financial statements included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement Disclosure Package and the Prospectus. (g) Since the respective dates as of which information is disclosed in the Registration Statement and the Disclosure Package, except as otherwise stated therein, there shall not have has been any no material adverse change in the condition (financial or otherwise) or in the other), earnings, business affairs or business prospects properties of the Company and its Subsidiaries considered subsidiaries, taken as one enterprisea whole, whether or not arising from transactions in the ordinary course of business, except expect as set forth in or contemplated in the Disclosure Package and the Prospectus; (f) At the Execution Time, the Company’s registered independent public accountants shall have furnished to the Agents a letter or letters (which may refer to letters previously delivered to the Agent), dated as of the Execution Time, in form and substance reasonably satisfactory to the Agents, confirming that they are independent accountants within the meaning of the Act and the Exchange Act and the respective applicable published rules and regulations thereunder and stating in effect that: (i) in their opinion the audited financial statements and financial statement schedules included or incorporated in the Registration Statement, the Disclosure Package and the Prospectus and reported on by them comply in form in all material respects with the applicable accounting requirements of the Act and the Exchange Act and the related published rules and regulations; (ii) on the basis of a reading of the amounts included or incorporated in the Registration Statement, the Disclosure Package and the Prospectus in response to Item 301 of Regulation S-K and of the latest unaudited financial statements made available by the Company and its subsidiaries; carrying out certain procedures specified by the Agents (but not an examination in accordance with generally accepted auditing standards) which would not necessarily reveal matters of significance with respect to the comments set forth in such letter; a reading of the minutes of the meetings of the stockholders, directors and executive committees of the Company and its subsidiaries; and inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company and its subsidiaries as to transactions and events subsequent to the date of the most recent audited financial statements included or incorporated in the Registration Statement, the Disclosure Package and the Prospectus, nothing came to their attention which caused them to believe that: (1) any unaudited financial statements included or incorporated in the Registration Statement, the Disclosure Package and the Prospectus do not comply in form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect to financial statements included or incorporated in quarterly reports on Form 10-Q under the Exchange Act; and said unaudited financial statements are not in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited financial statements included or incorporated in the Registration Statement, the Disclosure Package and the Prospectus; (2) with respect to the period subsequent to the date of the most recent financial statements (other than any capsule information), audited or unaudited, in or incorporated in the Registration Statement, the Disclosure Package and the Prospectus, there were any changes, at a specified date not more than five Business Days prior to the date of the letter, in the aggregate long-term debt due within one year and long-term debt (exclusive of current portion) of the Company and its consolidated subsidiaries or common stock of the Company or decreases in the net current assets or shareholders’ equity of the Company and its consolidated subsidiaries as compared with the amounts shown on the most recent consolidated balance sheet included or incorporated in the Registration Statement, the Disclosure Package and the Prospectus, or for the period from the date of the most recent financial statements included or incorporated in the Registration Statement, the Disclosure Package and the Prospectus to the date of the most recently available monthly unaudited financial information there were any amendment decreases relating to income from continuing operations, as compared with the corresponding period in the preceding year, in total revenue or supplement theretoearnings before income taxes or in the total or per share amounts of net earnings of the Company and its consolidated subsidiaries, except in all instances for changes or decreases set forth in such letter, in which case the letter shall be accompanied by an explanation by the Company as to the significance thereof unless said explanation is not deemed necessary by the Agents; or (3) the effect amounts included in any unaudited “capsule” information included or incorporated in the Registration Statement, the Disclosure Package and the Prospectus do not agree with the amounts set forth in the unaudited financial statements for the same periods or were not determined on a basis substantially consistent with that of the corresponding amounts in the audited financial statements included or incorporated in the Registration Statement, the Disclosure Package and the Prospectus; (iii) they have performed certain other procedures specified by the Agents as a result of which isthey determined that certain information of an accounting, financial or statistical nature (which is limited to accounting, financial or statistical information derived from the general accounting records of the Company and its subsidiaries) set forth in the sole judgment Registration Statement, the Disclosure Package and the Prospectus and in Exhibit 12 to the Registration Statement, including the information included or incorporated in Items 1, 2, 5, 6, 7 and 11 of the Company’s Annual Report on Form 10-K, incorporated in the Registration Statement, the Disclosure Package and the Prospectus, and the information included in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included or incorporated in the Company’s Quarterly Reports on Form 10-Q, incorporated in the Registration Statement, the Disclosure Package and the Prospectus, agrees with the accounting records of the Company and its subsidiaries, excluding any questions of legal interpretation; and (iv) if unaudited pro forma financial statements are included or incorporated in the Registration Statement, the Disclosure Package and the Prospectus, on the basis of a reading of the unaudited pro forma financial statements, carrying out certain procedures specified by the Agents, so inquiries of certain officials of the Company and the acquired company who have responsibility for financial and accounting matters, and proving the arithmetic accuracy of the application of the pro forma adjustments to the historical amounts in the pro forma financial statements, nothing came to their attention which caused them to believe that the pro forma financial statements do not comply in form in all material and adverse as to make it impractical or inadvisable to proceed respects with the offering applicable accounting requirements of Rule 11-02 of Regulation S-X or delivery that the pro forma adjustments have not been properly applied to the historical amounts in the compilation of such statements; (g) At the Shares Closing Date, the Agents shall have received from the Company’s registered independent public accountants a letter, dated as contemplated by of Closing Date and in form and substance satisfactory to the Registration Statement Agents, to the effect that they reaffirm the statements made in the letter furnished pursuant to subsection (exclusive f) of any amendment thereof) and this Section 5, except that the Disclosure Package (exclusive specified date referred to therein for the carrying out of any amendment or supplement thereto).procedures shall be a date not more than three Business Days prior to Closing Date; and (h) The Company shall have paid the required Commission filing fees relating Prior to the Shares within the time period required by Rule 456(b)(1)(i) of the Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Act and, if applicable, shall have updated the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b). (i) Between the Execution Time and the time of any sale of Shares through the Agents, there shall not have been any decrease in the rating of any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (j) FINRA shall not have raised any objection with respect to the fairness and reasonableness of the terms and arrangements under this Agreement. (k) The Shares shall have been listed and admitted and authorized for trading on the NYSE, and satisfactory evidence of such actions shall have been provided to the Agents. (l) Prior to each Settlement Date and Time of Delivery, as applicableClosing Date, the Company shall have furnished to the Agents each Agent such further information, documents, certificates and documents opinions of counsel as the Agents may reasonably request. If any of the conditions specified in this Section 6 5 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to either Agent the Agents and counsel for such Agenttheir counsel, this Agreement agreement and all obligations of the Agents any Agent hereunder may be canceled at, or at any time prior to, any Settlement Date or Time of Delivery, as applicable, by such Agent. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile telegraph confirmed in writing. The documents required to be delivered by this Section 6 5 shall be delivered at the office offices of ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Agents, at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, counsel for the AgentsChicago, at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇Illinois 60606, on each such the date as provided in this Agreementhereof.

Conditions to the Obligations of the Agents. The obligations of any agent to solicit offers to purchase the Agents under this Agreement and any Terms Agreement Notes shall be subject to (i) the accuracy of the representations and warranties on the part of the Company and the Guarantor contained herein as of the Execution Timedate hereof, each Representation Dateas of the date of the effectiveness of any amendment to the Registration Statement (including the filing of any document incorporated by reference therein), as of the date of any supplement to the Prospectus and as of each Applicable TimeSettlement Date, (ii) to the accuracy of the statements of the Company and the Guarantor made in any certificates pursuant to the provisions hereof, to the performance by the Company and the Guarantor of its their respective obligations hereunder and (iii) to the following additional conditions: (a) The Prospectus, and any supplement thereto, required by Rule 424 to be filed with the Commission have been filed in the manner and within the time period required by Rule 424(b) with respect to any sale of Shares; each Interim Prospectus Supplement shall have been filed in the manner required by Rule 424(b) within the time period required by Rule 424(b); any other material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no No stop order suspending the effectiveness of the Registration Statement or any notice objecting Statement, as amended from time to its use time, shall have been issued issued, and no proceedings for that purpose shall have been instituted or threatened. (b) The Company and the Guarantor shall have requested and caused furnished to the agents the opinion or opinions of Munger, Tolles & Olson LLP, counsel to the Company Counsel to furnish to the Agents, at the Execution Time and on every date specified in Section 4(l) of this Agreement, its written opinions, substantially similar to the form attached hereto as Annex II-A (legal opinion), Annex II-B (negative assurance letter) and Annex II-C (REIT tax opinion), dated as of such date and addressed to the Agents. (c) The Agents shall have received from ▇▇▇▇▇▇▇▇ ▇▇ar▇▇▇▇▇, counsel for the Agents, at the Execution Time and on every date specified in Section 4(m) of this Agreement, such opinion or opinions, dated as of such date and addressed to the Agents, with respect to the issuance and sale of the Shares, the Registration Statement, the Disclosure Package, the Prospectus (together with any supplement thereto) and other related matters as the Agents may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (d) The Agents shall have received from ▇▇▇▇da▇▇▇ LLP, counsel for the Company with respect to certain matters of Maryland law, at the Execution Time and on every ▇he date specified in Section 4(n) of this Agreement, such opinion or opinionshereof, substantially similar as set forth below, with such additional qualifications and exceptions as shall be acceptable to the form attached hereto as Annex II-D, dated as of such date agents and addressed to the Agents, with respect to certain Maryland law matters as the Agents may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.their counsel: (ei) The Company shall have furnished or caused to be furnished to the Agents, at the Execution Time and on every date specified in Section 4(k) of this Agreement, a certificate of the Company, signed by the chief executive officer, president or vice president Each of the Company and the chief financial or chief accounting Guarantor is a corporation duly incorporated, validly existing and in good standing under the laws of the state of its incorporation and has the corporate power and authority to own its properties and to conduct its business as described in the Prospectus. (ii) The Company and the Guarantor have the corporate power and authority to enter into this Agreement and the Terms Agreement (if applicable), and this Agreement and the Terms Agreement (if applicable) have been duly and validly authorized, executed and delivered by the Company and the Guarantor, respectively. (iii) The form and general terms of the Notes have been duly and validly authorized and established in conformity with the provisions of the Indenture by all necessary corporate action by the Company, and when the particular terms of the Notes have been duly established in accordance with the provisions of the Indenture, the Procedures and the resolutions of the Board of Directors of the Company and such Notes have been duly executed, authenticated and delivered against payment therefor in accordance with the provisions of the Indenture, the Procedures and this Agreement, will constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms and the terms of the Indenture, and the holders of the Notes will be entitled to the benefits of the Indenture; and the Indenture has been duly authorized, executed and delivered by each of the Company and Guarantor, has been qualified under the Trust Indenture Act, and constitutes a legal, valid and binding obligation enforceable against each of the Company and the Guarantor in accordance with its terms. (iv) The Guarantees, in the forms certified to by an authorized officer of the Company Guarantor, have been duly and validly authorized by all necessary corporate action by the Guarantor and, upon due issuance, authentication and delivery of the related Notes and due endorsement of the Guarantees, the Guarantees will have been duly executed, issued and delivered and will constitute the legal, valid and binding obligations of the Guarantor enforceable against the Guarantor in accordance with their terms and the terms of the Indenture, and the holders of the Notes upon which the Guarantees are endorsed will be entitled to the effect that (i) the representations and warranties benefits of the Company Indenture. (v) The Registration Statement has become effective under the Act; any required filing of the Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been made in this Agreement are true the manner and correct as if made at and as within the time period required by Rule 424(b); to the knowledge of such date (except to the extent that such representations and warranties speak as of another datecounsel, in which case such representations and warranties shall be true and correct as of such other date); (ii) the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date; and (iii) no stop order suspending the effectiveness of the Registration Statement has been issued, and no proceedings for that purpose have been instituted or are pending orthreatened and the Registration Statement and the Prospectus (other than (i) the financial statements and other financial and statistical information contained therein and (ii) the Statement of Eligibility on Form T-1 filed as an exhibit thereto, as to which such counsel need express no opinion), as of their knowledgerespective effective or issue dates, contemplated by as the Commissioncase may be, appear on their face to be responsive as to form in all material respects with the applicable requirements of the Act and the Rules and Regulations and the Trust Indenture Act and the rules and regulations of the Commission thereunder. (fvi) At No consent, approval, authorization or order of any United States federal or New York, California or (with respect to matters arising under the Execution Time Delaware General Corporation Law) Delaware court or governmental agency or body is required for the consummation of the transactions contemplated by this Agreement or the Indenture, except such as have been obtained under the Act and on every date specified such as may be required under the securities and blue sky laws, rules or regulations of any jurisdiction in Section 4(oconnection with the purchase and distribution of the Notes and related Guarantees by the agents and such other approvals as have been obtained. (vii) Neither the issue and sale of the Notes (in the forms certified to by an authorized officer of the Company), the compliance by the Company and the Guarantor with all the provisions of this Agreement, the Agents Indenture, the Notes or the Guarantees (in the form certified to by an authorized officer of the Guarantor), the consummation of the transactions herein or therein contemplated nor the fulfillment of the terms hereof or thereof will conflict with, result in a breach of, or constitute a default under the charter or bylaws of the Company or the Guarantor or the terms of any indenture or other agreement or instrument filed with the Commission and to which the Company or the Guarantor or any of the Guarantor's subsidiaries is a party or bound, or any order, decree, judgment or regulation (other than any federal or state securities or blue sky laws, rules or regulations) known to such counsel to be applicable to the Company or the Guarantor or any of the Guarantor's subsidiaries of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Company or the Guarantor or any of the Guarantor's subsidiaries. (viii) To the best knowledge of such counsel, no holders of securities of the Company or the Guarantor have rights to the registration of such securities under the Registration Statement. (ix) Such counsel confirms (i) that the statements in the Prospectus under the caption "Certain Federal Income Tax Consequences", insofar as such statements constitute a summary of the legal matters referred to therein, fairly present the information disclosed therein in all material respects, (ii) the conformity in all material respects of the Notes (in the forms certified to by an authorized officer of the Company) to the statements relating thereto in the Prospectus, and (iii) the conformity in all material respects of the Indenture and the Guarantees to the statements relating thereto in the Prospectus under the captions "Description of Notes" and "Description of Debt Securities of Countrywide Home Loans and Related Guarantees of Countrywide Credit Industries." Such counsel shall have received from BDO a letter dated such datealso state that, in the course of their engagement to represent or advise the Company and the Guarantor professionally, they have not become aware of any pending legal proceeding before any court or administrative agency or authority or any arbitration tribunal, nor have they devoted substantive attention in the form of legal representation as to any current overtly threatened litigation against or directly affecting the Company or its subsidiaries or the Guarantor or its subsidiaries, in each case that is required to be described in the Registration Statement or the Prospectus and substance satisfactory is not so described. In making the foregoing statement, they shall endeavor, to the Agents containing statements and information extent they believe necessary, to determine from lawyers currently in their firm who have performed substantive legal services for the Company or the Guarantor, whether such services involved substantive attention in the form of legal representation concerning pending legal proceedings or overtly threatened litigation of the type ordinarily included in accountants’ “comfort letters” nature referred to underwriters above. Beyond that, they need not make any review, search or investigation of public files or records or files or records of the Company or the Guarantor, or of their respective transactions, or any other investigation or inquiry with respect to the financial foregoing statement. Such counsel shall also state that in the course of the preparation by the Company, the Guarantor and their counsel of the Registration Statement and Prospectus (other than the Incorporated Documents (as defined below)), such counsel attended conferences with certain of the officers of, and the independent public accountants for, the Company and the Guarantor, at which the Registration Statement and Prospectus were discussed. Given the limitations inherent in the independent verification of factual matters and the character of determinations involved in the registration process, such counsel need not pass upon and need not assume any responsibility for the accuracy, completeness or fairness of the statements and certain financial information contained in the Registration Statement and Prospectus including the Incorporated Documents, except as specifically described in the opinion set forth in paragraph (ix) above. Subject to the foregoing and on the basis of the information such counsel gained in the performance of the services referred to above, including information obtained from officers and other representatives of the Company and Guarantor, such counsel shall state that no facts have come to such counsel's attention that have caused it to believe that the Registration Statement, at the time it became effective, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus. , at its date or at the date hereof, included or includes, as the case may be, any untrue statement of material fact or omitted or omits, as the case may be, to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that such counsel need not express a view or belief with respect to (gi) Since the respective dates as of which information is disclosed financial statements, the related notes and schedules thereto or other financial and statistical data included or incorporated by reference in the Registration Statement and the Disclosure Package, except as otherwise stated therein, there shall not have been Prospectus or (ii) any material adverse change in the condition (financial or otherwise) or in the earnings, business affairs or business prospects part of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package (exclusive of any amendment or supplement thereto) the effect of which is, in the sole judgment of the Agents, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement which shall constitute a Statement of Eligibility on Form T-1 under the Trust Indenture Act. References to the Prospectus in this Section 5(b) include any amendments or supplements thereto at the date hereof. In rendering such opinion, such counsel may rely (exclusive A) as to matters involving the application of laws of any amendment thereof) and jurisdiction other than the Disclosure Package State of California, the State of Delaware (exclusive of any amendment or supplement thereto). (h) The Company shall have paid the required Commission filing fees relating to the Shares within the time period required by Rule 456(b)(1)(i) of the Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Act and, if applicable, shall have updated the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b). (i) Between the Execution Time and the time of any sale of Shares through the Agents, there shall not have been any decrease in the rating of any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (j) FINRA shall not have raised any objection but only with respect to the fairness Delaware General Corporation Law) or the United States, to the extent they deem proper and reasonableness specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the agents, (B) as the matters involving the application of laws of the terms and arrangements under this Agreement. (k) The Shares shall have been listed and admitted and authorized for trading on the NYSEState of New York, and satisfactory evidence of such actions shall have been provided to the Agents. (l) Prior to each Settlement Date and Time extent specified in such opinion, upon the opinion of Delivery, as applicable, the Company shall have furnished Sidley Austin Brown & Wood LLP being delivered to the Agents such further information, certificates and documents as the Agents may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to either Agent and counsel for such Agent, this Agreement and all obligations of the Agents hereunder may be canceled at, or at any time prior to, any Settlement Date or Time of Delivery, as applicable, by such Agent. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 shall be delivered at the office of ▇▇▇▇▇▇agents a▇ ▇▇ ▇▇▇▇▇▇, counsel for the Agents, at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇h▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ (C) as to matters of fact, to the extent they deem proper, on certificates and oral or written statements and other information of or from public officials and officers and representatives of the Company, the Guarantor, their respective subsidiaries and others. In rendering the opinions set forth in paragraphs (iii) and (iv), such counsel may state that such opinions are subject to the following: (i) bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other laws now or hereafter in effect affecting creditors' rights generally; and (ii) general principles of equity (including, without limitation, standards of materiality, good faith, fair dealing and reasonableness) whether such principles are considered in a proceeding in equity or at law. In rendering the opinions set forth above, such counsel need not express an opinion as to the legality, validity, binding effect or enforceability of any provision of the Notes, the Indenture or the Guarantees providing for payments thereunder in a currency other than currency of the United States of America to the extent that a court of competent jurisdiction will under applicable law convert any judgment rendered in such other currency into currency of the United States of America or to the extent that payment in a currency other than currency of the United States of America is contrary to applicable law. In rendering the opinions set forth above, such counsel may state that it has assumed, with the permission of the agents, that the amount of Notes to be issued from time to time will not violate any provision in any such agreement referred to in paragraph (vii) which imposes limits on the amount of debt of the Company, the Guarantor or any of the Guarantor's subsidiaries which may be outstanding at any one time (whether directly or indirectly, through satisfaction of financial ratios or otherwise). (c) The Company and the Guarantor shall have furnished to the agents the opinion or opinions of Sandor E. Samuels, General Counsel of the Company and the Guar▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ date hereof, substantially as set forth below, with such additional qualifications and exceptions as shall be acceptable to the agents and their counsel: (i) Each Subsidiary, if any, is a corporation, duly incorporated, validly existing and in good standing under the laws of the state of its incorporation, with the corporate power and authority to own its properties and to conduct its business as described in the Prospectus. (ii) Each of the Company, the Guarantor and the Subsidiaries is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction which requires such date qualification wherein it owns or leases material properties or conducts material business other than jurisdictions in which the failure to so qualify, when considered in the aggregate and not individually, would not have a material adverse effect on the Company or the Guarantor and its Subsidiaries considered as provided one enterprise. (iii) All the outstanding shares of capital stock of the Company and each Subsidiary have been duly and validly authorized and issued and are fully paid and nonassessable, and, except as otherwise set forth in the Prospectus, all outstanding shares of capital stock of the Company and the Subsidiaries are owned by the Guarantor either directly or through wholly owned subsidiaries free and clear of any perfected security interest and, to the knowledge of such counsel, after due inquiry, any other security interests, claims, liens or encumbrances. (iv) The outstanding shares of common stock of the Guarantor have been duly and validly authorized and issued and are fully paid and nonassessable. (v) Neither the issue and sale of the Notes, the compliance by the Company and the Guarantor with all the provisions of this Agreement., the Indenture, the Notes or the Guarantees, the consummation of any other of the transactions herein or therein contemplated nor the fulfillment of the terms hereof or thereof will conflict with, result in a breach of, or constitute a default under the charter or by-laws of the Company or the Guarantor or, to the knowledge of such counsel, the terms of any indenture or other agreement or instrument to which the Company or the Guarantor or any of the Guarantor's subsidiaries is a party or bound, or any order, decree, law, judgment, rule or regulation known to such counsel to be applicable to the Company or the Guarantor or any of the Guarantor's subsidiaries of any court, regulatory body, administrative agency, governm

Conditions to the Obligations of the Agents. (A) The obligations of each Agent to solicit offers to purchase the Agents under this Agreement and any Terms Agreement shall Notes pursuant to Section 1 hereof will, unless waived by such Agent expressly in writing, be subject to (i) the accuracy of the representations and warranties on the part of the Company contained made herein as of the Execution Time, each Representation Date, date hereof and as of the Commencement Date, to the accuracy of the statements of the Company's officers made in each Applicable Timecertificate furnished pursuant to the provisions hereof, (ii) to the performance and observance by the Company of all covenants and agreements herein contained on its obligations hereunder part to be performed and (iii) observed and to the following additional conditionsconditions precedent: (ai) The Prospectus, and any supplement thereto, required by Rule 424 to be filed with Prospectus as amended or supplemented (including the Commission have been filed in the manner and within the time period required by Rule 424(bPricing Supplement) with respect to any sale of Shares; each Interim Prospectus Supplement shall have been filed in the manner required by Rule 424(b) within the time period required by Rule 424(b); any other material required to be filed by the Company pursuant to Rule 433(d) under the Act, such Notes shall have been filed with the Commission pursuant to Rule 424(b) under the Act within the applicable time periods period prescribed for such filings filing by Rule 433the rules and regulations under the Act and in accordance with Section 4(a) hereof; and (ii) no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings proceeding for that purpose shall have been instituted initiated or threatenedthreatened by the Commission; and (iii) all requests for additional information on the part of the Commission shall have been complied with. (b) The Company shall have requested and caused furnished to such Agent an opinion or opinions of the counsel to the Company, dated the Commencement Date, substantially to the effect set forth in Exhibit C hereto. Any of the opinions set forth therein may be delivered by another counsel for the Company Counsel to furnish to the Agents, at the Execution Time and on every date specified in Section 4(l) of this Agreement, its written opinions, substantially similar to the form attached hereto as Annex II-A (legal opinion), Annex II-B (negative assurance letter) and Annex II-C (REIT tax opinion), dated as of such date and addressed who is reasonably satisfactory to the Agents. (c) The Agents Such Agent shall have received from ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇& Priest LLP, counsel for the AgentsAgent, at the Execution Time and on every date specified in Section 4(m) of this Agreement, such opinion or opinionsan opinion, dated as of such date and addressed to the AgentsCommencement Date, with respect to the issuance and sale of the SharesNotes, the Indenture, the Registration Statement, as amended as of the Disclosure PackageCommencement Date, the Prospectus (together with any supplement thereto) Prospectus, as amended and supplemented as of the Commencement Date, and other related matters as the Agents such Agent may reasonably require, ; and the Company shall have furnished to such counsel such documents as they may reasonably request for the purpose of enabling them to pass upon on such matters. (d) The Agents shall have received from ▇▇▇▇▇▇▇ LLP, counsel for the Company with respect to certain matters of Maryland law, at the Execution Time and on every date specified in Section 4(n) of this Agreement, such opinion or opinions, substantially similar to the form attached hereto as Annex II-D, dated as of such date and addressed to the Agents, with respect to certain Maryland law matters as the Agents may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (e) The Company shall have furnished or caused to be furnished to the Agents, at the Execution Time and on every date specified in Section 4(k) of this Agreement, Agent a certificate of the Company, signed by the chief executive officer, president or vice president any of the Company and the chief financial or chief accounting officer Chairman of the Company Board, the President or the Chief Financial Officer, dated the Commencement Date, to the effect that to the best of such person's knowledge after reasonable investigation: (i) this Agreement is substantially in the form presented to and approved by the Board of Directors of the Company; (ii) 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 with the same effect as if made at and as on the date of such date (except to the extent that such representations certificate, and warranties speak as of another date, in which case such representations and warranties shall be true and correct as of such other date); (ii) the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior as a condition to the obligations of such date; and Agent under this Agreement; (iii) since the date of the most recent financial statements included or incorporated by reference in the Prospectus, as amended and supplemented, there has been no material adverse change in the business, properties, financial condition or results of operations of the Company and its consolidated subsidiaries, taken as a whole, other than those changes reflected in or contemplated by the Prospectus, as amended and supplemented as of the date of the certificate; (iv) no stop order suspending the effectiveness of the Registration Statement has been issuedis in effect, and no proceedings for that purpose have been instituted or such purposes are pending or, to their knowledge, contemplated before or threatened by the Commission; and (v) since the date of the Prospectus, as amended and supplemented, no downgrading shall have occurred in the rating accorded the Company's debt securities by Standard & Poor's Corporation ("S&P"), ▇▇▇▇▇'▇ Investors Service, Inc. ("▇▇▇▇▇'▇"), ▇▇▇▇ & ▇▇▇▇▇▇ Credit Rating Co. ("▇▇▇▇ & ▇▇▇▇▇▇") or Fitch Investors Service, L.P. ("Fitch") and none of S&P, Moody's, ▇▇▇▇ & ▇▇▇▇▇▇ or Fitch has placed on "credit watch" or "credit review" with negative implications the Company's debt securities. (fe) At the Execution Time and on every date specified in Section 4(o) of this Agreement, the Agents ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP shall have received from BDO furnished to such Agent a letter or letters, dated such datethe Commencement Date, in form and substance satisfactory to such Agent, confirming that they are independent public accountants within the Agents containing statements and information meaning of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement Act and the ProspectusExchange Act and the respective applicable published rules and regulations thereunder. (gf) Since Subsequent to the respective dates as of which information is disclosed given in the Registration Statement and the Disclosure PackageProspectus, except as otherwise stated thereinamended and supplemented, there shall not have been (i) any downgrade or placement on "credit watch" or "credit review" as described in the certificate referred to in paragraph (A)(d)(v) of this Section 6 or (ii) any material adverse change in the business, properties, financial condition (financial or otherwise) or in the earnings, business affairs or business prospects results of operations of the Company and its Subsidiaries considered consolidated subsidiaries, taken as one enterprisea whole, whether or not arising in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package (exclusive of any amendment or supplement thereto) the effect of which iswhich, in the sole reasonable judgment of such Agent after reasonable inquiry, is to impair the Agentsmarketability of the Notes. (g) There shall not have occurred: (i)(A) a suspension or material limitation in trading in securities generally on the New York Stock Exchange, so material and adverse (B) a suspension in trading in any securities of the Company on any exchange or over- the-counter market, or (C) a general moratorium on commercial banking activities in New York declared by either Federal or New York State authorities, if the effect of any such occurrence is such as to make it impractical or inadvisable to proceed with impair, in the offering or delivery reasonable judgment of such Agent, after reasonable inquiry, the marketability of the Shares as contemplated Notes; or (ii) the outbreak or material escalation of hostilities involving the United States or the declaration by the Registration Statement (exclusive United States of a national emergency or war, if the effect of any amendment thereof) and such occurrence on the Disclosure Package (exclusive financial markets of any amendment or supplement thereto)the United States is such as to impair, in the reasonable judgment of such Agent, after reasonable inquiry, the marketability of the Notes. (h) The Company shall have paid the required Commission filing fees relating to the Shares within the time period required by Rule 456(b)(1)(i) of the Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Act and, if applicable, shall have updated the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b). (i) Between the Execution Time and the time of any sale of Shares through the Agents, there shall not have been any decrease in the rating of any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (j) FINRA shall not have raised any objection with respect to the fairness and reasonableness of the terms and arrangements under this Agreement. (k) The Shares shall have been listed and admitted and authorized for trading on the NYSE, and satisfactory evidence of such actions shall have been provided to the Agents. (l) Prior to each Settlement Date and Time of Delivery, as applicable, the Company shall have furnished to the Agents such Agent such further information, certificates and documents as such Agent may reasonably request from time to time. Any certificate signed by any officer of the Agents Company and delivered to such Agent or its counsel and delivered explicitly pursuant to the terms of this Agreement shall be deemed a representation and a warranty by the Company to such Agent as to matters covered thereby, as if set forth herein. (B) The obligations of the Purchasing Agent to purchase Notes pursuant to any Terms Agreement entered into by it pursuant to Section 1 hereof will be subject to the accuracy of the representations and warranties on the part of the Company herein as of the date of such Terms Agreement and as of the Settlement Date thereunder, to the accuracy of the statements of the Company's officers made in each certificate furnished pursuant to the provisions hereof, to the performance and observance by the Company of all covenants and agreements contained herein and in such Terms Agreement on its part to be performed and observed and to the following additional conditions precedent (which cannot be waived by the Purchasing Agent in any respect without the consent of each other Agent): (i) The Prospectus as amended or supplemented (including the Pricing Supplement) with respect to such Notes shall have been filed with the Commission pursuant to Rule 424(b) under the Act within the applicable time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 4(a) hereof; (ii) no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and (iii) all requests for additional information on the part of the Commission shall have been complied with. (b) Upon the request of any Agent, such Agent shall have received, appropriately updated and modified, (i) a certificate of the Company, dated as of the Settlement Date, to the effect set forth in Section 6(A)(d), (ii) the opinion or opinions of the counsel to the Company or such other counsel satisfactory to such Agent, dated as of the Settlement Date, to the effect set forth in Section 6(A)(b), (iii) the opinion of ▇▇▇▇ & Priest LLP, counsel for the Agent, dated as of the Settlement Date, to the effect set forth in Section 6(A)(c) and/or (iv) the letter or letters of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, dated as of the Settlement Date, to the effect set forth in Section 6(A)(e). (c) The conditions set forth in Sections 6(A)(f) and 6(A)(g) shall have been satisfied. (d) Prior to the Settlement Date, the Company shall have furnished to any Agent such further information, certificates and documents as such Agent may reasonably request. If any of the conditions specified in this Section 6 6(B) shall not have been fulfilled in all material respects when and as provided in this Agreement and in such Terms Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement and in such Terms Agreement shall not be in all material respects reasonably satisfactory in form and substance to either such Agent and counsel for its counsel, such Agent, this Terms Agreement and all obligations of the Agents hereunder any Agent thereunder may be canceled cancelled at, or at any time prior to, any the Settlement Date or Time of Delivery, as applicable, by such Agent. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile telegraph confirmed in writing. The documents required to be delivered by this Section 6 shall be delivered at the office of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, counsel for the Agents, at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, on each such date as provided in this Agreement.

Conditions to the Obligations of the Agents. The obligations of each Agent to solicit offers to purchase the Agents under this Agreement and any Terms Agreement Notes shall be subject to (i) the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time, each Representation on the Effective Date, when any supplement to the Prospectus relating to the Notes is filed with the Commission and as of each Applicable TimeClosing Date, (ii) to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and (iii) to the following additional conditions: (a) The If filing of the Prospectus, or any supplement thereto, is required pursuant to Rule 424(b), the Prospectus, and any supplement theretosuch supplement, required by Rule 424 to be filed with the Commission shall have been filed in the manner and within the time period required by Rule 424(b) with respect to any sale of Shares; each Interim Prospectus Supplement shall have been filed in the manner required by Rule 424(b) within the time period required by Rule 424(b); any other material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) The Company shall have requested and caused furnished to each Agent the opinions of ▇▇▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇, L.L.P., counsel to the Company and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq., General Counsel to furnish to for the AgentsCompany, at dated the Execution Time substantially in the forms of Exhibits D and on every date specified in Section 4(l) of this Agreement, its written opinions, substantially similar to the form attached hereto as Annex II-A (legal opinion), Annex II-B (negative assurance letter) and Annex II-C (REIT tax opinion), dated as of such date and addressed to the AgentsE hereto. (c) The Agents Each Agent shall have received from ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Agents, at the Execution Time and on every date specified in Section 4(m) of this Agreement, such opinion or opinions, dated as of such date and addressed to the AgentsExecution Time, with respect to the issuance and sale incorporation of the SharesCompany, the validity of the Indenture and the Notes, the Registration Statement, the Disclosure Package, the Prospectus (together with any supplement thereto) and other related matters as the Agents may reasonably require, and the Company shall have furnished to such counsel such documents as they may reasonably request for the purpose of enabling them to pass upon such matters. (d) The Agents shall have received from . In rendering their opinions, ▇▇▇▇▇▇▇▇ LLP& ▇▇▇▇▇▇▇▇ LLP may rely upon the opinion described above of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, counsel Esq., General Counsel for the Company with respect Company, as to certain all matters of Maryland Idaho, Montana, Nevada, Oregon and Wyoming law, at the Execution Time and on every date specified in Section 4(n) of this Agreement, such opinion or opinions, substantially similar to the form attached hereto as Annex II-D, dated as of such date and addressed to the Agents, with respect to certain Maryland law matters as the Agents may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (ed) The Company shall have furnished or caused to be furnished to the Agents, at the Execution Time and on every date specified in Section 4(k) of this Agreement, each Agent a certificate of the Company, signed by the chief executive officer, president Chief Executive Officer or vice president of the Company and President or the chief principal financial or chief accounting officer of the Company Company, dated the Execution Time, to the effect that 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 hereof with the same effect as if made at on the date hereof and as of such date (except to the extent that such representations and warranties speak as of another date, in which case such representations and warranties shall be true and correct as of such other date); (ii) the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior as a condition to such date; and the obligation of the Agents to solicit offers to purchase the Notes; (iiiii) no stop order suspending the effectiveness of the Registration Statement has been issued, issued and no proceedings for that purpose have been instituted or are pending or, to their the Company’s knowledge, contemplated by the Commission.threatened; and (fiii) At since the Execution Time and on every date specified in Section 4(o) of this Agreement, the Agents shall have received from BDO a letter dated such date, in form and substance satisfactory to the Agents containing statements and information of the type ordinarily most recent audited financial statements included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in the Registration Statement and the Prospectus. (g) Since the respective dates as of which information is disclosed in the Registration Statement and the Disclosure Package, except as otherwise stated therein, there shall not have has been no material adverse change or any development that could reasonably be expected to result in a material adverse change in the condition (financial or otherwise) or in the other), earnings, business affairs or business prospects properties of the Company and its Subsidiaries subsidiaries considered as one enterprisea whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package (exclusive of any amendment or supplement thereto) the effect of which is, in the sole judgment of the Agents, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement (exclusive of any amendment thereof) and the Disclosure Package (exclusive of any amendment or supplement thereto)Prospectus. (he) The Company At the Execution Time, Deloitte & Touche LLP shall have paid the required Commission filing fees relating furnished to each Agent a letter or letters (which may refer to letters previously delivered to the Shares within the time period required by Rule 456(b)(1)(i) Agents), dated as of the Act without regard Execution Time to the proviso therein and otherwise effect set forth in accordance with Rules 456(b) and 457(r) of the Act and, if applicable, shall have updated the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b)Exhibit C hereto. (i) Between the Execution Time and the time of any sale of Shares through the Agents, there shall not have been any decrease in the rating of any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (j) FINRA shall not have raised any objection with respect to the fairness and reasonableness of the terms and arrangements under this Agreement. (k) The Shares shall have been listed and admitted and authorized for trading on the NYSE, and satisfactory evidence of such actions shall have been provided to the Agents. (lf) Prior to each Settlement Date and Time of Delivery, as applicablethe Execution Time, the Company shall have furnished to the Agents each Agent such further information, documents and certificates and documents as the Agents may reasonably request. If any of the conditions specified in this Section 6 5 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to either Agent such Agents and counsel for such Agentthe Agents, this Agreement and all obligations of the Agents any Agent hereunder may be canceled at, or cancelled at any time prior to, any Settlement Date or Time of Delivery, as applicable, by such Agentthe Agents. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile telegraph confirmed in writing. The documents required to be delivered by this Section 6 5 shall be delivered at the office of ▇▇LeBoeuf, Lamb, ▇▇▇▇▇▇ & ▇▇▇▇▇▇, L.L.P., counsel for the Agents, at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇Company, on each such the date as provided in this Agreementhereof.

Conditions to the Obligations of the Agents. The obligations of each Agent to solicit offers to purchase the Agents under this Agreement and any Terms Agreement Notes shall be subject to (i) the accuracy in all material respects of the representations and warranties on the part of the Company contained herein in Section 1 hereof as of the Execution Time, each Representation on the Effective Date, as of the date any supplement to the Prospectus is filed with the Commission, as of the Time of Sale and as of each Applicable TimeClosing Date, (ii) to the accuracy in all material respects of the statements of the Company made in any certificates pursuant to the provisions of this Section 5, to the performance in all material respects by the Company of its obligations hereunder and (iii) to satisfaction of the following additional conditionsconditions in all material respects: (a) The If filing of the Prospectus, and or any supplement thereto, is required by pursuant to Rule 424 to be filed with 424(b), the Commission Prospectus and any such supplement, shall have been filed in the manner and within the time period required by Rule 424(b) with respect to any sale of Shares; each Interim Prospectus Supplement and shall have been filed in the manner required by Rule 424(b) within the time period required by Rule 424(b); any other material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission any Issuer Free Writing Prospectus in the manner and within the applicable time periods prescribed for such filings required by Rule 433the rules and regulations related to the Act; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened.; (b) The Company ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Group Counsel, Corporate Center and Assistant Secretary of the Company, shall have requested and caused the Company Counsel to furnish furnished to the Agents, at the Execution Time and on every date specified in Section 4(l) request of this Agreementthe Company, its her written opinions, substantially similar to the form attached hereto as Annex II-A (legal opinion), Annex II-B (negative assurance letter) and Annex II-C (REIT tax opinion), dated as of such date the Closing Date and addressed to the Agents., in form and substance reasonably satisfactory to the Agents, to the effect set forth in Exhibit C hereto; (c) The Company shall have furnished to each Agent the opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, as counsel for the Company, dated the Closing Date, to the effect set forth in Exhibit D hereto; (d) The Agents shall have received from ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel for the Agents, at the Execution Time and on every date specified in Section 4(m) of this Agreement, such opinion or opinions, dated as of such date and addressed to the AgentsClosing Date, with respect to the issuance and sale of the SharesNotes, the Indenture, the Registration Statement, the Disclosure PackageProspectus, the Prospectus (together with any supplement thereto) Disclosure Package and other related matters as the Agents may reasonably require, and the Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters. (d) The Agents shall have received from ▇▇▇▇▇▇▇ LLP, counsel for the Company with respect to certain matters of Maryland law, at the Execution Time and on every date specified in Section 4(n) of this Agreement, such opinion or opinions, substantially similar to the form attached hereto as Annex II-D, dated as of such date and addressed to the Agents, with respect to certain Maryland law matters as the Agents may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.; (e) The Company shall have furnished or caused to be furnished to the Agents, at the Execution Time and on every date specified in Section 4(k) of this Agreement, Agents a certificate of the Company, signed by the chief executive officerchairman of the board, any president or vice president of (whether or not designated by a number or word added before or after the Company title vice president) and the chief principal financial or chief accounting officer of the Company Company, dated the Closing Date, to the effect that the signers of such certificate have carefully examined the Registration Statement, the Prospectus and this Agreement and, if applicable, the Disclosure Package and that: (i) the representations and warranties in Section 1 hereof of the Company in this Agreement are true and correct as if made at in all material respects on and as of such date (except to the extent that such representations Closing Date and warranties speak as of another date, in which case such representations and warranties shall be true and correct as of such other date); (ii) the Company has substantially complied with all the agreements and substantially satisfied all the conditions on its part to be performed or satisfied at or prior as a condition to such date; and the obligation of the Agents to solicit offers to purchase the Notes; (iiiii) no stop order suspending the effectiveness of the Registration Statement has been issued, issued and no proceedings for that purpose have been instituted or are pending or, to their the Company’s knowledge, contemplated by the Commission.threatened; and (fiii) At since the Execution Time and on every date specified in Section 4(o) of this Agreement, the Agents shall have received from BDO a letter dated such date, in form and substance satisfactory to the Agents containing statements and information of the type ordinarily most recent financial statements included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement Disclosure Package and the Prospectus. (g) Since the respective dates as of which information is disclosed in the Registration Statement and the Disclosure Package, except as otherwise stated therein, there shall not have has been any no material adverse change in the condition (financial or otherwise) or in the other), earnings, business affairs or business prospects properties of the Company and its Subsidiaries considered subsidiaries, taken as one enterprisea whole, whether or not arising from transactions in the ordinary course of business, except expect as set forth in or contemplated in the Disclosure Package and the Prospectus; (f) At the Execution Time, the Company’s registered independent public accountants shall have furnished to the Agents a letter or letters (which may refer to letters previously delivered to the Agent), dated as of the Execution Time, in form and substance reasonably satisfactory to the Agents, confirming that they are independent accountants within the meaning of the Act and the Exchange Act and the respective applicable published rules and regulations thereunder and stating in effect that: (i) in their opinion the audited financial statements and financial statement schedules included or incorporated in the Registration Statement, the Disclosure Package and the Prospectus and reported on by them comply in form in all material respects with the applicable accounting requirements of the Act and the Exchange Act and the related published rules and regulations; (ii) on the basis of a reading of the amounts included or incorporated in the Registration Statement, the Disclosure Package and the Prospectus in response to Item 301 of Regulation S-K and of the latest unaudited financial statements made available by the Company and its subsidiaries; carrying out certain procedures specified by the Agents (but not an examination in accordance with generally accepted auditing standards) which would not necessarily reveal matters of significance with respect to the comments set forth in such letter; a reading of the minutes of the meetings of the stockholders, directors and executive committees of the Company and its subsidiaries; and inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company and its subsidiaries as to transactions and events subsequent to the date of the most recent audited financial statements included or incorporated in the Registration Statement, the Disclosure Package and the Prospectus, nothing came to their attention which caused them to believe that: (1) any unaudited financial statements included or incorporated in the Registration Statement, the Disclosure Package and the Prospectus do not comply in form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect to financial statements included or incorporated in quarterly reports on Form 10-Q under the Exchange Act; and said unaudited financial statements are not in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited financial statements included or incorporated in the Registration Statement, the Disclosure Package and the Prospectus; (2) with respect to the period subsequent to the date of the most recent financial statements (other than any capsule information), audited or unaudited, in or incorporated in the Registration Statement, the Disclosure Package and the Prospectus, there were any changes, at a specified date not more than five Business Days prior to the date of the letter, in the aggregate long-term debt due within one year and long-term debt (exclusive of current portion) of the Company and its consolidated subsidiaries or common stock of the Company or decreases in the net current assets or shareholders’ equity of the Company and its consolidated subsidiaries as compared with the amounts shown on the most recent consolidated balance sheet included or incorporated in the Registration Statement, the Disclosure Package and the Prospectus, or for the period from the date of the most recent financial statements included or incorporated in the Registration Statement, the Disclosure Package and the Prospectus to the date of the most recently available monthly unaudited financial information there were any amendment decreases relating to income from continuing operations, as compared with the corresponding period in the preceding year, in total revenue or supplement theretoearnings before income taxes or in the total or per share amounts of net earnings of the Company and its consolidated subsidiaries, except in all instances for changes or decreases set forth in such letter, in which case the letter shall be accompanied by an explanation by the Company as to the significance thereof unless said explanation is not deemed necessary by the Agents; or (3) the effect amounts included in any unaudited “capsule” information included or incorporated in the Registration Statement, the Disclosure Package and the Prospectus do not agree with the amounts set forth in the unaudited financial statements for the same periods or were not determined on a basis substantially consistent with that of the corresponding amounts in the audited financial statements included or incorporated in the Registration Statement, the Disclosure Package and the Prospectus; (iii) they have performed certain other procedures specified by the Agents as a result of which isthey determined that certain information of an accounting, financial or statistical nature (which is limited to accounting, financial or statistical information derived from the general accounting records of the Company and its subsidiaries) set forth in the sole judgment Registration Statement, the Disclosure Package and the Prospectus and in Exhibit 12 to the Registration Statement, including the information included or incorporated in Items 1, 2, 5, 6, 7 and 11 of the Company’s Annual Report on Form 10-K, incorporated in the Registration Statement, the Disclosure Package and the Prospectus, and the information included in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included or incorporated in the Company’s Quarterly Reports on Form 10-Q, incorporated in the Registration Statement, the Disclosure Package and the Prospectus, agrees with the accounting records of the Company and its subsidiaries, excluding any questions of legal interpretation; and (iv) if unaudited pro forma financial statements are included or incorporated in the Registration Statement, the Disclosure Package and the Prospectus, on the basis of a reading of the unaudited pro forma financial statements, carrying out certain procedures specified by the Agents, so inquiries of certain officials of the Company and the acquired company who have responsibility for financial and accounting matters, and proving the arithmetic accuracy of the application of the pro forma adjustments to the historical amounts in the pro forma financial statements, nothing came to their attention which caused them to believe that the pro forma financial statements do not comply in form in all material and adverse as to make it impractical or inadvisable to proceed respects with the offering applicable accounting requirements of Rule 11-02 of Regulation S-X or delivery that the pro forma adjustments have not been properly applied to the historical amounts in the compilation of such statements; (g) At the Shares Closing Date, the Agents shall have received from the Company’s registered independent public accountants a letter, dated as contemplated by of Closing Date and in form and substance satisfactory to the Registration Statement Agents, to the effect that they reaffirm the statements made in the letter furnished pursuant to subsection (exclusive f) of any amendment thereof) and this Section 5, except that the Disclosure Package (exclusive specified date referred to therein for the carrying out of any amendment or supplement thereto).procedures shall be a date not more than three Business Days prior to Closing Date; and (h) The Company shall have paid the required Commission filing fees relating Prior to the Shares within the time period required by Rule 456(b)(1)(i) of the Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Act and, if applicable, shall have updated the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b). (i) Between the Execution Time and the time of any sale of Shares through the Agents, there shall not have been any decrease in the rating of any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (j) FINRA shall not have raised any objection with respect to the fairness and reasonableness of the terms and arrangements under this Agreement. (k) The Shares shall have been listed and admitted and authorized for trading on the NYSE, and satisfactory evidence of such actions shall have been provided to the Agents. (l) Prior to each Settlement Date and Time of Delivery, as applicableClosing Date, the Company shall have furnished to the Agents each Agent such further information, documents, certificates and documents opinions of counsel as the Agents may reasonably request. If any of the conditions specified in this Section 6 5 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to either Agent the Agents and counsel for such Agenttheir counsel, this Agreement agreement and all obligations of the Agents any Agent hereunder may be canceled at, or at any time prior to, any Settlement Date or Time of Delivery, as applicable, by such Agent. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile telegraph confirmed in writing. The documents required to be delivered by this Section 6 5 shall be delivered at the office offices of ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Agents, at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, counsel for the AgentsChicago, at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇Illinois 60606, on each such the date as provided in this Agreementhereof.

Conditions to the Obligations of the Agents. The obligations of each Agent to solicit offers to purchase the Agents under this Agreement and any Terms Agreement Notes shall be subject to (i) the accuracy in all material respects of the representations and warranties on the part of the Company contained herein in Section 1 hereof as of the Execution Time, each Representation on the Effective Date, as of the date any supplement to the Prospectus is filed with the Commission, as of the Time of Sale and as of each Applicable TimeClosing Date, (ii) to the accuracy in all material respects of the statements of the Company made in any certificates pursuant to the provisions of this Section 5, to the performance in all material respects by the Company of its obligations hereunder and (iii) to satisfaction of the following additional conditionsconditions in all material respects: (a) The If filing of the Prospectus, and or any supplement thereto, is required by pursuant to Rule 424 to be filed with 424(b), the Commission Prospectus and any such supplement, shall have been filed in the manner and within the time period required by Rule 424(b) with respect to any sale of Shares; each Interim Prospectus Supplement and shall have been filed in the manner required by Rule 424(b) within the time period required by Rule 424(b); any other material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission any Issuer Free Writing Prospectus in the manner and within the applicable time periods prescribed for such filings required by Rule 433the rules and regulations related to the Act; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened.; (b) The Company ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq., Vice President, Associate General Counsel and Assistant Secretary of the Company, shall have requested and caused the Company Counsel to furnish furnished to the Agents, at the Execution Time and on every date specified in Section 4(l) request of this Agreementthe Company, its his written opinions, substantially similar to the form attached hereto as Annex II-A (legal opinion), Annex II-B (negative assurance letter) and Annex II-C (REIT tax opinion), dated as of such date the Closing Date and addressed to the Agents., in form and substance reasonably satisfactory to the Agents, to the effect set forth in Exhibit C hereto; (c) The Company shall have furnished to each Agent the opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, as counsel for the Company, dated the Closing Date, to the effect set forth in Exhibit D hereto; (d) The Agents shall have received from ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel for the Agents, at the Execution Time and on every date specified in Section 4(m) of this Agreement, such opinion or opinions, dated as of such date and addressed to the AgentsClosing Date, with respect to the issuance and sale of the SharesNotes, the Indenture, the Registration Statement, the Disclosure PackageProspectus, the Prospectus (together with any supplement thereto) Disclosure Package and other related matters as the Agents may reasonably require, and the Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters. (d) The Agents shall have received from ▇▇▇▇▇▇▇ LLP, counsel for the Company with respect to certain matters of Maryland law, at the Execution Time and on every date specified in Section 4(n) of this Agreement, such opinion or opinions, substantially similar to the form attached hereto as Annex II-D, dated as of such date and addressed to the Agents, with respect to certain Maryland law matters as the Agents may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.; (e) The Company shall have furnished or caused to be furnished to the Agents, at the Execution Time and on every date specified in Section 4(k) of this Agreement, Agents a certificate of the Company, signed by the chief executive officerchairman of the board, any president or vice president of (whether or not designated by a number or word added before or after the Company title vice president) and the chief principal financial or chief accounting officer of the Company Company, dated the Closing Date, to the effect that the signers of such certificate have carefully examined the Registration Statement, the Prospectus and this Agreement and, if applicable, the Disclosure Package and that: (i) the representations and warranties in Section 1 hereof of the Company in this Agreement are true and correct as if made at in all material respects on and as of such date (except to the extent that such representations Closing Date and warranties speak as of another date, in which case such representations and warranties shall be true and correct as of such other date); (ii) the Company has substantially complied with all the agreements and substantially satisfied all the conditions on its part to be performed or satisfied at or prior as a condition to such date; and the obligation of the Agents to solicit offers to purchase the Notes; (iiiii) no stop order suspending the effectiveness of the Registration Statement has been issued, issued and no proceedings for that purpose have been instituted or are pending or, to their the Company’s knowledge, contemplated by the Commission.threatened; and (fiii) At since the Execution Time and on every date specified in Section 4(o) of this Agreement, the Agents shall have received from BDO a letter dated such date, in form and substance satisfactory to the Agents containing statements and information of the type ordinarily most recent financial statements included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement Disclosure Package and the Prospectus. (g) Since the respective dates as of which information is disclosed in the Registration Statement and the Disclosure Package, except as otherwise stated therein, there shall not have has been any no material adverse change in the condition (financial or otherwise) or in the other), earnings, business affairs or business prospects properties of the Company and its Subsidiaries considered subsidiaries, taken as one enterprisea whole, whether or not arising from transactions in the ordinary course of business, except expect as set forth in or contemplated in the Disclosure Package and the Prospectus; (f) At the Execution Time, the Company’s registered independent public accountants shall have furnished to the Agents a letter or letters (which may refer to letters previously delivered to the Agent), dated as of the Execution Time, in form and substance reasonably satisfactory to the Agents, confirming that they are independent accountants within the meaning of the Act and the Exchange Act and the respective applicable published rules and regulations thereunder and stating in effect that: (i) in their opinion the audited financial statements and financial statement schedules included or incorporated in the Registration Statement, the Disclosure Package and the Prospectus and reported on by them comply in form in all material respects with the applicable accounting requirements of the Act and the Exchange Act and the related published rules and regulations; (ii) on the basis of a reading of the amounts included or incorporated in the Registration Statement, the Disclosure Package and the Prospectus in response to Item 301 of Regulation S-K and of the latest unaudited financial statements made available by the Company and its subsidiaries; carrying out certain procedures specified by the Agents (but not an examination in accordance with generally accepted auditing standards) which would not necessarily reveal matters of significance with respect to the comments set forth in such letter; a reading of the minutes of the meetings of the stockholders, directors and executive committees of the Company and its subsidiaries; and inquiries of certain officials of the Company who have responsibility for financial and accounting matters of the Company and its subsidiaries as to transactions and events subsequent to the date of the most recent audited financial statements included or incorporated in the Registration Statement, the Disclosure Package and the Prospectus, nothing came to their attention which caused them to believe that: (1) any unaudited financial statements included or incorporated in the Registration Statement, the Disclosure Package and the Prospectus do not comply in form in all material respects with applicable accounting requirements and with the published rules and regulations of the Commission with respect to financial statements included or incorporated in quarterly reports on Form 10-Q under the Exchange Act; and said unaudited financial statements are not in conformity with generally accepted accounting principles applied on a basis substantially consistent with that of the audited financial statements included or incorporated in the Registration Statement, the Disclosure Package and the Prospectus; (2) with respect to the period subsequent to the date of the most recent financial statements (other than any capsule information), audited or unaudited, in or incorporated in the Registration Statement, the Disclosure Package and the Prospectus, there were any changes, at a specified date not more than five Business Days prior to the date of the letter, in the aggregate long-term debt due within one year and long-term debt (exclusive of current portion) of the Company and its consolidated subsidiaries or common stock of the Company or decreases in the net current assets or shareholders’ equity of the Company and its consolidated subsidiaries as compared with the amounts shown on the most recent consolidated balance sheet included or incorporated in the Registration Statement, the Disclosure Package and the Prospectus, or for the period from the date of the most recent financial statements included or incorporated in the Registration Statement, the Disclosure Package and the Prospectus to the date of the most recently available monthly unaudited financial information there were any amendment decreases relating to income from continuing operations, as compared with the corresponding period in the preceding year, in total revenue or supplement theretoearnings before income taxes or in the total or per share amounts of net earnings of the Company and its consolidated subsidiaries, except in all instances for changes or decreases set forth in such letter, in which case the letter shall be accompanied by an explanation by the Company as to the significance thereof unless said explanation is not deemed necessary by the Agents; or (3) the effect amounts included in any unaudited “capsule” information included or incorporated in the Registration Statement, the Disclosure Package and the Prospectus do not agree with the amounts set forth in the unaudited financial statements for the same periods or were not determined on a basis substantially consistent with that of the corresponding amounts in the audited financial statements included or incorporated in the Registration Statement, the Disclosure Package and the Prospectus; (iii) they have performed certain other procedures specified by the Agents as a result of which isthey determined that certain information of an accounting, financial or statistical nature (which is limited to accounting, financial or statistical information derived from the general accounting records of the Company and its subsidiaries) set forth in the sole judgment Registration Statement, the Disclosure Package and the Prospectus and in Exhibit 12 to the Registration Statement, including the information included or incorporated in Items 1, 2, 5, 6, 7 and 11 of the Company’s Annual Report on Form 10-K, incorporated in the Registration Statement, the Disclosure Package and the Prospectus, and the information included in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included or incorporated in the Company’s Quarterly Reports on Form 10-Q, incorporated in the Registration Statement, the Disclosure Package and the Prospectus, agrees with the accounting records of the Company and its subsidiaries, excluding any questions of legal interpretation; and (iv) if unaudited pro forma financial statements are included or incorporated in the Registration Statement, the Disclosure Package and the Prospectus, on the basis of a reading of the unaudited pro forma financial statements, carrying out certain procedures specified by the Agents, so inquiries of certain officials of the Company and the acquired company who have responsibility for financial and accounting matters, and proving the arithmetic accuracy of the application of the pro forma adjustments to the historical amounts in the pro forma financial statements, nothing came to their attention which caused them to believe that the pro forma financial statements do not comply in form in all material and adverse as to make it impractical or inadvisable to proceed respects with the offering applicable accounting requirements of Rule 11-02 of Regulation S-X or delivery that the pro forma adjustments have not been properly applied to the historical amounts in the compilation of such statements; and (g) At the Shares Closing Date, the Agents shall have received from the Company’s registered independent public accountants a letter, dated as contemplated by of Closing Date and in form and substance satisfactory to the Registration Statement Agents, to the effect that they reaffirm the statements made in the letter furnished pursuant to subsection (exclusive f) of any amendment thereof) and this Section 5, except that the Disclosure Package (exclusive specified date referred to therein for the carrying out of any amendment or supplement thereto)procedures shall be a date not more than three Business Days prior to Closing Date. (h) The Company shall have paid the required Commission filing fees relating Prior to the Shares within the time period required by Rule 456(b)(1)(i) of the Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Act and, if applicable, shall have updated the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b). (i) Between the Execution Time and the time of any sale of Shares through the Agents, there shall not have been any decrease in the rating of any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (j) FINRA shall not have raised any objection with respect to the fairness and reasonableness of the terms and arrangements under this Agreement. (k) The Shares shall have been listed and admitted and authorized for trading on the NYSE, and satisfactory evidence of such actions shall have been provided to the Agents. (l) Prior to each Settlement Date and Time of Delivery, as applicableClosing Date, the Company shall have furnished to the Agents each Agent such further information, documents, certificates and documents opinions of counsel as the Agents may reasonably request. If any of the conditions specified in this Section 6 5 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to either Agent the Agents and counsel for such Agenttheir counsel, this Agreement agreement and all obligations of the Agents any Agent hereunder may be canceled at, or at any time prior to, any Settlement Date or Time of Delivery, as applicable, by such Agent. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile telegraph confirmed in writing. The documents required to be delivered by this Section 6 5 shall be delivered at the office offices of ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Agents, at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, counsel for the AgentsChicago, at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇Illinois 60606, on each such the date as provided in this Agreementhereof.

Conditions to the Obligations of the Agents. The obligations of the Agents each Agent under this Agreement and any Terms Agreement Placement Notice or Acceptance shall be subject to (i) the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time, each Representation Date, and as of each Applicable Time, Settlement Date and Time of Delivery, (ii) to the performance by the Company of its obligations hereunder and (iii) the following additional conditions: (a) The Prospectus, and any supplement thereto, required by Rule 424 to be filed with the Commission have been filed in the manner and within the time period required by Rule 424(b) with respect to any sale of Shares; each Interim Prospectus Supplement shall have been filed in the manner required by Rule 424(b) within the time period required by Rule 424(b)Section 3(a) of this Agreement; any other material required to be filed by the Company pursuant to Rule 433(d) under the Securities Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) The Company shall have requested and caused the Company Counsel to furnish to the Agents, at the Execution Time and on every date specified in Section 4(l) 6 of this Agreement, its written opinions, substantially similar to the form attached hereto as Annex II-A (legal opinion), Annex II-B (opinion and negative assurance letter) and Annex II-C (REIT tax opinion)statement, dated as of such date and addressed to such Agent in a form reasonably acceptable to the AgentsAgent and its counsel. (c) The Agents shall have received from ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, counsel for the Agents, at the Execution Time and on every date specified in Section 4(m) of this Agreement, such opinion or opinions, dated as of such date and addressed to the Agents, with respect to the issuance and sale of the Shares, the Registration Statement, the Disclosure Package, the Prospectus (together with any supplement thereto) and other related matters as the Agents may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (d) The Agents shall have received from ▇▇▇▇▇▇▇ LLP, counsel for the Company with respect to certain matters of Maryland law, at the Execution Time and on every date specified in Section 4(n) of this Agreement, such opinion or opinions, substantially similar to the form attached hereto as Annex II-D, dated as of such date and addressed to the Agents, with respect to certain Maryland law matters as the Agents may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (e) The Company shall have furnished or caused to be furnished to the Agentseach Agent, at the Execution Time and on every date specified in Section 4(k) 6 of this Agreement, a certificate of the Company, signed by the chief executive officer, president Chief Executive Officer or vice president of the Company President and the chief principal financial or chief accounting officer of the Company Company, dated as of such date, to the effect that the signatories of such certificate have carefully examined the Registration Statement, the Disclosure Package and any supplements or amendments thereto and this Agreement and that: (i) the representations and warranties of the Company in this Agreement are true and correct as if made at on and as of such date (except to with the extent that same effect as if made on such representations date and warranties speak as of another date, in which case such representations and warranties shall be true and correct as of such other date); (ii) the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date; and ; (iiiii) no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued, issued and no proceedings for that purpose have been instituted or are pending or, to their the Company’s knowledge, threatened; and (iii) since the date of the most recent financial statements included in the Disclosure Package, there has been no Material Adverse Effect, except as set forth in or contemplated by in the CommissionDisclosure Package. (fd) At The Company shall have requested and caused the Execution Time and Accountants to have furnished to the Agents, on every date specified in Section 4(o) 6 of this AgreementAgreement and to the extent requested by either Agent and upon reasonable advance notice in connection with any offering of the Shares, Comfort Letters (which may refer to letters previously delivered to the Agents shall have received from BDO a letter Agent), dated as of such date, in form and substance reasonably satisfactory to the Agents containing statements Agents. (e) The Company shall have requested and information caused its Chief Financial Officer to have furnished to the Agents, on every date specified in Section 6 of this Agreement and to the extent requested by either Agent in connection with any offering of the type ordinarily included in accountants’ “comfort letters” Shares, a certificate as to underwriters with respect to the financial statements and certain financial information contained included in the Registration Statement Disclosure Package, and the Prospectus, in form and substance reasonably satisfactory to the Agents. (gf) Since the respective dates as of which information is disclosed in the Registration Statement and Statement, the Disclosure Package, and the Prospectus, except as otherwise stated therein, there shall not have been any material adverse change in the condition (financial or otherwise) or in the earnings, business affairs or business prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package (exclusive of any amendment or supplement thereto) a Material Adverse Effect the effect of which is, in the sole judgment of the Agents, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement (exclusive of any amendment thereof) and or the Disclosure Package (exclusive of any amendment or supplement thereto). (hg) The Company shall have paid the required Commission filing fees relating to the Shares within the time period required by Rule 456(b)(1)(i) of the Securities Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Securities Act and, if applicable, shall have updated the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b). (i) Between the Execution Time and the time of any sale of Shares through the Agents, there shall not have been any decrease in the rating of any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (jh) FINRA shall not have raised any objection with respect to the fairness and reasonableness of the terms and arrangements under this Agreement. (ki) The Shares shall have been listed and admitted and authorized for trading on the NYSETrading Market, and satisfactory evidence of such actions shall have been provided to the Agents. (lj) Prior to each Settlement Date and Time of Delivery, as applicable, the Company shall have furnished to the Agents such further information, certificates certificates, and documents as the Agents either Agent may reasonably request. If any of the conditions specified in this Section 6 8 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to either Agent and counsel for such Agentits respective counsel, this Agreement and all obligations of the Agents hereunder may be canceled at, or at any time prior to, any Settlement Date or Time of Delivery, as applicable, by such either Agent. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile (confirmed in writing. The documents required ) or by electronic mail, with a copy to be delivered by this Section 6 shall be delivered at within one Business Day to all of the office of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, counsel for individuals from the Agents, at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, Company and the Agents set forth on each such date as provided in this Agreement.Exhibit B.

Conditions to the Obligations of the Agents. The obligations of the Agents under this Agreement and any Terms Agreement shall be subject to (i) the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time, each Representation Date, and as of each Applicable Time, (ii) to the performance by the Company of its obligations hereunder and (iii) the following additional conditions: (a) The Prospectus, and any supplement thereto, required by Rule 424 to be filed with the Commission have been filed in the manner and within the time period required by Rule 424(b) with respect to any sale of Shares; each Interim Prospectus Supplement shall have been filed in the manner required by Rule 424(b) within the time period required by Rule 424(b); any other material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) The Company shall have requested and caused the Company Counsel to furnish to the Agents, at the Execution Time and on every date specified in Section 4(l) of this Agreement, its written opinions, substantially similar to the form attached hereto as Annex II-A (legal opinion), Annex II-B (negative assurance letter) and Annex II-C (REIT tax opinion), dated as of such date and addressed to the Agents. (c) The Agents shall have received from ▇▇▇▇Ropes & ▇▇▇▇ ▇▇▇▇▇▇LLP, counsel for the Agents, at the Execution Time and on every date specified in Section 4(m) of this Agreement, such opinion or opinions, dated as of such date and addressed to the Agents, with respect to the issuance and sale of the Shares, the Registration Statement, the Disclosure Package, the Prospectus (together with any supplement thereto) and other related matters as the Agents may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (d) The Agents shall have received from ▇▇▇▇▇▇▇ LLP, counsel for the Company with respect to certain matters of Maryland law, at the Execution Time and on every date specified in Section 4(n) of this Agreement, such opinion or opinions, substantially similar to the form attached hereto as Annex II-D, dated as of such date and addressed to the Agents, with respect to certain Maryland law matters as the Agents may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (e) The Company shall have furnished or caused to be furnished to the Agents, at the Execution Time and on every date specified in Section 4(k) of this Agreement, a certificate of the Company, signed by the chief executive officer, president or vice president of the Company and the chief financial or chief accounting officer of the Company to the effect that (i) the representations and warranties of the Company in this Agreement are true and correct as if made at and as of such date (except to the extent that such representations and warranties speak as of another date, in which case such representations and warranties shall be true and correct as of such other date); (ii) the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date; and (iii) no stop order suspending the effectiveness of the Registration Statement has been issued, and no proceedings for that purpose have been instituted or are pending or, to their knowledge, contemplated by the Commission. (f) At the Execution Time and on every date specified in Section 4(o) of this Agreement, the Agents shall have received from BDO a letter dated such date, in form and substance satisfactory to the Agents 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 the Registration Statement and the Prospectus. (g) Since the respective dates as of which information is disclosed in the Registration Statement and the Disclosure Package, except as otherwise stated therein, there shall not have been any material adverse change in the condition (financial or otherwise) or in the earnings, business affairs or business prospects of the Company and its Subsidiaries subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package (exclusive of any amendment or supplement thereto) the effect of which is, in the sole judgment of the Agents, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement (exclusive of any amendment thereof) and the Disclosure Package (exclusive of any amendment or supplement thereto). (h) The Company shall have paid the required Commission filing fees relating to the Shares within the time period required by Rule 456(b)(1)(i) of the Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Act and, if applicable, shall have updated the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b). (i) Between the Execution Time and the time of any sale of Shares through the Agents, there shall not have been any decrease in the rating of any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (j) FINRA shall not have raised any objection with respect to the fairness and reasonableness of the terms and arrangements under this Agreement. (k) The Shares shall have been listed and admitted and authorized for trading on the NYSE, and satisfactory evidence of such actions shall have been provided to the Agents. (l) Prior to each Settlement Date and Time of Delivery, as applicable, the Company shall have furnished to the Agents such further information, certificates and documents as the Agents may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to either any Agent and counsel for such Agent, this Agreement and all obligations of the Agents such Agent hereunder may be canceled at, or at any time prior to, any Settlement Date or Time of Delivery, as applicable, by such Agent. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 shall be delivered at the office of Ropes & ▇▇▇▇▇ LLP, counsel for the Agents, at ▇▇▇▇ ▇▇▇▇▇▇ ▇, counsel for the Agents, at ▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇, on each such date as provided in this Agreement.

Conditions to the Obligations of the Agents. The obligations of each Agent to use its reasonable best efforts to solicit offers to purchase the Agents under this Agreement and any Terms Agreement Notes shall be subject to (i) the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time, each Representation on the Effective Date, when any supplement to the Prospectus is filed with the Commission and as of each Applicable TimeClosing Date, (ii) to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof at each such time or date, to the performance by the Company of its obligations hereunder and (iii) to the following additional conditions: (a) The If filing of the Prospectus, or any supplement thereto, is required pursuant to Rule 424(b), the Prospectus, and any supplement theretosuch supplement, required by Rule 424 to be filed with the Commission shall have been filed in the manner and within the time period required by Rule 424(b) with respect to any sale of Shares; each Interim Prospectus Supplement shall have been filed in the manner required by Rule 424(b) within the time period required by Rule 424(b); any other material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) The Company shall have requested and caused the Company Counsel to furnish to the AgentsThat, at the Execution Time and on every date specified in Section 4(l) of this AgreementTime, its written each Agent shall be furnished with the following opinions, substantially similar to dated the form attached hereto date thereof, with such changes therein as Annex II-A (legal opinion), Annex II-B (negative assurance letter) may be agreed upon by the Company and Annex II-C (REIT tax opinion), dated as the Agents with the approval of such date and addressed to the Agents. (c) The Agents shall have received from ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, counsel for the Agents, at the Execution Time and on every date specified in Section 4(m) of this Agreement, such opinion or opinions, dated as of such date and addressed to the Agents: (1) Opinion of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, with respect ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ or ▇▇▇▇▇ ▇. House, counsel to the issuance and sale of Company, substantially in the Shares, form heretofore made available to the Registration Statement, the Disclosure Package, the Prospectus (together with any supplement thereto) and other related matters as the Agents may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.Agents; (d2) The Agents shall have received from Opinion of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, of New York, New York, counsel for the Company with respect to certain matters of Maryland law, at the Execution Time and on every date specified in Section 4(n) of this Agreement, such opinion or opinions, substantially similar to the form attached hereto as Annex II-D, dated as of such date and addressed to the Agents, with respect substantially in the form heretofore made available to certain Maryland law matters as the Agents may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.Agents; (ec) The Company shall have furnished or caused to be furnished to the Agents, at the Execution Time and on every date specified in Section 4(k) of this Agreement, each Agent a certificate of the Company, signed by the chief executive officera Vice President, president Treasurer or vice president Assistant Treasurer of the Company and Company, dated the chief financial or chief accounting officer of the Company Execution Time, to the effect that the signer of such certificate has carefully examined the Registration Statement, the Prospectus, any supplement to the Prospectus and this Agreement and that: (i1) the representations and warranties of the Company in this Agreement are true and correct in all material respects on and as of the date hereof with the same effect as if made at on the date hereof and as of such date (except to the extent that such representations and warranties speak as of another date, in which case such representations and warranties shall be true and correct as of such other date); (ii) the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior as a condition to such date; and the obligation of the Agents to solicit offers to purchase the Notes; (iii2) no stop order suspending the effectiveness of the Registration Statement has been issued, issued and no proceedings for that purpose have been instituted or are pending or, to their the Company's knowledge, contemplated by the Commission.threatened; and (f3) At since the Execution Time and on every date specified in Section 4(o) of this Agreement, the Agents shall have received from BDO a letter dated such date, in form and substance satisfactory to the Agents containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the most recent financial statements and certain financial information contained included or incorporated by reference in the Registration Statement and the Prospectus. (g) Since the respective dates as of which information is disclosed in the Registration Statement and the Disclosure Package, except as otherwise stated therein, there shall not have has been any no material adverse change in the condition (financial or otherwise) or in the other), earnings, business affairs or business prospects properties of the Company and its Subsidiaries considered as one enterprisesubsidiaries, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package Prospectus. (exclusive of any amendment or supplement theretod) That the effect of which isAgents shall have received a letter from Deloitte & Touche LLP in form and substance satisfactory to them, in the sole judgment dated as of the AgentsExecution Time, so material and adverse as to make it impractical or inadvisable to proceed with (i) confirming that they are independent public accountants within the offering or delivery meaning of the Shares as contemplated Act and the applicable published rules and regulations of the Commission thereunder; (ii) stating that in their opinion the financial statements audited by them and included or incorporated by reference in the Registration Statement complied as to form in all material respects with the then applicable accounting requirements of the Commission, including applicable published rules and regulations of the Commission and (exclusive iii) covering as of any amendment thereof) and a date not more than five business days prior to the Disclosure Package (exclusive date of any amendment or supplement thereto)such letter such other matters as the Agents reasonably request. (h) The Company shall have paid the required Commission filing fees relating to the Shares within the time period required by Rule 456(b)(1)(i) of the Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Act and, if applicable, shall have updated the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b). (i) Between the Execution Time and the time of any sale of Shares through the Agents, there shall not have been any decrease in the rating of any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (j) FINRA shall not have raised any objection with respect to the fairness and reasonableness of the terms and arrangements under this Agreement. (k) The Shares shall have been listed and admitted and authorized for trading on the NYSE, and satisfactory evidence of such actions shall have been provided to the Agents. (le) Prior to each Settlement Date and Time of Delivery, as applicablethe Execution Time, the Company shall have furnished to the Agents each Agent such further information, documents, certificates and documents opinions of counsel as the Agents may reasonably request. If any of the conditions specified in this Section 6 5 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to either Agent such Agents and counsel for such Agentthe Agents, this Agreement and all obligations of the Agents any Agent hereunder may be canceled at, or at any time prior to, by the Agents without any Settlement Date or Time of Delivery, as applicable, by such Agentliability whatsoever. Notice of such cancellation shall be given to the Company in writing or by telephone or telex or facsimile transmission confirmed in writing. The documents required to be delivered by this Section 6 5 shall be delivered at the office offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇American Electric Power Service Corporation, counsel for the Agents, at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, on each such the date as provided in this Agreementhereof.

Conditions to the Obligations of the Agents. The obligations of each Agent to solicit offers to purchase the Agents under this Agreement and any Terms Agreement Notes shall be subject to (i) the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time, each Representation Date, on the Effective Date and as of each Applicable Timewhen any supplement to the Prospectus is filed with the Commission, (ii) the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, (iii) the performance by the Company of its obligations hereunder and (iiiiv) the following additional conditions: (a) The If filing of the Prospectus, or any supplement thereto, is required pursuant to Rule 424, the Prospectus, and any supplement theretosuch supplement, required by Rule 424 to be filed with the Commission shall have been filed in the manner and within the time period required by Rule 424(b) with respect to any sale of Shares; each Interim Prospectus Supplement shall have been filed in the manner required by Rule 424(b) within the time period required by Rule 424(b); any other material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433424; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) The Company shall have requested furnished to each Agent the opinion of Gould & Wilkie LLP, counsel for the Company, dated the Execution Time, ▇▇ the ▇▇▇▇▇t that: (i) The Company has been duly incorporated and caused is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, with power and authority (corporate and governmental) to own its properties and conduct its business as described in the Prospectus, as amended or supplemented, and is duly qualified to do business in each jurisdiction in which it owns or leases real property or in which the conduct of its business requires such qualification except where the failure to be so qualified, considering all such cases in the aggregate, does not involve a material risk to the business, properties, financial position or results of operations of the Company; PROVIDED, HOWEVER, that at such time, if ever, the Subsidiary constitutes 10% or more of the consolidated assets of the Company Counsel or contributes 10% or more of the consolidated net income of the Company for the then most recent 12-month period, the Agents may request that Gould & Wilkie LLP include in any written opinion to furnish them re▇▇▇▇▇d b▇ ▇▇▇▇ Section 5(b) or Section 4(k) an opinion to the Agentseffect that the Subsidiary has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, with power and authority (corporate and governmental) to own its properties and conduct its business as described in the Prospectus, as amended or supplemented, and is duly qualified to do business in each jurisdiction in which it owns or leases real property or in which the conduct of its business requires such qualification except where the failure to be so qualified, considering all such cases in the aggregate, does not involve a material risk to the business, properties, financial position or results of operations of the Company and the Subsidiary taken as a whole; and all of the outstanding shares of capital stock of the Subsidiary have been duly authorized and validly issued, are fully paid and nonassessable and are owned beneficially by the Company subject to no security interest, other encumbrance, or adverse claim. (ii) To the best of such counsel's knowledge and other than as set forth or contemplated in the Prospectus, there are no legal or governmental proceedings pending to which the Company is a party or of which any property of the Company is the subject which, if determined adversely to the Company, would individually or in the aggregate have a material adverse effect on the consolidated financial position, stockholders' equity or results of operations of the Company and its Subsidiary; and, to the best of such counsel's knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others. (iii) This Agreement has been duly authorized, executed and delivered by the Company. (iv) The Indenture has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding instrument, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, to general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) and to an implied covenant of good faith and fair dealing; and the Indenture has been duly qualified under the Trust Indenture Act. (v) The creation, issuance and sale of the Notes have been duly and validly authorized by the Company and, when issued within the limitations set forth in the applicable order or orders from the Public Service Commission of the State of New York referred to in paragraph (x) below and executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the purchasers thereof in accordance with this Agreement, the Notes will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors' rights generally, to general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) and to an implied covenant of good faith and fair dealing, and will be entitled to the benefit provided by the Indenture equally and ratably with the securities outstanding thereunder (except insofar as a sinking fund established in accordance with the provisions of the Indenture may afford additional benefit for the securities of any particular series); and the Notes and the Indenture conform as to legal matters to the descriptions thereof contained in the Registration Statement and the Prospectus. (vi) The issue and sale of the Notes and the compliance by the Company with all of the provisions of the Notes, the Indenture and this Agreement and the consummation of the transactions therein and herein contemplated (except as to compliance with any financial covenant requiring an arithmetic computation not determinable at the Execution Time as to which such counsel need express no opinion) will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or material other agreement or instrument known, as of the date of such opinion, to such counsel to which the Company is a party or by which the Company is bound or to which any of the property or assets of the Company is subject, nor will such action result in any violation of the provisions of the Company's Certificate of Incorporation, as amended, or the Bylaws of the Company or any statute or any order, rule or regulation known, as of the date of such opinion, to such counsel of any court or governmental agency or body having jurisdiction over the Company or any of its properties. (vii) No consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body having jurisdiction over the Company or any of its properties is required for the issue and sale of the Notes or the consummation by the Company of the other transactions contemplated by this Agreement or the Indenture, except such as have been obtained under the Act and the Trust Indenture Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the public offering of the Notes, and except for filings with and the order or orders from the Public Service Commission of the State of New York authorizing the issuance and sale by the Company of the Notes subject to certain conditions set forth therein, which order or orders have been obtained and, to the best knowledge of such counsel, are in full force and effect. (viii) The Registration Statement, at the Effective Date, and the Prospectus, as of the date of such opinion (except as to the financial statements and other financial or statistical data contained or incorporated by reference therein and except for that part of the Registration Statement which shall constitute the Statements of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Trustee, as to which such counsel need express no opinion) comply as to form in all material respects with all applicable requirements of the Act, and, with respect to the documents or portions thereof filed with the Commission pursuant to the Exchange Act and incorporated by reference in the Prospectus pursuant to Item 12 of Form S-3, the Exchange Act and the applicable instructions, rules and regulations of the Commission thereunder; on every the basis of information received from the Commission, at the date specified of such opinion, the Registration Statement has become effective under the Act, and, to the best knowledge of such counsel, no proceedings for a stop order with respect thereto have been instituted or are pending or threatened under Section 8 of the Act; and based on such counsel's participation in the preparation of the Registration Statement and Prospectus and its services as general counsel to the Company (but such opinion may state that such counsel did not independently check or verify the correctness of the statements made by the Company or factual information included in the Registration Statement and Prospectus, and thereby may assume the correctness thereof, except insofar as such statements or information relate to such counsel or are stated in the Registration Statement or Prospectus as having been made on their authority as experts), no facts have come to the attention of such counsel to cause them to believe, and such counsel have no reason to believe, that the Registration Statement, at the Effective Date, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading (except as to the financial statements or other financial or statistical data contained in or incorporated by reference in the Registration Statement and the Prospectus and except for that part of the Registration Statement which shall constitute the Statements of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Trustee), or that the Prospectus, as of the date of such opinion, includes an 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 (except as to the financial statements or other financial or statistical data contained in or incorporated by reference in the Registration Statement and the Prospectus). (ix) The Company is not subject to the provisions of the Public Utility Holding Company Act of 1935, except Section 4(l9(a)(2) thereof; and the Company's gas distribution activities are exempt from the Natural Gas Act. (x) The Public Service Commission of the State of New York has issued an appropriate order or orders with respect to the issuance and sale of the Notes in accordance with this Agreement; to the best knowledge of such counsel, such order or orders are still in full force and effect; the issuance and sale of the Notes in accordance with this Agreement and subject to the limitations set forth in such orders will conform with the terms of such order or orders. As to factual matters (including relating to the Company's financial condition) included in said opinion, such counsel may rely upon certificates of public officials as of a recent date, the warranties and representations of the Company set forth in this Agreement, and certificates of the Company made pursuant to the provisions of this Agreement, its written opinions, substantially similar to the form attached hereto as Annex II-A (legal opinion), Annex II-B (negative assurance letter) and Annex II-C (REIT tax opinion), dated as of such date and addressed to the Agents. (c) The Agents Each Agent shall have received from ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇Pillsbury Winthrop LLP, counsel for the Agents, at an opinion, dated the Execution Time and on every date specified in Section 4(m) of this Agreement, such opinion or opinions, dated as of such date and addressed to the AgentsTime, with respect to the issuance and sale of the SharesNotes, the Indenture, the Registration Statement, the Disclosure Package, the Prospectus (together with any supplement thereto) and other related matters as the Agents may reasonably require, and the Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters. (d) The Agents shall have received from ▇▇▇▇▇▇▇ LLP, counsel for the Company with respect to certain matters of Maryland law, at the Execution Time and on every date specified in Section 4(n) of this Agreement, such opinion or opinions, substantially similar to the form attached hereto as Annex II-D, dated as of such date and addressed to the Agents, with respect to certain Maryland law matters as the Agents may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (e) The Company shall have furnished or caused to be furnished to the Agents, at the Execution Time and on every date specified in Section 4(k) of this Agreement, each Agent a certificate of the Company, signed by the chief executive officer, president or vice president any of the Company and the chief financial or chief accounting officer Chairman of the Company Board, the President and Chief Executive Officer, any Vice President having responsibilities for financial matters, the Controller or the Treasurer of the Company, dated the Execution Time, to the effect that the signer of such certificate has carefully examined the Registration Statement, the Prospectus, any supplement to the Prospectus and this Agreement and that: (i) the The representations and warranties of the Company in this Agreement are true and correct as if made at in all material respects and as of such date (except to the extent that such representations and warranties speak as of another date, in which case such representations and warranties shall be true and correct as of such other date); (ii) the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior as a condition to such date; and the obligation of the Agents to solicit offers to purchase the Notes. (iiiii) no No stop order suspending the effectiveness of the Registration Statement has been issued, issued and no proceedings for that purpose have been instituted or are pending or, to their the Company's knowledge, contemplated by the Commissionthreatened. (f1) At Neither the Execution Time Company nor its Subsidiary has sustained since the date of the latest audited financial statements included or incorporated by reference in the Registration Statement and the Prospectus, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, which has had or is reasonably likely to have a material adverse effect on every the financial position, stockholders' equity or results of operations of the Company and its Subsidiary taken as a whole, otherwise than as set forth or contemplated in the Registration Statement and the Prospectus and (2) since the respective dates as of which information is given in the Registration Statement and the Prospectus, there has not been any change in the capital stock (other than pursuant to any stock purchase, dividend reinvestment, savings, bonus, incentive, or similar plan, conversions of convertible securities into common stock, or shares of capital stock issued or to be issued by the Subsidiary pursuant to one or more subscription agreements in effect between the Subsidiary and the Company at the date specified hereof), or long-term debt (other than as a result of the defeasance on November 6, 2001 of the Indenture of Mortgage under which its First Mortgage Bonds were issued, normal amortization of debt premium and discount, bank or finance company borrowings and repayments in Section 4(othe ordinary course, or additional issuances or repurchases of commercial paper) of this Agreementthe Company or its Subsidiary or any material adverse change, the Agents shall have received from BDO or any development involving a letter dated such dateprospective material adverse change, in form and substance satisfactory to or affecting the Agents containing statements and information general affairs, management, financial position, stockholders' equity or results of operations of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements Company and certain financial information contained its Subsidiary taken as a whole, otherwise than as set forth or contemplated in the Registration Statement and the Prospectus. (ge) Since At the respective dates Execution Time, PricewaterhouseCoopers LLP shall have furnished to each Agent a letter, dated as of which information is disclosed in the Registration Statement and the Disclosure Package, except as otherwise stated therein, there shall not have been any material adverse change in the condition (financial or otherwise) or in the earnings, business affairs or business prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package (exclusive of any amendment or supplement thereto) the effect of which isExecution Time, in the sole judgment of form and substance satisfactory to the Agents, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement (exclusive of any amendment thereof) and the Disclosure Package (exclusive of any amendment or supplement thereto). (h) The Company shall have paid the required Commission filing fees relating to the Shares within the time period required by Rule 456(b)(1)(i) of the Act without regard to the proviso therein and otherwise stating in accordance with Rules 456(b) and 457(r) of the Act and, if applicable, shall have updated the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b).effect that: (i) Between the Execution Time and the time of any sale of Shares through the Agents, there shall not have been any decrease in the rating of any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (j) FINRA shall not have raised any objection They are independent accountants with respect to the fairness and reasonableness Company within the meaning of the terms Act and arrangements under this Agreementthe applicable published rules and regulations thereunder. (kii) The Shares shall have been listed In their opinion the financial statements and admitted schedules of the Company included in the Company's Annual Report on Form 10-K for the year ended December 31, 2001, which are incorporated by reference in the Prospectus and authorized for trading on examined by such firm, comply as to form in all material respects with the NYSEapplicable accounting requirements of the Act and the Exchange Act, and satisfactory evidence of such actions shall have been provided to the Agentsrespective published rules and regulations thereunder. (liii) Prior to each Settlement Date and Time On the basis of Delivery, as applicable, the Company shall have furnished to the Agents such further information, certificates and documents as the Agents may reasonably request. If any of the conditions specified procedures (but not an audit in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to either Agent and counsel for such Agent, this Agreement and all obligations of the Agents hereunder may be canceled at, or at any time prior to, any Settlement Date or Time of Delivery, as applicable, by such Agent. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 shall be delivered at the office of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, counsel for the Agents, at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, on each such date as provided in this Agreement.accordance with generally accepted auditing standards) co

Conditions to the Obligations of the Agents. The obligations of each Agent to solicit offers to purchase the Agents under this Agreement and any Terms Agreement Notes shall be subject to (i) the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time, each Representation on the Effective Date, when any supplement to the Prospectus is filed with the Commission and as of each Applicable TimeClosing Date, (ii) to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and (iii) to the following additional conditions: (a) The If filing of the Prospectus, or any supplement thereto, is required pursuant to Rule 424(b), the Prospectus, and any supplement theretosuch supplement, required by Rule 424 to be filed with the Commission shall have been filed in the manner and within the time period required by Rule 424(b) with respect to any sale of Shares; each Interim Prospectus Supplement shall have been filed in the manner required by Rule 424(b) within the time period required by Rule 424(b); any other material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) The Company shall have requested and caused furnished to each Agent the Company Counsel to furnish to opinion of Jone▇, ▇▇y, Reav▇▇ & ▇ogu▇, ▇▇unsel for the AgentsCompany, at dated the Execution Time and on every date specified Time, in Section 4(l) of this Agreement, its written opinions, substantially similar to the form attached hereto as Annex Schedule II-A , and the opinion of the General Counsel of the Company, in substantially the form attached hereto as Schedule II. In rendering such opinions, Jone▇, ▇▇y, Reav▇▇ ▇▇▇ Pogu▇ ▇▇▇ the General Counsel may rely (legal opinion)A) as to matters involving the application of laws of any jurisdiction other than the States of Delaware and Ohio or the United States, Annex II-B (negative assurance letter) and Annex II-C (REIT tax opinion), dated as of such date and addressed to the Agentsextent deemed proper and specified in such opinion, upon the opinion of other counsel of good standing believed to be reliable and who are satisfactory to counsel for the Agent and (B) as to matters of fact, to the extent deemed proper, on certificates of responsible officers of the Company and public officials. References to the Prospectus in this paragraph (b) include any supplements thereto at the date such opinion is rendered. (c) The Agents Each Agent shall have received from Crav▇▇▇, ▇▇▇ai▇▇ & ▇▇▇▇▇oor▇, counsel for the Agents, at the Execution Time and on every date specified in Section 4(m) of this Agreement, such opinion or opinions, dated as of such the date and addressed to the Agentshereof, with respect to the issuance and sale of the SharesNotes, the Indenture, the Registration Statement, the Disclosure Package, the Prospectus (together with any supplement thereto) and other related matters as the Agents may reasonably require, and the Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters. (d) The Agents shall have received from ▇▇▇▇▇▇▇ LLP, counsel for the Company with respect to certain matters of Maryland law, at the Execution Time and on every date specified in Section 4(n) of this Agreement, such opinion or opinions, substantially similar to the form attached hereto as Annex II-D, dated as of such date and addressed to the Agents, with respect to certain Maryland law matters as the Agents may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (e) The Company shall have furnished or caused to be furnished to the Agents, at the Execution Time and on every date specified in Section 4(k) of this Agreement, each Agent a certificate of the Company, signed by the chief executive officer, president or vice president Chairman of the Company Board, the President or any Vice President and the chief principal financial or chief accounting officer of the Company Company, dated the Execution Time, to the effect that to the best of their knowledge based upon reasonable investigation: (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 hereof with the same effect as if made at on the date hereof and as of such date (except to the extent that such representations and warranties speak as of another date, in which case such representations and warranties shall be true and correct as of such other date); (ii) the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior as a condition to such date; and the obligation of the Agents to solicit offers to purchase the Notes; (iiiii) no stop order suspending the effectiveness of the Registration Statement has been issued, issued and no 13 13 proceedings for that purpose have been instituted or are pending or, to their the Company's knowledge, contemplated by the Commission.threatened; and (fiii) At since the Execution Time and on every date specified in Section 4(o) of this Agreement, the Agents shall have received from BDO a letter dated such date, in form and substance satisfactory to the Agents containing statements and information of the type ordinarily most recent financial statements included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement and the Prospectus. Prospectus (g) Since the respective dates as exclusive of which information is disclosed in the Registration Statement and the Disclosure Package, except as otherwise stated thereinany supplement thereto), there shall not have has been any no material adverse change in the condition (financial or otherwise) or in the other), earnings, business affairs or business prospects properties of the Company and its Subsidiaries considered consolidated subsidiaries taken as one enterprisea whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package Prospectus (exclusive of any amendment or supplement thereto) the effect of which is, in the sole judgment of the Agents, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement (exclusive of any amendment thereof) and the Disclosure Package (exclusive of any amendment or supplement thereto). (he) The Company At the Execution Time, Price Waterhouse LLP shall have paid the required Commission filing fees relating furnished to each Agent a letter or letters (which may refer to letters previously delivered to the Shares Agents), dated as of the Execution Time, in form and substance satisfactory to the Agents, confirming that they are independent accountants within the time period required by Rule 456(b)(1)(i) meaning of the Act without regard to and the proviso therein Exchange Act and otherwise the respective applicable published rules and regulations thereunder and stating in accordance with Rules 456(b) and 457(r) of the Act and, if applicable, shall have updated the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b).effect that: (i) Between in their opinion the Execution Time audited financial statements, financial statement schedules and pro forma financial statements, if any, included or incorporated in the Registration Statement and the time of any sale of Shares through Prospectus and reported on by them comply in form in all material respects with the Agents, there shall not have been any decrease in the rating of any applicable accounting requirements of the Company’s debt securities by any “nationally recognized statistical rating organization” Act and the Exchange Act and the related published rules and regulations; (as defined for purposes of Rule 436(gii) under on the Act) or any notice given of any intended or potential decrease in any such rating or basis of a possible change in any such rating that does not indicate the direction reading of the possible change. latest unaudited financial statements made available by the Company and its subsidiaries; their performance of the procedures specified by the American Institute of Certified Public Accountants for the review of interim financial information as described in SAS No. 71, Interim Financial Information; carrying out certain specified procedures (jbut not an examination in accordance with generally accepted auditing standards) FINRA shall which would not have raised any objection necessarily reveal matters of significance with respect to the fairness and reasonableness comments set forth in such letter; a reading of the terms minutes of the meetings of the stockholders and arrangements under this Agreement. directors (kincluding committees) The Shares shall of the Company and the Subsidiaries; and inquiries of certain officials of the Company who have been listed responsibility for financial and admitted accounting matters of the Company and authorized for trading on the NYSE, its subsidiaries as to transactions and satisfactory evidence of such actions shall have been provided events subsequent to the Agents. (l) Prior to each Settlement Date and Time of Delivery, as applicable, the Company shall have furnished to the Agents such further information, certificates and documents as the Agents may reasonably request. If any date of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to either Agent and counsel for such Agent, this Agreement and all obligations of the Agents hereunder may be canceled at, or at any time prior to, any Settlement Date or Time of Delivery, as applicable, by such Agent. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 shall be delivered at the office of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, counsel for the Agents, at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, on each such date as provided in this Agreement.most recent

Conditions to the Obligations of the Agents. The obligations of the Agents under this Agreement and any Terms Agreement shall be subject to (i) the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time, each Representation Date, and as of each Applicable Time, (ii) to the performance by the Company of its obligations hereunder and (iii) the following additional conditions: (a) The Prospectus, and any supplement thereto, required by Rule 424 to be filed with the Commission have been filed in the manner and within the time period required by Rule 424(b) with respect to any sale of Shares; each Interim Prospectus Supplement shall have been filed in the manner required by Rule 424(b) within the time period required by Rule 424(b); any other material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) The Company shall have requested and caused the Company Counsel to furnish to the Agents, at the Execution Time and on every date specified in Section 4(l) of this Agreement, its written opinions, substantially similar to the form attached hereto as Annex II-A (legal opinion), Annex II-B (negative assurance letter) and Annex II-C (REIT tax opinion), dated as of such date and addressed to the Agents. (c) The Agents shall have received from ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, counsel for the Agents, at the Execution Time and on every date specified in Section 4(m) of this Agreement, such opinion or opinions, dated as of such date and addressed to the Agents, with respect to the issuance and sale of the Shares, the Registration Statement, the Disclosure Package, the Prospectus (together with any supplement thereto) and other related matters as the Agents may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (d) The Agents shall have received from ▇▇▇▇▇▇▇ LLP, counsel for the Company with respect to certain matters of Maryland law, at the Execution Time and on every date specified in Section 4(n) of this Agreement, such opinion or opinions, substantially similar to the form attached hereto as Annex II-D, dated as of such date and addressed to the Agents, with respect to certain Maryland law matters as the Agents may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (e) The Company shall have furnished or caused to be furnished to the Agents, at the Execution Time and on every date specified in Section 4(k) of this Agreement, a certificate of the Company, signed by the chief executive officer, president or vice president of the Company and the chief financial or chief accounting officer of the Company to the effect that (i) the representations and warranties of the Company in this Agreement are true and correct as if made at and as of such date (except to the extent that such representations and warranties speak as of another date, in which case such representations and warranties shall be true and correct as of such other date); (ii) the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date; and (iii) no stop order suspending the effectiveness of the Registration Statement has been issued, and no proceedings for that purpose have been instituted or are pending or, to their knowledge, contemplated by the Commission. (f) At the Execution Time and on every date specified in Section 4(o) of this Agreement, the Agents shall have received from BDO a letter dated such date, in form and substance satisfactory to the Agents 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 the Registration Statement and the Prospectus. (g) Since the respective dates as of which information is disclosed in the Registration Statement and the Disclosure Package, except as otherwise stated therein, there shall not have been any material adverse change in the condition (financial or otherwise) or in the earnings, business affairs or business prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package (exclusive of any amendment or supplement thereto) the effect of which is, in the sole judgment of the Agents, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement (exclusive of any amendment thereof) and the Disclosure Package (exclusive of any amendment or supplement thereto). (h) The Company shall have paid the required Commission filing fees relating to the Shares within the time period required by Rule 456(b)(1)(i) of the Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Act and, if applicable, shall have updated the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b). (i) Between the Execution Time and the time of any sale of Shares through the Agents, there shall not have been any decrease in the rating of any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (j) FINRA shall not have raised any objection with respect to the fairness and reasonableness of the terms and arrangements under this Agreement. (k) The Shares shall have been listed and admitted and authorized for trading on the NYSE, and satisfactory evidence of such actions shall have been provided to the Agents. (l) Prior to each Settlement Date and Time of Delivery, as applicable, the Company shall have furnished to the Agents such further information, certificates and documents as the Agents may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to either any Agent and counsel for such Agent, this Agreement and all obligations of the Agents such Agent hereunder may be canceled at, or at any time prior to, any Settlement Date or Time of Delivery, as applicable, by such Agent. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 shall be delivered at the office of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, counsel for the Agents, at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, on each such date as provided in this Agreement.

Conditions to the Obligations of the Agents. The obligations of each Agent to solicit offers to purchase the Agents under this Agreement and any Terms Agreement Notes shall be subject to (i) the accuracy in all material respects of the representations and warranties on the part of the Company contained herein in Section 1 hereof as of the Execution Time, Effective Date and as of each Representation Date, and as to the accuracy in all material respects of each Applicable Timethe statements of the Company made in any certificates pursuant to the provisions of this Section 5, (ii) to the performance in all material respects by the Company of its obligations hereunder and (iii) to satisfaction of the following additional conditionsconditions in all material respects: (a) The If filing of the Prospectus, and or any supplement thereto, is required by pursuant to Rule 424 to be filed with 424(b), the Commission Prospectus and any such supplement, shall have been filed in the manner and within the time period required by Rule 424(b) with respect to any sale of Shares; each Interim Prospectus Supplement and shall have been filed in the manner required by Rule 424(b) within the time period required by Rule 424(b); any other material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission any Issuer Free Writing Prospectus in the manner and within the applicable time periods prescribed for such filings required by Rule 433the rules and regulations related to the Act; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened.; (b) The Company shall have requested and caused furnished to each Agent the Company Counsel to furnish opinion of counsel for the Company, dated the Execution Time, , with respect to the Agentsissuance and sale of the Notes, at the Execution Time Indenture, the Registration Statement, the Prospectus and on every date specified in Section 4(l) of this Agreement, its written opinions, substantially similar to other related matters as the form attached hereto as Annex II-A (legal opinion), Annex II-B (negative assurance letter) and Annex II-C (REIT tax opinion), dated as of such date and addressed to the Agents.Agents may reasonably require; (c) The Agents shall have received from ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel for the Agents, at the Execution Time and on every date specified in Section 4(m) of this Agreement, such opinion or opinions, dated as of such date and addressed to the AgentsExecution Time, with respect to the issuance and sale of the SharesNotes, the Indenture, the Registration Statement, the Disclosure Package, the Prospectus (together with any supplement thereto) and other related matters as the Agents may reasonably require, and the Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters.; (d) The Agents shall have received from ▇▇▇▇▇▇▇ LLP, counsel for the Company with respect to certain matters of Maryland law, at the Execution Time and on every date specified in Section 4(n) of this Agreement, such opinion or opinions, substantially similar to the form attached hereto as Annex II-D, dated as of such date and addressed to the Agents, with respect to certain Maryland law matters as the Agents may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (e) The Company shall have furnished or caused to be furnished to the Agents, at the Execution Time and on every date specified in Section 4(k) of this Agreement, Agents a certificate of the Company, signed by the chief executive officerchairman of the board, the president or any vice president of (whether or not designated by a number or word added before or after the Company title vice president) and the chief principal financial or chief accounting officer of the Company Company, dated the Execution Time, to the effect that the signers of such certificate have carefully examined the Registration Statement, the Prospectus and this Agreement and, if applicable, the Time of Sale Prospectus and that: (i) the representations and warranties in Section 1 hereof of the Company in this Agreement are true and correct in all material respects on and as of the date hereof with the same effect as if made at on the date hereof and as of such date (except to the extent that such representations and warranties speak as of another date, in which case such representations and warranties shall be true and correct as of such other date); (ii) the Company has substantially complied with all the agreements and substantially satisfied all the conditions on its part to be performed or satisfied at or prior as a condition to such date; and the obligation of the Agents to solicit offers to purchase the Notes; (iiiii) no stop order suspending the effectiveness of the Registration Statement has been issued, issued and no proceedings for that purpose have been instituted or are pending or, to their the Company’s knowledge, contemplated by threatened; and the Commission.Company has not received from the Commission any notice pursuant to Rule 401(g)(2) under the Act objecting to use of the automatic shelf registration statement form; and (fiii) At since the Execution Time date of the most recent financial statements included in the Prospectus, there has been no material adverse change, or any development that would result in a material adverse change, in the business, results of operations or financial condition of the Company and on every date specified its subsidiaries, considered as one entity except as set forth in Section 4(oor contemplated in the Prospectus; (e) of this Agreement, The Company’s registered independent public accountants shall have furnished to the Agents shall have received from BDO a letter or letters (which may refer to letters previously delivered to the Agents), dated such dateas of the Time of Sale and Closing Date, in form and substance reasonably satisfactory to the Agents Agents, (1) confirming that they are independent accountants with respect to the Company and its subsidiaries as required by the Securities Act and the rules and regulations of the Commission thereunder and (2) with respect to the accounting, financing, or statistical information (which is limited to accounting, financial or statistical information derived from the general accounting records of the Company) contained in the Registration Statement or Prospectus or incorporated by reference therein, and containing statements and information of the type ordinarily included in accountants’ SAS 72 letters, as amended by SAS 86, “comfort lettersComfort Letters” to underwriters underwriters, with respect to the financial statements and certain financial information contained in or incorporated by reference into the Registration Statement and the Prospectus.; (gf) Since the respective dates as of which information is disclosed in the Registration Statement and the Disclosure Package, except as otherwise stated therein, there shall not have been any material adverse change in the condition (financial or otherwise) or in the earnings, business affairs or business prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package (exclusive of any amendment or supplement thereto) the effect of which is, in the sole judgment of the Agents, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement (exclusive of any amendment thereof) and the Disclosure Package (exclusive of any amendment or supplement thereto). (h) The Company shall have paid the required Commission filing fees relating “Prior to the Shares within the time period required by Rule 456(b)(1)(i) of the Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Act and, if applicable, shall have updated the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b). (i) Between the Execution Time and the time of any sale of Shares through the Agents, there shall not have been any decrease in the rating of any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (j) FINRA shall not have raised any objection with respect to the fairness and reasonableness of the terms and arrangements under this Agreement. (k) The Shares shall have been listed and admitted and authorized for trading on the NYSE, and satisfactory evidence of such actions shall have been provided to the Agents. (l) Prior to each Settlement Date and Time of Delivery, as applicableTime, the Company shall have furnished to the Agents each Agent such further information, documents, certificates and documents opinions of counsel as the Agents may reasonably request. If any of the conditions specified in this Section 6 5 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to either Agent the Agents and counsel for such Agenttheir counsel, this Agreement agreement and all obligations of the Agents any Agent hereunder may be canceled at, or at any time prior to, any Settlement Date or Time of Delivery, as applicable, by such Agent. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile telegraph confirmed in writing. The documents required to be delivered by this Section 6 5 shall be delivered at the office of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel for the Agents, at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, on each such the date as provided in this Agreementhereof.

Conditions to the Obligations of the Agents. The obligations of each Agent to use its reasonable best efforts to solicit offers to purchase the Agents under this Agreement and any Terms Agreement Notes shall be subject to (i) the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time, each Representation on the Effective Date, when any supplement to the Prospectus is filed with the Commission and as of each Applicable TimeClosing Date, (ii) to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof at each such time or date, to the performance by the Company of its obligations hereunder and (iii) to the following additional conditions: (a) The If filing of the Prospectus, or any supplement thereto, is required pursuant to Rule 424(b), the Prospectus, and any supplement theretosuch supplement, required by Rule 424 to be filed with the Commission shall have been filed in the manner and within the time period required by Rule 424(b) with respect to any sale of Shares; each Interim Prospectus Supplement shall have been filed in the manner required by Rule 424(b) within the time period required by Rule 424(b); any other material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) The Company shall have requested and caused the Company Counsel to furnish to the AgentsThat, at the Execution Time and on every date specified in Section 4(l) of this AgreementTime, its written each Agent shall be furnished with the following opinions, substantially similar to dated the form attached hereto date thereof, with such changes therein as Annex II-A (legal opinion)may be agreed upon by the Company and the Agents with the approval of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, Annex II-B (negative assurance letter) and Annex II-C (REIT tax opinion), dated as of such date and addressed counsel to the Agents.: (c1) The Agents shall have received from ▇Opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, counsel for the Agents, at the Execution Time and on every date specified in Section 4(m) of this Agreement, such opinion or opinions, dated as of such date and addressed to the Agents, with respect to the issuance and sale of the Shares, the Registration Statement, the Disclosure Package, the Prospectus (together with any supplement thereto) and other related matters as the Agents may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (d) The Agents shall have received from ▇ & ▇▇▇▇▇▇▇▇ LLP, of New York, New York, counsel for to the Company with respect to certain matters of Maryland law, at the Execution Time and on every date specified in Section 4(n) of this Agreement, such opinion or opinionsCompany, substantially similar in the form heretofore made available to the form attached hereto as Annex II-DAgents; (2) Opinion of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP, dated as of such date and addressed New York, New York, counsel to the Agents, with respect substantially in the form heretofore made available to certain Maryland law matters as the Agents may reasonably requireAgents; (3) Opinion of an attorney employed by American Electric Power Service Corporation, and substantially in the Company shall have furnished form heretofore made available to such counsel such documents as they request for the purpose of enabling them to pass upon such mattersAgents. (ec) The Company shall have furnished or caused to be furnished to the Agents, at the Execution Time and on every date specified in Section 4(k) of this Agreement, each Agent a certificate of the Company, signed by the chief executive officera Vice President, president Treasurer or vice president Assistant Treasurer of the Company and Company, dated the chief financial or chief accounting officer of the Company Execution Time, to the effect that the signer of such certificate has carefully examined the Registration Statement, the Prospectus, any supplement to the Prospectus and this Agreement and that: (i1) the representations and warranties of the Company in this Agreement are true and correct in all material respects on and as of the date hereof with the same effect as if made at on the date hereof and as of such date (except to the extent that such representations and warranties speak as of another date, in which case such representations and warranties shall be true and correct as of such other date); (ii) the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior as a condition to such date; and the obligation of the Agents to solicit offers to purchase the Notes; (iii2) no stop order suspending the effectiveness of the Registration Statement has been issued, issued and no proceedings for that purpose have been instituted or are pending or, to their the Company's knowledge, contemplated by the Commission.threatened; and (f3) At since the Execution Time and on every date specified in Section 4(o) of this Agreement, the Agents shall have received from BDO a letter dated such date, in form and substance satisfactory to the Agents containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the most recent financial statements and certain financial information contained included or incorporated by reference in the Registration Statement and the Prospectus. (g) Since the respective dates as of which information is disclosed in the Registration Statement and the Disclosure Package, except as otherwise stated therein, there shall not have has been any no material adverse change in the condition (financial or otherwise) or in the other), earnings, business affairs or business prospects properties of the Company and its Subsidiaries considered as one enterprisesubsidiaries, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package Prospectus. (exclusive of any amendment or supplement theretod) That the effect of which isAgents shall have received a letter from Deloitte & Touche LLP in form and substance satisfactory to them, in the sole judgment dated as of the AgentsExecution Time, so material and adverse as to make it impractical or inadvisable to proceed with (i) confirming that they are independent public accountants within the offering or delivery meaning of the Shares as contemplated Act and the applicable published rules and regulations of the Commission thereunder; (ii) stating that in their opinion the financial statements audited by them and included or incorporated by reference in the Registration Statement complied as to form in all material respects with the then applicable accounting requirements of the Commission, including applicable published rules and regulations of the Commission and (exclusive iii) covering as of any amendment thereof) and a date not more than five business days prior to the Disclosure Package (exclusive date of any amendment or supplement thereto)such letter such other matters as the Agents reasonably request. (h) The Company shall have paid the required Commission filing fees relating to the Shares within the time period required by Rule 456(b)(1)(i) of the Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Act and, if applicable, shall have updated the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b). (i) Between the Execution Time and the time of any sale of Shares through the Agents, there shall not have been any decrease in the rating of any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (j) FINRA shall not have raised any objection with respect to the fairness and reasonableness of the terms and arrangements under this Agreement. (k) The Shares shall have been listed and admitted and authorized for trading on the NYSE, and satisfactory evidence of such actions shall have been provided to the Agents. (le) Prior to each Settlement Date and Time of Delivery, as applicablethe Execution Time, the Company shall have furnished to the Agents each Agent such further information, documents, certificates and documents opinions of counsel as the Agents may reasonably request. If any of the conditions specified in this Section 6 5 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to either Agent such Agents and counsel for such Agentthe Agents, this Agreement and all obligations of the Agents any Agent hereunder may be canceled at, or at any time prior to, by the Agents without any Settlement Date or Time of Delivery, as applicable, by such Agentliability whatsoever. Notice of such cancellation shall be given to the Company in writing or by telephone or telex or facsimile transmission confirmed in writing. The documents required to be delivered by this Section 6 5 shall be delivered at the office offices of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇American Electric Power Service Corporation, counsel for the Agents, at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, on each such the date as provided in this Agreementhereof.

Conditions to the Obligations of the Agents. The obligations of each of the Agents under this Agreement and any Terms Agreement shall be subject to (i) the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time, each Representation Date, and as of each Applicable Time, (ii) to the performance by the Company of its obligations hereunder and (iii) the following additional conditions: (a) The Prospectus, and any supplement thereto, required by Rule 424 to be filed with the Commission have been filed in the manner and within the time period required by Rule 424(b) with respect to any sale of Shares; each Interim Prospectus Supplement shall have been filed in the manner required by Rule 424(b) within the time period required by Rule 424(b); any other material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) The Company shall have requested and caused the Company Counsel to furnish to the Agents, at the Execution Time and on every date specified in Section 4(l) of this Agreement, its written opinions, substantially similar to the form attached hereto as Annex II-A (legal opinion), Annex II-B (negative assurance letter) and Annex II-C (REIT tax opinion), dated as of such date and addressed to the Agents; and the Company shall have requested and caused the 1940 Act Counsel to furnish to the Agents, on every date specified in Section 4(l) of this Agreement, its written opinions, substantially similar to the form attached hereto as Annex II-D (Investment Company Act of 1940 opinion), dated as of such date and addressed to the Agents. (c) The Agents shall have received from ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇Blank Rome LLP, counsel for the Agents, at the Execution Time and on every date specified in Section 4(m) of this Agreement, such opinion or opinions, dated as of such date the Execution Time and addressed to the Agents, with respect to the issuance and sale of the Shares, the Registration Statement, the Disclosure Package, the Prospectus (together with any supplement thereto) and other related matters as the Agents may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (d) The Agents shall have received from ▇▇▇▇▇▇▇ LLP, counsel for the Company with respect to certain matters of Maryland law, at the Execution Time and on every date specified in Section 4(n) of this Agreement, such opinion or opinions, substantially similar to the form attached hereto as Annex II-D, dated as of such date and addressed to the Agents, with respect to certain Maryland law matters as the Agents may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (e) The Company shall have furnished or caused to be furnished to the Agents, at the Execution Time and on every date specified in Section 4(k) of this Agreement, a certificate of the Company, signed by the chief executive officer, president or vice president of the Company and the chief financial or chief accounting officer of the Company to the effect that (i) the representations and warranties of the Company in this Agreement are true and correct as if made at and as of such date (except to the extent that such representations and warranties speak as of another date, in which case such representations and warranties shall be true and correct as of such other date); (ii) the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date; and (iii) no stop order suspending the effectiveness of the Registration Statement has been issued, and no proceedings for that purpose have been instituted or are pending or, to their knowledge, contemplated by the Commission. (fe) At the Execution Time and on On every date specified in Section 4(o4(m) of this Agreement, the Agents shall have received from BDO the Audit Firm a letter dated such date, in form and substance satisfactory to the Agents 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 the Registration Statement and the Prospectus. (gf) Since the respective dates as of which information is disclosed in the Registration Statement and the Disclosure Package, except as otherwise stated therein, there shall not have been any material adverse change in the condition (financial or otherwise) or in the earnings, business affairs or business prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package (exclusive of any amendment or supplement thereto) the effect of which is, in the sole judgment of the Agents, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement (exclusive of any amendment thereof) and the Disclosure Package (exclusive of any amendment or supplement thereto). (hg) The Company shall have paid the required Commission filing fees relating to the Shares within the time period required by Rule 456(b)(1)(i) of the Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Act and, if applicable, shall have updated the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective post‑effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b). (ih) Between the Execution Time and the time of any sale of Shares through the Agents, there shall not have been any decrease in the rating of any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (ji) FINRA shall not have raised any objection with respect to the fairness and reasonableness of the terms and arrangements under this Agreement. (kj) The Shares shall have been listed and admitted and authorized for trading on the NYSESecurities Exchange, and satisfactory evidence of such actions shall have been provided to the Agents. (lk) Prior to each Settlement Date and Time of Delivery, as applicable, the Company shall have furnished to the Agents such further information, certificates and documents as the Agents may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to either Agent and counsel for such Agent, this Agreement with respect to such Agent and all obligations of the Agents such Agent hereunder may be canceled at, or at any time prior to, any Settlement Date or Time of Delivery, as applicable, by such Agent; provided, however, that such cancellation shall not affect or impair the parties’ respective obligations with respect to the Shares sold hereunder prior to the giving of such notice of cancellation. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 shall be delivered at the office of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇Blank Rome LLP, counsel for the Agents, at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇▇, on each such date as provided in this Agreement.

Conditions to the Obligations of the Agents. The obligations of the Agents under this Agreement and any Terms Agreement to solicit offers to purchase the Shares shall be subject to (i) the accuracy of the representations and warranties on the part of the Company contained herein as of on the Execution TimeCommencement Date, each Representation Acceptance Date, and as Settlement Date, to the accuracy of each Applicable Timethe statements of the Company made in any certificates pursuant to the provisions hereof, (ii) to the performance by the Company of its obligations hereunder and (iii) to the following additional conditions: (a) The Final Prospectus, and any supplement thereto, required by Rule 424 to be filed with the Commission shall have been filed in the manner and within the time period required by Rule 424(b) with respect to any sale of Shares; each Interim Prospectus Supplement shall have been filed in the manner required by Rule 424(b) within the time period required by Rule 424(b); any other material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) The Company On the Commencement Date, the Agents shall have requested and caused received from Shearman & Sterling LLP, counsel for the Company Counsel to furnish to Company, an opinion dated the Agents, at the Execution Time and on every date specified in Section 4(l) of this Agreement, its written opinions, substantially similar to the form attached hereto as Annex II-A (legal opinion), Annex II-B (negative assurance letter) and Annex II-C (REIT tax opinion), dated as of such date Commencement Date and addressed to the Agents, in form and substance satisfactory to the Agents, to the effect set forth in Exhibit A hereto. (c) The On the Commencement Date, the Agents shall have received from ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Deputy General Counsel of the Company, an opinion dated the Commencement Date and addressed to the Agents, in form and substance satisfactory to the Agents, to the effect set forth in Exhibit B hereto and subject to usual and customary qualifications, limitations and assumptions. (d) On the Commencement Date, the Agents shall have received from ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ LLP, counsel for to the Agents, at an opinion dated the Execution Time and on every date specified in Section 4(m) of this Agreement, such opinion or opinions, dated as of such date Commencement Date and addressed to the Agents, with respect to the issuance and sale of the Shares, the Registration Statement, the Disclosure Package, the Final Prospectus (together with any supplement thereto) and other related matters as the Agents may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (de) The Agents shall have received from ▇▇▇▇▇▇▇ LLPOn the Commencement Date, counsel for the Company with respect to certain matters of Maryland law, at the Execution Time and on every date specified in Section 4(n) of this Agreement, such opinion or opinions, substantially similar to the form attached hereto as Annex II-D, dated as of such date and addressed to the Agents, with respect to certain Maryland law matters as the Agents may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (e) The Company shall have furnished Agents a certificate, signed by the principal financial or caused to be furnished to the Agents, at the Execution Time and on every date specified in Section 4(k) of this Agreement, a certificate accounting officer of the Company, signed by dated the chief executive officerCommencement Date, president or vice president of the Company and the chief financial or chief accounting officer of the Company to the effect that the signers of such certificate have carefully examined the Registration Statement, the Final Prospectus, the Disclosure Package and any amendments or supplements thereto and this Agreement and that: (i) the representations and warranties of the Company in this Agreement are true and correct on and as of the Commencement Date with the same effect as if made at on the Commencement Date, and as of such date (except to the extent that such representations and warranties speak as of another date, in which case such representations and warranties shall be true and correct as of such other date); (ii) the Company has complied with all the agreements and satisfied all the conditions on its part that are required to be performed or satisfied hereunder at or prior to such date; and the Commencement Date (iiiunless otherwise waived in writing by the Agents); (ii) no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued, issued and no proceedings for that purpose have been instituted or are pending or, to their the Company’s knowledge, threatened, and (iii) since the date of the most recent financial statements included or incorporated by reference in the Final Prospectus (exclusive of any supplement thereto), there has been no material adverse change in the condition (financial or otherwise), earnings, business or properties of the Company and the Company’s subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated by in the CommissionDisclosure Package and the Final Prospectus (exclusive of any supplement thereto). (f) At On the Execution Time and on every date specified in Section 4(o) of this AgreementCommencement Date, the Agents shall have received from BDO PricewaterhouseCoopers LLP, a letter dated such datethe Commencement Date, in form and substance satisfactory to the Agents Agents, 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 of the Company and its subsidiaries included or incorporated by reference in the Registration Statement Disclosure Package and the Final Prospectus. (g) Since Subsequent to the respective Commencement Date or, if earlier, the dates as of which information is disclosed given in the Registration Statement (exclusive of any amendment thereof), the Disclosure Package (exclusive of any supplement thereto) and the Disclosure PackageFinal Prospectus (exclusive of any supplement thereto), except as otherwise stated thereinuntil and including the relevant Settlement Date, there shall not have been (i) any material adverse change to the truth, accuracy and completeness of the representations and warranties of the Company in this Agreement and any failure by the Company to comply with all the agreements and satisfy all the conditions on its part to be performed or satisfied hereunder at or prior to the relevant Settlement Date; (ii) any change or decrease in the condition (financial or otherwise) or amounts specified in the earningsletter referred to in paragraph (f) of this Section 5; or (iii) any change, business affairs or business prospects any development involving a prospective change, in or affecting the business, properties, financial condition or results of operations of the Company and its Subsidiaries considered subsidiaries, taken as one enterprisea whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement thereto) ), the effect of which which, in any case referred to in clause (i), (ii) or (iii) above, is, in the sole judgment of the Agents, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement (exclusive of any amendment thereof) and ), the Disclosure Package and the Final Prospectus (exclusive of any amendment or supplement thereto). (h) The Company shall have paid the required Commission filing fees relating Prior to the Shares within the time period required by Rule 456(b)(1)(i) of the Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Act and, if applicable, shall have updated the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b). (i) Between the Execution Time and the time of any sale of Shares through the Agents, there shall not have been any decrease in the rating of any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (j) FINRA shall not have raised any objection with respect to the fairness and reasonableness of the terms and arrangements under this Agreement. (k) The Shares shall have been listed and admitted and authorized for trading on the NYSE, and satisfactory evidence of such actions shall have been provided to the Agents. (l) Prior to each Settlement Commencement Date and Time of Delivery, as applicableduring the Commitment Period, the Company shall have furnished to the Agents such further information, certificates and documents as the Agents may reasonably request. If any of the conditions specified in this Section 6 5 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to either Agent the Agents and counsel for such Agentthe Agents, this Agreement and all obligations of the Agents hereunder may be canceled at, or at any time prior to, any Settlement Date or Time of Delivery, as applicable, during the Commitment Period by such Agentthe Agents. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 shall 5 will be delivered at the office of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, counsel for the Agents, at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇.▇., Attention: ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, on each such date as provided in this Agreementthe Commencement Date.

Conditions to the Obligations of the Agents. The obligations of the Agents under this Agreement and any Terms Agreement shall be subject to (i) the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time, each Representation Date, and as of each Applicable Time, (ii) to the performance by the Company of its obligations hereunder and (iii) the following additional conditions: (a) The Prospectus, and any supplement thereto, required by Rule 424 to be filed with the Commission have been filed in the manner and within the time period required by Rule 424(b) with respect to any sale of Shares; each Interim Prospectus Supplement shall have been filed in the manner required by Rule 424(b) within the time period required by Rule 424(b); any other material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) The Company shall have requested and caused the Company Counsel to furnish to the Agents, at on the Execution Time Date and on every date specified in Section 4(l) of this Agreement, its written opinions, substantially similar to the form attached hereto as Annex II-A (legal opinion), Annex II-B (negative assurance letter) and Annex II-C (REIT tax opinion), dated as of such date and addressed to the Agents. (c) The Agents shall have received from ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, counsel for the Agents, at on the Execution Time Date and on every date specified in Section 4(m) of this Agreement, such opinion or opinions, dated as of such date and addressed to the Agents, with respect to the issuance and sale of the Shares, the Registration Statement, the Disclosure Package, the Prospectus (together with any supplement thereto) and other related matters as the Agents may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (d) The Agents shall have received from ▇▇▇▇▇▇▇ LLP, counsel for the Company with respect to certain matters of Maryland law, at on the Execution Time Date and on every date specified in Section 4(n) of this Agreement, such opinion or opinions, substantially similar to the form attached hereto as Annex II-D, dated as of such date and addressed to the Agents, with respect to certain Maryland law matters as the Agents may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (e) The Company shall have furnished or caused to be furnished to the Agents, at on the Execution Time Date and on every date specified in Section 4(k) of this Agreement, a certificate of the Company, signed by the chief executive officer, president or vice president of the Company and the chief financial or chief accounting officer of the Company to the effect that (i) the representations and warranties of the Company in this Agreement are true and correct as if made at and as of such date (except to the extent that such representations and warranties speak as of another date, in which case such representations and warranties shall be true and correct as of such other date); (ii) the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date; and (iii) no stop order suspending the effectiveness of the Registration Statement has been issued, and no proceedings for that purpose have been instituted or are pending or, to their knowledge, contemplated by the Commission. (f) At On the Execution Time Date and on every date specified in Section 4(o) of this Agreement, the Agents shall have received from BDO a letter dated such date, in form and substance satisfactory to the Agents 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 the Registration Statement and the Prospectus. (g) Since the respective dates as of which information is disclosed in the Registration Statement and the Disclosure Package, except as otherwise stated therein, there shall not have been any material adverse change in the condition (financial or otherwise) or in the earnings, business affairs or business prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package (exclusive of any amendment or supplement thereto) the effect of which is, in the sole judgment of the Agents, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement (exclusive of any amendment thereof) and the Disclosure Package (exclusive of any amendment or supplement thereto). (h) The Company shall have paid the required Commission filing fees relating to the Shares within the time period required by Rule 456(b)(1)(i) of the Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Act and, if applicable, shall have updated the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-post effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b). (i) Between the Execution Time and the time of any sale of Shares through the Agents, there shall not have been any decrease in the rating of any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (j) FINRA shall not have raised any objection with respect to the fairness and reasonableness of the terms and arrangements under this Agreement. (k) The Shares shall have been listed and admitted and authorized for trading on the NYSENYSE MKT, and satisfactory evidence of such actions shall have been provided to the Agents. (l) Prior to each Settlement Date and Time of Delivery, as applicable, the Company shall have furnished to the Agents such further information, certificates and documents as the Agents may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to either Agent and counsel for such Agent, this Agreement and all obligations of the Agents hereunder may be canceled at, or at any time prior to, any Settlement Date or Time of Delivery, as applicable, by such Agent. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 shall be delivered at the office of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, counsel for the Agents, at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, on each such date as provided in this Agreement.

Conditions to the Obligations of the Agents. The obligations of each Agent to solicit offers to purchase the Agents under this Agreement and any Terms Agreement Notes shall be subject to (i) the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time, each Representation Date, on the Effective Date and as of each Applicable Timewhen any supplement to the Prospectus is filed with the Commission, (ii) the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, (iii) the performance by the Company of its obligations hereunder and (iiiiv) the following additional conditions: (a) The If filing of the Prospectus, or any supplement thereto, is required pursuant to Rule 424, the Prospectus, and any supplement theretosuch supplement, required by Rule 424 to be filed with the Commission shall have been filed in the manner and within the time period required by Rule 424(b) with respect to any sale of Shares; each Interim Prospectus Supplement shall have been filed in the manner required by Rule 424(b) within the time period required by Rule 424(b); any other material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433424; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) The Company shall have requested furnished to each Agent the opinion of counsel for the Company, dated the Execution Time, to the effect that: (i) The Company has been duly incorporated and caused is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, with power and authority (corporate and governmental) to own its properties and conduct its business as described in the Prospectus, as amended or supplemented, and is duly qualified to do business in each jurisdiction in which it owns or leases real property or in which the conduct of its business requires such qualification except where the failure to be so qualified, considering all such cases in the aggregate, does not involve a material risk to the business, properties, financial position or results of operations of the Company. (ii) To the best of such counsel’s knowledge and other than as set forth or contemplated in the Prospectus, there are no legal or governmental proceedings pending to which the Company Counsel to furnish is a party or of which any property of the Company is the subject which, if determined adversely to the AgentsCompany, would individually or in the aggregate have a material adverse effect on the consolidated financial position, shareholders’ equity or results of operations of the Company; and, to the best of such counsel’s knowledge, no such proceedings are threatened or contemplated by governmental authorities or threatened by others. (iii) This Agreement has been duly authorized, executed and delivered by the Company. (iv) The Indenture has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding instrument, enforceable in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors’ rights generally, to general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) and to an implied covenant of good faith and fair dealing; and the Indenture has been duly qualified under the Trust Indenture Act. (v) The issuance and sale of the Notes have been duly and validly authorized by the Company and, when issued within the limitations set forth in the applicable order or orders from the Public Service Commission of the State of New York referred to in paragraph (x) below and executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the purchasers thereof in accordance with this Agreement, the Notes will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms, subject, as to enforcement, to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting the enforcement of creditors’ rights generally, to general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law) and to an implied covenant of good faith and fair dealing, and will be entitled to the benefit provided by the Indenture equally and ratably with the securities outstanding thereunder (except insofar as a sinking fund established in accordance with the provisions of the Indenture may afford additional benefit for the securities of any particular series); and the Notes and the Indenture conform as to legal matters to the descriptions thereof contained in the Registration Statement and the Prospectus. (vi) The issuance and sale of the Notes and the compliance by the Company with all of the provisions of the Notes, the Indenture and this Agreement and the consummation of the transactions therein and herein contemplated (except as to compliance with any financial covenant requiring an arithmetic computation not determinable at the Execution Time as to which such counsel need express no opinion) will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or material other agreement or instrument known, as of the date of such opinion, to such counsel to which the Company is a party or by which the Company is bound or to which any of the property or assets of the Company is subject, nor will such action result in any violation of the provisions of the Company’s Certificate of Incorporation, as amended, or the Bylaws of the Company or any statute or any order, rule or regulation known, as of the date of such opinion, to such counsel of any court or governmental agency or body having jurisdiction over the Company or any of its properties. (vii) No consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body having jurisdiction over the Company or any of its properties is required for the issuance and sale of the Notes or the consummation by the Company of the other transactions contemplated by this Agreement or the Indenture, except such as have been obtained under the Act and the Trust Indenture Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the public offering of the Notes, and except for filings with and the order or orders from the Public Service Commission of the State of New York authorizing the issuance and sale by the Company of the Notes subject to certain conditions set forth therein, which order or orders have been obtained and, to the best knowledge of such counsel, are in full force and effect. (viii) The Registration Statement, at the Effective Date, and the Prospectus, as of the date of such opinion (except as to the financial statements and other financial or statistical data contained or incorporated by reference therein and except for that part of the Registration Statement which shall constitute the Statements of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Trustee, as to which such counsel need express no opinion) comply as to form in all material respects with all applicable requirements of the Act, and, with respect to the documents or portions thereof filed with the Commission pursuant to the Exchange Act and incorporated by reference in the Prospectus pursuant to Item 12 of Form S-3, the Exchange Act and the applicable instructions, rules and regulations of the Commission thereunder; on every the basis of information received from the Commission, at the date specified of such opinion, the Registration Statement has become effective under the Act, and, to the best knowledge of such counsel, no proceedings for a stop order with respect thereto have been instituted or are pending or threatened under Section 8 of the Act; and based on such counsel’s participation in Section 4(lthe preparation of the Registration Statement and Prospectus and its services as counsel to the Company (but such opinion may state that such counsel did not independently check or verify the correctness of the statements made by the Company or factual information included in the Registration Statement and Prospectus, and thereby may assume the correctness thereof, except insofar as such statements or information relate to such counsel or are stated in the Registration Statement or Prospectus as having been made on their authority as experts), no facts have come to the attention of such counsel to cause them to believe, and such counsel have no reason to believe, that the Registration Statement, at the Effective Date, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading (except as to the financial statements or other financial or statistical data contained in or incorporated by reference in the Registration Statement and the Prospectus and except for that part of the Registration Statement which shall constitute the Statements of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Trustee), or that the Prospectus, as of the date of such opinion, includes an 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 (except as to the financial statements or other financial or statistical data contained in or incorporated by reference in the Registration Statement and the Prospectus). (ix) The Company’s gas distribution activities are exempt from the Natural Gas Act. (x) The Public Service Commission of the State of New York has issued an appropriate order or orders with respect to the issuance and sale of the Notes in accordance with this Agreement; to the best knowledge of such counsel, such order or orders are still in full force and effect; the issuance and sale of the Notes in accordance with this Agreement and subject to the limitations set forth in such orders will conform with the terms of such order or orders. As to factual matters (including relating to the Company’s financial condition) included in said opinion, such counsel may rely upon certificates of public officials as of a recent date, the warranties and representations of the Company set forth in this Agreement, and certificates of the Company made pursuant to the provisions of this Agreement, its written opinions, substantially similar to the form attached hereto as Annex II-A (legal opinion), Annex II-B (negative assurance letter) and Annex II-C (REIT tax opinion), dated as of such date and addressed to the Agents. (c) The Agents Each Agent shall have received from ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, counsel for the AgentsAgents an opinion, at dated the Execution Time and on every date specified in Section 4(m) of this Agreement, such opinion or opinions, dated as of such date and addressed to the AgentsTime, with respect to the issuance and sale of the SharesNotes, the Indenture, the Registration Statement, the Disclosure Package, the Prospectus (together with any supplement thereto) and other related matters as the Agents may reasonably require, and the Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters. (d) The Agents shall have received from ▇▇▇▇▇▇▇ LLP, counsel for the Company with respect to certain matters of Maryland law, at the Execution Time and on every date specified in Section 4(n) of this Agreement, such opinion or opinions, substantially similar to the form attached hereto as Annex II-D, dated as of such date and addressed to the Agents, with respect to certain Maryland law matters as the Agents may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (e) The Company shall have furnished or caused to be furnished to the Agents, at the Execution Time and on every date specified in Section 4(k) of this Agreement, each Agent a certificate of the Company, signed by the chief executive officer, president or vice president any of the Company and the chief financial or chief accounting officer Chairman of the Company Board, the President, the Chief Financial Officer or any Vice President having responsibilities for financial matters, the Controller or the Treasurer of the Company, dated the Execution Time, to the effect that the signer of such certificate has carefully examined the Registration Statement, the Prospectus, any supplement to the Prospectus and this Agreement and that: (i) the The representations and warranties of the Company in this Agreement are true and correct as if made at in all material respects and as of such date (except to the extent that such representations and warranties speak as of another date, in which case such representations and warranties shall be true and correct as of such other date); (ii) the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior as a condition to such date; and the obligation of the Agents to solicit offers to purchase the Notes. (iiiii) no No stop order suspending the effectiveness of the Registration Statement has been issued, issued and no proceedings for that purpose have been instituted or are pending or, to their the Company’s knowledge, contemplated by the Commissionthreatened. (fiii) At (A) The Company has not sustained since the Execution Time date of the latest audited financial statements included or incorporated by reference in the Registration Statement and the Prospectus, any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, which has had or is reasonably likely to have a material adverse effect on every date specified the financial position, shareholders’ equity or results of operations of the Company, otherwise than as set forth or contemplated in Section 4(othe Registration Statement and the Prospectus and (B) since the respective dates as of which information is given in the Registration Statement and the Prospectus, there has not been any change in the capital stock (other than pursuant to any stock purchase, dividend reinvestment, savings, bonus, incentive, or similar plan, conversions of convertible securities into common stock), or long-term debt (other than normal amortization of debt premium and discount, bank or finance company borrowings and repayments in the ordinary course, or additional issuances or repurchases of commercial paper) of this Agreementthe Company or any material adverse change, the Agents shall have received from BDO or any development involving a letter dated such dateprospective material adverse change, in form and substance satisfactory to or affecting the Agents containing statements and information general affairs, management, financial position, shareholders’ equity or results of operations of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained Company, otherwise than as set forth or contemplated in the Registration Statement and the Prospectus. (ge) Since At the respective dates Execution Time, the Company's independent registered public accounting firm shall have furnished to each Agent a letter, dated as of the Execution Time, in form and substance satisfactory to the Agents, stating in effect that: (i) They are an independent registered public accounting firm with respect to the Company within the meaning of the Act and the applicable rules and regulations thereunder adopted by the Commission and the Public Company Accounting Oversight Board (United States) ("PCAOB"). (ii) In their opinion, the consolidated financial statements of the Company audited by them and included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009, which information is disclosed are incorporated by reference in the Registration Statement and the Disclosure Package, except Prospectus comply as otherwise stated therein, there shall to form in all material respects with the applicable accounting requirements of the Act and the Exchange Act and the related rules and regulations adopted by the Commission. (iii) On the basis of procedures (but not have been any material adverse change an audit in accordance with the condition standards of the PCAOB) consisting of: (financial or otherwiseA) or in reading the earnings, business affairs or business prospects minutes of meetings of the stockholders and the Board of Directors of the Company and its Subsidiaries considered as one enterprisesince December 31, whether or not arising in the ordinary course of business2009, except as set forth in or contemplated the minute books (or, if minutes have not been prepared, agendas for such meetings, if available) through a specified date not more than three business days prior to the date of delivery of such letter; (B) performing the procedures specified by the PCAOB for a review of interim financial information as described in SAS 100, Interim Financial Information, on the Disclosure Package (exclusive of any amendment or supplement thereto) the effect of which is, in the sole judgment unaudited condensed interim financial statements of the Agents, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated Company incorporated by reference in the Registration Statement and the Prospectus (exclusive of any amendment thereofthe "Unaudited Statements") and reading the Disclosure Package (exclusive unaudited interim financial data for the period from the date of any amendment or supplement thereto).the latest balance sheet included in the Unaudited Statements to the date of the latest available interim financial data; and (hC) The making inquiries of certain officials of the Company shall who have paid responsibility for financial and accounting matters regarding the required Commission filing fees relating specific items for which representations are requested in Sections 5(e)(iii)(1) through 5(e)(iii)(3) below, nothing has come to their attention as a result of the Shares within foregoing procedures that caused them to believe that: (1) the time period required by Rule 456(b)(1)(i) Unaudited Statements do not comply in form in all material respects with the applicable accounting requirements of the Act without regard and the Exchange Act and with the related rules and regulations adopted by the Commission; (2) any material modifications should be made to the proviso therein and otherwise Unaudited Statements for them to be in accordance conformity with Rules 456(bgenerally accepted accounting principles; and (3) and 457(r) of the Act and, if applicable, shall have updated the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b). (i) Between at the Execution Time and date of the time of any sale of Shares through the Agentslatest available interim financial data, there shall not have been was any decrease change in the rating of capital stock or increase in long-term debt or any decreases in consolidated net current assets (working capital) or shareholders' equity of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (j) FINRA shall not have raised any objection with respect to the fairness and reasonableness of the terms and arrangements under this Agreement. (k) The Shares shall have been listed and admitted and authorized for trading on the NYSE, and satisfactory evidence of such actions shall have been provided to the Agents. (l) Prior to each Settlement Date and Time of Delivery, as applicable, the Company shall have furnished to the Agents such further information, certificates and documents as the Agents may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to either Agent and counsel for such Agent, this Agreement and all obligations of the Agents hereunder may be canceled at, or at any time prior to, any Settlement Date or Time of Delivery, as applicable, by such Agent. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 shall be delivered at the office of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, counsel for the Agents, at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, on each such date as provided in this Agreement.C

Conditions to the Obligations of the Agents. The obligations of each Agent to solicit offers to purchase the Agents under this Agreement and any Terms Agreement Notes shall be subject to (i) the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time, each Representation Date, when any supplement to the Prospectus relating to the Notes is filed with the Commission and as of each Applicable TimeClosing Date, (ii) to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and (iii) to the following additional conditions: (a) The If filing of the Prospectus, or any supplement thereto, is required pursuant to Rule 424(b) under the Act, the Prospectus, and any supplement theretosupplement, required by Rule 424 to be filed with the Commission shall have been filed in the manner and within the time period required by Rule 424(b) with respect to any sale of Shares; each Interim Prospectus Supplement shall have been filed in the manner required by Rule 424(b) within the time period required by Rule 424(b); any other material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) The Company shall have requested and caused furnished to each Agent the Company Counsel to furnish to the Agents, at the Execution Time and on every date specified in Section 4(l) opinions of this Agreement, its written opinions, substantially similar to the form attached hereto as Annex II-A (legal opinion), Annex II-B (negative assurance letter) and Annex II-C (REIT tax opinion), dated as of such date and addressed to the Agents. (c) The Agents shall have received from D▇▇▇▇ & L▇▇▇▇▇▇▇ LLP, counsel to the Company and the opinion of R▇▇ ▇▇▇▇▇▇▇▇▇, Esq., General Counsel for the Company, dated the Execution Time, substantially in the forms of Exhibits D-1 and D-2 hereto and Exhibit E hereto, respectively. (c) Each Agent shall have received from S▇▇▇▇▇▇▇ & C▇▇▇▇▇▇▇ LLP, counsel for the Agents, at the Execution Time and on every date specified in Section 4(m) of this Agreement, such opinion or opinions, dated as of such date and addressed to the AgentsExecution Time, with respect to the issuance and sale incorporation of the SharesCompany, the validity of the Indenture and the Notes, the Registration Statement, the Disclosure Package, the Prospectus (together with any supplement thereto) and other related matters as the Agents may reasonably require, and the Company shall have furnished to such counsel such documents as they may reasonably request for the purpose of enabling them to pass upon such matters. (d) The Agents shall have received from . In rendering their opinions, S▇▇▇▇▇▇▇ LLP& C▇▇▇▇▇▇▇ LLP may rely upon the opinion described above of R▇▇ ▇▇▇▇▇▇▇▇▇, counsel Esq., General Counsel for the Company with respect Company, as to certain all matters of Maryland Idaho, Montana, Nevada, Oregon and Wyoming law, at the Execution Time and on every date specified in Section 4(n) of this Agreement, such opinion or opinions, substantially similar to the form attached hereto as Annex II-D, dated as of such date and addressed to the Agents, with respect to certain Maryland law matters as the Agents may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (ed) The Company shall have furnished or caused to be furnished to the Agents, at the Execution Time and on every date specified in Section 4(k) of this Agreement, each Agent a certificate of the Company, signed by the chief executive officer, president Chief Executive Officer or vice president of the Company and President or the chief principal financial or chief accounting officer of the Company Company, dated the Execution Time, to the effect that 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 hereof with the same effect as if made at on the date hereof and as of such date (except to the extent that such representations and warranties speak as of another date, in which case such representations and warranties shall be true and correct as of such other date); (ii) the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior as a condition to such date; and the obligation of the Agents to solicit offers to purchase the Notes; (iiiii) no stop order suspending the effectiveness of the Registration Statement has been issued, issued and no proceedings for that purpose have been instituted or are pending or, to their the Company’s knowledge, contemplated by the Commission.threatened; and (fiii) At since the Execution Time and on every date specified in Section 4(o) of this Agreement, the Agents shall have received from BDO a letter dated such date, in form and substance satisfactory to the Agents containing statements and information of the type ordinarily most recent audited financial statements included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained or incorporated by reference in the Registration Statement and the Prospectus. (g) Since the respective dates as of which information is disclosed in the Registration Statement and the Disclosure Package, except as otherwise stated therein, there shall not have has been no material adverse change or any development that could reasonably be expected to result in a material adverse change in the condition (financial or otherwise) or in the other), earnings, business affairs or business prospects properties of the Company and its Subsidiaries subsidiaries considered as one enterprisea whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package (exclusive of any amendment or supplement thereto) the effect of which is, in the sole judgment of the Agents, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement (exclusive of any amendment thereof) and the Disclosure Package (exclusive of any amendment or supplement thereto)Prospectus. (he) The Company At the Execution Time, Deloitte & Touche LLP shall have paid the required Commission filing fees relating furnished to each Agent a letter or letters (which may refer to letters previously delivered to the Shares within the time period required by Rule 456(b)(1)(i) Agents), dated as of the Act without regard Execution Time to the proviso therein and otherwise effect set forth in accordance with Rules 456(b) and 457(r) of the Act and, if applicable, shall have updated the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b)Exhibit C hereto. (i) Between the Execution Time and the time of any sale of Shares through the Agents, there shall not have been any decrease in the rating of any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (j) FINRA shall not have raised any objection with respect to the fairness and reasonableness of the terms and arrangements under this Agreement. (k) The Shares shall have been listed and admitted and authorized for trading on the NYSE, and satisfactory evidence of such actions shall have been provided to the Agents. (lf) Prior to each Settlement Date and Time of Delivery, as applicablethe Execution Time, the Company shall have furnished to the Agents each Agent such further information, documents and certificates and documents as the Agents may reasonably request. If any of the conditions specified in this Section 6 5 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to either Agent such Agents and counsel for such Agentthe Agents, this Agreement and all obligations of the Agents any Agent hereunder may be canceled at, or cancelled at any time prior to, any Settlement Date or Time of Delivery, as applicable, by such Agentthe Agents. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile telegraph confirmed in writing. The documents required to be delivered by this Section 6 5 shall be delivered at the office of D▇▇▇▇ & L▇▇▇▇▇▇ ▇▇▇▇▇▇LLP, counsel for the Agents, at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇Company, on each such the date as provided in this Agreementhereof.

Conditions to the Obligations of the Agents. The obligations of each Agent to solicit offers to purchase the Agents under this Agreement and any Terms Agreement Notes shall be subject to (i) the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time, each Representation Date, when any supplement to the Prospectus relating to the Notes is filed with the Commission and as of each Applicable TimeClosing Date, (ii) to the accuracy of the statements of the Company made in any certificates pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and (iii) to the following additional conditions: (a) The If filing of the Prospectus, or any supplement thereto, is required pursuant to Rule 424(b) under the Act, the Prospectus, and any supplement theretosupplement, required by Rule 424 to be filed with the Commission shall have been filed in the manner and within the time period required by Rule 424(b) with respect to any sale of Shares; each Interim Prospectus Supplement shall have been filed in the manner required by Rule 424(b) within the time period required by Rule 424(b); any other material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened; and no notice of objection of the Commission to the use of the form of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Act shall have been received by the Company. (b) The Company shall have requested and caused furnished to each Agent the opinions of ▇▇▇▇▇▇▇ Coie LLP or other counsel to the Company Counsel to furnish reasonably acceptable to the Agents, at and the opinion of ▇▇▇ ▇▇▇▇▇▇▇▇▇, Esq., General Counsel for the Company or ▇▇▇▇▇ ▇▇▇▇▇▇▇, Esq., Senior Counsel for the Company, dated the Execution Time and on every date specified in Section 4(l) of this Agreement, its written opinionsTime, substantially similar to in the form attached forms of Exhibits D-1 and D-2 hereto as Annex II-A (legal opinion)and Exhibit E hereto, Annex II-B (negative assurance letter) and Annex II-C (REIT tax opinion), dated as of such date and addressed to the Agentsrespectively. (c) The Agents Each Agent shall have received from ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, ▇▇ LLP or other counsel for the Agents, at Agents determined by the Execution Time Agents and on every date specified in Section 4(m) of this Agreementreasonably acceptable to the Company, such opinion or opinions, dated as of such date and addressed to the AgentsExecution Time, with respect to the issuance and sale incorporation of the SharesCompany, the validity of the Indenture and the Notes, the Registration Statement, the Disclosure Package, the Prospectus (together with any supplement thereto) and other related matters as the Agents may reasonably require, and the Company shall have furnished to such counsel such documents as they may reasonably request for the purpose of enabling them to pass upon such matters. (d) The Agents shall have received from . In rendering their opinions, ▇▇▇▇▇▇▇▇ LLP, & ▇▇▇▇▇▇▇▇ LLP (or other counsel for the Company with respect Agents) may rely upon the opinion described above of ▇▇▇ ▇▇▇▇▇▇▇▇▇, Esq., General Counsel for the Company, or ▇▇▇▇▇ ▇▇▇▇▇▇▇, Esq., Senior Counsel for the Company, as the case may be, as to certain all matters of Maryland Idaho, Montana, Nevada, Oregon and Wyoming law, at the Execution Time and on every date specified in Section 4(n) of this Agreement, such opinion or opinions, substantially similar to the form attached hereto as Annex II-D, dated as of such date and addressed to the Agents, with respect to certain Maryland law matters as the Agents may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (ed) The Company shall have furnished or caused to be furnished to the Agents, at the Execution Time and on every date specified in Section 4(k) of this Agreement, each Agent a certificate of the Company, signed by the chief executive officer, president Chief Executive Officer or vice president of the Company and President or the chief principal financial or chief accounting officer of the Company Company, dated the Execution Time, to the effect that 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 hereof with the same effect as if made at on the date hereof and as of such date (except to the extent that such representations and warranties speak as of another date, in which case such representations and warranties shall be true and correct as of such other date); (ii) the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior as a condition to such date; and the obligation of the Agents to solicit offers to purchase the Notes; (iiiii) no stop order suspending the effectiveness of the Registration Statement has been issued, issued and no proceedings for that purpose have been instituted or are pending or, to their the Company's knowledge, contemplated by threatened; and no notice of objection of the Commission. (f) At the Execution Time and on every date specified in Section 4(o) of this Agreement, the Agents shall have received from BDO a letter dated such date, in form and substance satisfactory Commission to the Agents containing statements and information use of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in form of the Registration Statement and or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Act shall have been received by the Company; and (iii) since the date of the most recent audited financial statements included in or incorporated by reference in the Prospectus. (g) Since the respective dates as of which information is disclosed in the Registration Statement and the Disclosure Package, except as otherwise stated therein, there shall not have has been no material adverse change or any development that could reasonably be expected to result in a material adverse change in the condition (financial or otherwise) or in the other), earnings, business affairs or business prospects properties of the Company and its Subsidiaries subsidiaries considered as one enterprisea whole, whether or not arising from transactions in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package (exclusive of any amendment or supplement thereto) the effect of which is, in the sole judgment of the Agents, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement (exclusive of any amendment thereof) and the Disclosure Package (exclusive of any amendment or supplement thereto)Prospectus. (he) The Company shall have paid At the required Commission filing fees relating to Execution Time, Deloitte & Touche LLP, or such other independent registered public accounting firm approved by the Shares within the time period required by Rule 456(b)(1)(i) Audit Committee of the Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) Company's Board of the Act and, if applicableDirectors, shall have updated the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in furnished to each Agent a post-effective amendment letter or letters (which may refer to letters previously delivered to the Registration Statement or on Agents), dated as of the cover page of a prospectus filed pursuant Execution Time to Rule 424(b)the effect set forth in Exhibit C hereto. (i) Between the Execution Time and the time of any sale of Shares through the Agents, there shall not have been any decrease in the rating of any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (j) FINRA shall not have raised any objection with respect to the fairness and reasonableness of the terms and arrangements under this Agreement. (k) The Shares shall have been listed and admitted and authorized for trading on the NYSE, and satisfactory evidence of such actions shall have been provided to the Agents. (lf) Prior to each Settlement Date and Time of Delivery, as applicablethe Execution Time, the Company shall have furnished to the Agents each Agent such further information, documents and certificates and documents as the Agents may reasonably request. If any of the conditions specified in this Section 6 5 shall not have been fulfilled in all material respects when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be in all material respects reasonably satisfactory in form and substance to either Agent such Agents and counsel for such Agentthe Agents, this Agreement and all obligations of the Agents any Agent hereunder may be canceled at, or cancelled at any time prior to, any Settlement Date or Time of Delivery, as applicable, by such Agentthe Agents. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile telegraph confirmed in writing. The documents required to be delivered by this Section 6 5 shall be delivered at the office of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇Coie LLP, counsel for the Agents, at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇Company, on each such the date as provided in this Agreementhereof.

Conditions to the Obligations of the Agents. (A) The obligations of each Agent to solicit offers to purchase the Agents under this Agreement and any Terms Agreement shall Notes pursuant to Section 1 hereof will, unless waived by such Agent expressly in writing, be subject to (i) the accuracy of the representations and warranties on the part of the Company contained made herein as of the Execution Time, each Representation Date, date hereof and as of the Commencement Date, to the accuracy of the statements of the Company's officers made in each Applicable Timecertificate furnished pursuant to the provisions hereof, (ii) to the performance and observance by the Company of all covenants and agreements herein contained on its obligations hereunder part to be performed and (iii) observed and to the following additional conditionsconditions precedent: (ai) The Prospectus, and any supplement thereto, required by Rule 424 to be filed with Prospectus as amended or supplemented (including the Commission have been filed in the manner and within the time period required by Rule 424(bPricing Supplement) with respect to any sale of Shares; each Interim Prospectus Supplement shall have been filed in the manner required by Rule 424(b) within the time period required by Rule 424(b); any other material required to be filed by the Company pursuant to Rule 433(d) under the Act, such Notes shall have been filed with the Commission pursuant to Rule 424(b) under the Act within the applicable time periods period prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or threatened. (b) The Company shall have requested and caused the Company Counsel to furnish to the Agents, at the Execution Time and on every date specified in Section 4(l) of this Agreement, its written opinions, substantially similar to the form attached hereto as Annex II-A (legal opinion), Annex II-B (negative assurance letter) and Annex II-C (REIT tax opinion), dated as of such date and addressed to the Agents. (c) The Agents shall have received from ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, counsel for the Agents, at the Execution Time and on every date specified in Section 4(m) of this Agreement, such opinion or opinions, dated as of such date and addressed to the Agents, with respect to the issuance and sale of the Shares, the Registration Statement, the Disclosure Package, the Prospectus (together with any supplement thereto) and other related matters as the Agents may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (d) The Agents shall have received from ▇▇▇▇▇▇▇ LLP, counsel for the Company with respect to certain matters of Maryland law, at the Execution Time and on every date specified in Section 4(n) of this Agreement, such opinion or opinions, substantially similar to the form attached hereto as Annex II-D, dated as of such date and addressed to the Agents, with respect to certain Maryland law matters as the Agents may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (e) The Company shall have furnished or caused to be furnished to the Agents, at the Execution Time and on every date specified in Section 4(k) of this Agreement, a certificate of the Company, signed filing by the chief executive officer, president or vice president of rules and regulations under the Company Act and the chief financial or chief accounting officer of the Company to the effect that (iin accordance with Section 4(a) the representations and warranties of the Company in this Agreement are true and correct as if made at and as of such date (except to the extent that such representations and warranties speak as of another date, in which case such representations and warranties shall be true and correct as of such other date)hereof; (ii) the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date; and (iii) no stop order suspending the effectiveness of the Registration Statement has shall have been issued, issued and no proceedings proceeding for that purpose shall have been instituted initiated or are pending or, to their knowledge, contemplated threatened by the Commission; and (iii) all requests for additional information on the part of the Commission shall have been complied with. (f) At the Execution Time and on every date specified in Section 4(o) of this Agreement, the Agents shall have received from BDO a letter dated such date, in form and substance satisfactory to the Agents 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 the Registration Statement and the Prospectus. (g) Since the respective dates as of which information is disclosed in the Registration Statement and the Disclosure Package, except as otherwise stated therein, there shall not have been any material adverse change in the condition (financial or otherwise) or in the earnings, business affairs or business prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package (exclusive of any amendment or supplement thereto) the effect of which is, in the sole judgment of the Agents, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement (exclusive of any amendment thereof) and the Disclosure Package (exclusive of any amendment or supplement thereto). (hb) The Company shall have paid furnished to such Agent an opinion or opinions of the required Commission filing fees relating counsel to the Shares within Company, dated the time period required by Rule 456(b)(1)(i) Commencement Date, substantially to the effect set forth in Exhibit C hereto. Any of the Act without regard to opinions set forth therein may be delivered by another counsel for the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Act and, if applicable, shall have updated the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b). (i) Between the Execution Time and the time of any sale of Shares through the Agents, there shall not have been any decrease in the rating of any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (j) FINRA shall not have raised any objection with respect to the fairness and reasonableness of the terms and arrangements under this Agreement. (k) The Shares shall have been listed and admitted and authorized for trading on the NYSE, and Company who is reasonably satisfactory evidence of such actions shall have been provided to the Agents. (lc) Prior to each Settlement Date and Time of Delivery, as applicable, the Company Such Agent shall have furnished to the Agents such further informationreceived from Skadden, certificates and documents as the Agents may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this AgreementArps, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to either Agent and counsel for such AgentSlate, this Agreement and all obligations of the Agents hereunder may be canceled at, or at any time prior to, any Settlement Date or Time of Delivery, as applicable, by such Agent. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 shall be delivered at the office of ▇▇▇▇▇Meag▇▇▇ & ▇▇▇lom ▇▇▇, counsel for the AgentsAgent, at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇an opinion, ▇▇▇▇ ▇▇▇▇▇dated the Commencement Date, ▇▇▇ ▇▇▇▇with respect to the issuance and sale of the Notes, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇the Indenture, Attention: ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇the Registration Statement, on each as amended as of the Commencement Date, the Prospectus, as amended and supplemented as of the Commencement Date, and other related matters as such date as provided in this Agreement.Agent may reasonably require; and the Company shall have furnished to such

Conditions to the Obligations of the Agents. (A) The obligations of each Agent to solicit offers to purchase the Agents under this Agreement and any Terms Agreement shall Notes pursuant to Section 1 hereof will, unless waived by such Agent expressly in writing, be subject to (i) the accuracy of the representations and warranties on the part of the Company contained made herein as of the Execution Time, each Representation Date, date hereof and as of the Commencement Date, to the accuracy of the statements of the Company's officers made in each Applicable Timecertificate furnished pursuant to the provisions hereof, (ii) to the performance and observance by the Company of all covenants and agreements herein contained on its obligations hereunder part to be performed and (iii) observed and to the following additional conditionsconditions precedent: (ai) The Prospectus, and any supplement thereto, required by Rule 424 to be filed with Prospectus as amended or supplemented (including the Commission have been filed in the manner and within the time period required by Rule 424(bPricing Supplement) with respect to any sale of Shares; each Interim Prospectus Supplement shall have been filed in the manner required by Rule 424(b) within the time period required by Rule 424(b); any other material required to be filed by the Company pursuant to Rule 433(d) under the Act, such Notes shall have been filed with the Commission pursuant to Rule 424(b) under the Act within the applicable time periods period prescribed for such filings filing by Rule 433the rules and regulations under the Act and in accordance with Section 4(a) hereof; and (ii) no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings proceeding for that purpose shall have been instituted initiated or threatenedthreatened by the Commission; and (iii) all requests for additional information on the part of the Commission shall have been complied with. (b) The Company shall have requested and caused furnished to such Agent an opinion or opinions of the counsel to the Company, dated the Commencement Date, substantially to the effect set forth in Exhibit C hereto. Any of the opinions set forth therein may be delivered by another counsel for the Company Counsel to furnish to the Agents, at the Execution Time and on every date specified in Section 4(l) of this Agreement, its written opinions, substantially similar to the form attached hereto as Annex II-A (legal opinion), Annex II-B (negative assurance letter) and Annex II-C (REIT tax opinion), dated as of such date and addressed who is reasonably satisfactory to the Agents. (c) The Agents Such Agent shall have received from ▇▇▇▇▇Skadden, Arps, Slate, Meagher & Flom LLP, counsel fo▇ ▇▇▇ ▇▇▇▇▇gen▇, counsel for the Agents, at the Execution Time and on every date specified in Section 4(m) of this Agreement, such opinion or opinions▇n opinion, dated as of such date and addressed to the AgentsCommencement Date, with respect to the issuance and sale of the SharesNotes, the Indenture, the Registration Statement, as amended as of the Disclosure PackageCommencement Date, the Prospectus (together with any supplement thereto) Prospectus, as amended and supplemented as of the Commencement Date, and other related matters as the Agents such Agent may reasonably require, ; and the Company shall have furnished to such counsel such documents as they may reasonably request for the purpose of enabling them to pass upon on such matters. (d) The Agents shall have received from ▇▇▇▇▇▇▇ LLP, counsel for the Company with respect to certain matters of Maryland law, at the Execution Time and on every date specified in Section 4(n) of this Agreement, such opinion or opinions, substantially similar to the form attached hereto as Annex II-D, dated as of such date and addressed to the Agents, with respect to certain Maryland law matters as the Agents may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (e) The Company shall have furnished or caused to be furnished to the Agents, at the Execution Time and on every date specified in Section 4(k) of this Agreement, Agent a certificate of the Company, signed by the chief executive officer, president or vice president any of the Company and the chief financial or chief accounting officer Chairman of the Company Board, the President or the Chief Financial Officer, dated the Commencement Date, to the effect that to the best of such person's knowledge after reasonable investigation: (i) this Agreement is substantially in the form presented to and approved by the Board of Directors of the Company; (ii) 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 with the same effect as if made at and as on the date of such date (except to the extent that such representations certificate, and warranties speak as of another date, in which case such representations and warranties shall be true and correct as of such other date); (ii) the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior as a condition to the obligations of such date; and Agent under this Agreement; (iii) since the date of the most recent financial statements included or incorporated by reference in the Prospectus, as amended and supplemented, there has been no material adverse change in the business, properties, financial condition or results of operations of the Company and its consolidated subsidiaries, taken as a whole, other than those changes reflected in or contemplated by the Prospectus, as amended and supplemented as of the date of the certificate; (iv) no stop order suspending the effectiveness of the Registration Statement has been issuedis in effect, and no proceedings for that purpose have been instituted or such purposes are pending or, to their knowledge, contemplated before or threatened by the Commission; and (v) since the date of the Prospectus, as amended and supplemented, no downgrading shall have occurred in the rating accorded the Company's debt securities by Standard & Poor's Corporation ("S&P"), Moody's Investors Service, Inc. ("Moody's"), or Fitch Investors Service, L.P. ("Fitch") and none of S&P, Moody's, or Fitch has placed o▇ "▇▇▇▇it watch" or "credit review" with negative implications the Company's debt securities. (fe) At the Execution Time and on every date specified in Section 4(o) of this Agreement, the Agents Arthur Andersen LLP shall have received from BDO ▇▇▇▇▇s▇▇▇ ▇▇ ▇uch Agent a letter or letters, dated such datethe Commencement Date, in form and substance satisfactory to such Agent, confirming that they are independent public accountants within the Agents containing statements and information meaning of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement Act and the ProspectusExchange Act and the respective applicable published rules and regulations thereunder. (gf) Since Subsequent to the respective dates as of which information is disclosed given in the Registration Statement and the Disclosure PackageProspectus, except as otherwise stated thereinamended and supplemented, there shall not have been (i) any downgrade or placement on "credit watch" or "credit review" as described in the certificate referred to in paragraph (A)(d)(v) of this Section 6 or (ii) any material adverse change in the business, properties, financial condition (financial or otherwise) or in the earnings, business affairs or business prospects results of operations of the Company and its Subsidiaries considered consolidated subsidiaries, taken as one enterprisea whole, whether or not arising in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package (exclusive of any amendment or supplement thereto) the effect of which iswhich, in the sole reasonable judgment of such Agent after reasonable inquiry, is to impair the Agentsmarketability of the Notes. (g) There shall not have occurred: (i)(A) a suspension or material limitation in trading in securities generally on the New York Stock Exchange, so material and adverse (B) a suspension in trading in any securities of the Company on any exchange or over-the-counter market, or (C) a general moratorium on commercial banking activities in New York declared by either Federal or New York State authorities, if the effect of any such occurrence is such as to make it impractical or inadvisable to proceed with impair, in the offering or delivery reasonable judgment of such Agent, after reasonable inquiry, the marketability of the Shares as contemplated Notes; or (ii) the outbreak or material escalation of hostilities involving the United States or the declaration by the Registration Statement (exclusive United States of a national emergency or war, if the effect of any amendment thereof) and such occurrence on the Disclosure Package (exclusive financial markets of any amendment or supplement thereto)the United States is such as to impair, in the reasonable judgment of such Agent, after reasonable inquiry, the marketability of the Notes. (h) The Company shall have paid the required Commission filing fees relating to the Shares within the time period required by Rule 456(b)(1)(i) of the Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Act and, if applicable, shall have updated the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b). (i) Between the Execution Time and the time of any sale of Shares through the Agents, there shall not have been any decrease in the rating of any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act) or any notice given of any intended or potential decrease in any such rating or of a possible change in any such rating that does not indicate the direction of the possible change. (j) FINRA shall not have raised any objection with respect to the fairness and reasonableness of the terms and arrangements under this Agreement. (k) The Shares shall have been listed and admitted and authorized for trading on the NYSE, and satisfactory evidence of such actions shall have been provided to the Agents. (l) Prior to each Settlement Date and Time of Delivery, as applicable, the Company shall have furnished to the Agents such Agent such further information, certificates and documents as such Agent may reasonably request from time to time. Any certificate signed by any officer of the Agents Company and delivered to such Agent or its counsel and delivered explicitly pursuant to the terms of this Agreement shall be deemed a representation and a warranty by the Company to such Agent as to matters covered thereby, as if set forth herein. (B) The obligations of the Purchasing Agent to purchase Notes pursuant to any Terms Agreement entered into by it pursuant to Section 1 hereof will be subject to the accuracy of the representations and warranties on the part of the Company herein as of the date of such Terms Agreement and as of the Settlement Date thereunder, to the accuracy of the statements of the Company's officers made in each certificate furnished pursuant to the provisions hereof, to the performance and observance by the Company of all covenants and agreements contained herein and in such Terms Agreement on its part to be performed and observed and to the following additional conditions precedent (which cannot be waived by the Purchasing Agent in any respect without the consent of each other Agent): (i) The Prospectus as amended or supplemented (including the Pricing Supplement) with respect to such Notes shall have been filed with the Commission pursuant to Rule 424(b) under the Act within the applicable time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 4(a) hereof; (ii) no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and (iii) all requests for additional information on the part of the Commission shall have been complied with. (b) Upon the request of any Agent, such Agent shall have received, appropriately updated and modified, (i) a certificate of the Company, dated as of the Settlement Date, to the effect set forth in Section 6(A)(d), (ii) the opinion or opinions of the counsel to the Company or such other counsel satisfactory to such Agent, dated as of the Settlement Date, to the effect set forth in Section 6(A)(b), (iii) the opinion of Skadden, Arps, Slate, Meagher & Flom LLP, counsel fo▇ ▇▇▇ ▇gen▇, ▇ated as of the Settlement Date, to the effect set forth in Section 6(A)(c) and/or (iv) the letter or letters of Arthur Andersen LLP, dated as ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇nt Date, to the effect set forth in Section 6(A)(e). (c) The conditions set forth in Sections 6(A)(f) and 6(A)(g) shall have been satisfied. (d) Prior to the Settlement Date, the Company shall have furnished to any Agent such further information, certificates and documents as such Agent may reasonably request. If any of the conditions specified in this Section 6 6(B) shall not have been fulfilled in all material respects when and as provided in this Agreement and in such Terms Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement and in such Terms Agreement shall not be in all material respects reasonably satisfactory in form and substance to either such Agent and counsel for its counsel, such Agent, this Terms Agreement and all obligations of the Agents hereunder any Agent thereunder may be canceled cancelled at, or at any time prior to, any the Settlement Date or Time of Delivery, as applicable, by such Agent. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile telegraph confirmed in writing. The documents required to be delivered by this Section 6 shall be delivered at the office of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, counsel for the Agents, at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, on each such date as provided in this Agreement.

Conditions to the Obligations of the Agents. The obligations of any ------------------------------------------- Agent to solicit offers to purchase the Agents under this Agreement and any Terms Agreement Notes shall be subject to (i) the accuracy of the representations and warranties on the part of the Company and the Guarantor contained herein as of the Execution Timedate hereof, each Representation Dateas of the date of the effectiveness of any amendment to the Registration Statement (including the filing of any document incorporated by reference therein), as of the date any supplement to the Prospectus is filed with the Commission and as of each Applicable TimeSettlement Date, (ii) to the accuracy of the statements of the Company and the Guarantor made in any certificates pursuant to the provisions hereof, to the performance by the Company and the Guarantor of its their respective obligations hereunder and (iii) to the following additional conditions: (a) The Prospectus, and any supplement thereto, required by Rule 424 to be filed with the Commission have been filed in the manner and within the time period required by Rule 424(b) with respect to any sale of Shares; each Interim Prospectus Supplement shall have been filed in the manner required by Rule 424(b) within the time period required by Rule 424(b); any other material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no No stop order suspending the effectiveness of the Registration Statement or any notice objecting Statement, as amended from time to its use time, shall have been issued issued, and no proceedings for that purpose shall have been instituted or threatened. (b) The Company and the Guarantor shall have requested and caused the Company Counsel to furnish furnished to the AgentsAgents the opinion or opinions of ▇▇▇▇▇, at the Execution Time and on every date specified in Section 4(l) of this Agreement▇▇▇▇▇, its written opinions▇▇▇▇▇▇, substantially similar to the form attached hereto as Annex II-A (legal opinion), Annex II-B (negative assurance letter) and Annex II-C (REIT tax opinion), dated as of such date and addressed to the Agents. (c) The Agents shall have received from ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for to the Agents, at Company and the Execution Time and on every date specified in Section 4(m) of this Agreement, such opinion or opinionsGuarantor, dated the date hereof, substantially as of set forth below, with such date additional qualifications and addressed exceptions as shall be acceptable to the Agents, with respect to the issuance Agents and sale of the Shares, the Registration Statement, the Disclosure Package, the Prospectus (together with any supplement thereto) and other related matters as the Agents may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters.their counsel: (di) The Agents shall have received from ▇▇▇▇▇▇▇ LLP, counsel for the Company with respect to certain matters of Maryland law, at the Execution Time and on every date specified in Section 4(n) of this Agreement, such opinion or opinions, substantially similar to the form attached hereto as Annex II-D, dated as of such date and addressed to the Agents, with respect to certain Maryland law matters as the Agents may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (e) The Company shall have furnished or caused to be furnished to the Agents, at the Execution Time and on every date specified in Section 4(k) of this Agreement, a certificate of the Company, signed by the chief executive officer, president or vice president Each of the Company and the chief financial or chief accounting Guarantor is a corporation duly incorporated, validly existing and in good standing under the laws of the state of its incorporation and has the corporate power and authority to own its properties and to conduct its business as described in the Prospectus. (ii) The Company and the Guarantor have the corporate power and authority to enter into this Agreement and the Terms Agreement (if applicable), and this Agreement and the Terms Agreement (if applicable) have been duly and validly authorized, executed and delivered by the Company and the Guarantor, respectively. (iii) The form and general terms of the Notes have been duly and validly authorized and established in conformity with the provisions of the Indenture by all necessary corporate action by the Company, and when the particular terms of the Notes have been duly established in accordance with the provisions of the Indenture, the Procedures and the resolutions of the Board of Directors of the Company and such Notes have been duly executed, authenticated and delivered against payment therefor in accordance with the provisions of the Indenture, the Procedures and this Agreement, will constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms and the terms of the Indenture, and the holders of the Notes will be entitled to the benefits of the Indenture; and the Indenture has been duly authorized, executed and delivered by each of the Company and Guarantor, has been qualified under the Trust Indenture Act, and constitutes a legal, valid and binding obligation enforceable against each of the Company and the Guarantor in accordance with its terms. (iv) The Guarantees, in the forms certified to by an authorized officer of the Company Guarantor, have been duly and validly authorized by all necessary corporate action by the Guarantor and, upon due issuance, authentication and delivery of the related Notes and due endorsement of the Guarantees, the Guarantees will have been duly executed, issued and delivered and will constitute the legal, valid and binding obligations of the Guarantor enforceable against the Guarantor in accordance with their terms and the terms of the Indenture, and the holders of the Notes upon which the Guarantees are endorsed will be entitled to the effect that (i) the representations and warranties benefits of the Company Indenture. (v) The Registration Statement has become effective under the Act; any required filing of the Prospectus, and any supplements thereto, pursuant to Rule 424(b) has been made in this Agreement are true the manner and correct as if made at and as within the time period required by Rule 424(b); to the knowledge of such date (except to the extent that such representations and warranties speak as of another datecounsel, in which case such representations and warranties shall be true and correct as of such other date); (ii) the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date; and (iii) no stop order suspending the effectiveness of the Registration Statement has been issued, and no proceedings for that purpose have been instituted or are pending orthreatened and the Registration Statement and the Prospectus (other than (i) the financial statements and other financial and statistical information contained therein and (ii) the Statement of Eligibility on Form T-1 filed as an exhibit thereto, as to which such counsel need express no opinion), as of their knowledgerespective effective or issue dates, contemplated by as the Commissioncase may be, appear on their face to be responsive as to form in all material respects with the applicable requirements of the Act and the Rules and Regulations and the Trust Indenture Act and the rules and regulations of the Commission thereunder. (fvi) At No consent, approval, authorization or order of any United States federal or New York, California or (with respect to matters arising under the Execution Time Delaware General Corporation Law) Delaware court or governmental agency or body is required for the consummation of the transactions contemplated by this Agreement or the Indenture, except such as have been obtained under the Act and on every date specified such as may be required under the securities and blue sky laws, rules or regulations of any jurisdiction in Section 4(oconnection with the purchase and distribution of the Notes and related Guarantees by the Agents and such other approvals as have been obtained. (vii) Neither the issue and sale of the Notes (in the forms certified to by an authorized officer of the Company), the compliance by the Company and the Guarantor with all the provisions of this Agreement, the Agents Indenture, the Notes or the Guarantees (in the form certified to by an authorized officer of the Guarantor), the consummation of the transactions herein or therein contemplated nor the fulfillment of the terms hereof or thereof will conflict with, result in a breach of, or constitute a default under the charter or bylaws of the Company or the Guarantor or the terms of any indenture or other agreement or instrument filed with the Commission and to which the Company or the Guarantor or any of the Guarantor's subsidiaries is a party or bound, or any order, decree, judgment or regulation (other than any federal or state securities or blue sky laws, rules or regulations) known to such counsel to be applicable to the Company or the Guarantor or any of the Guarantor's subsidiaries of any court, regulatory body, administrative agency, governmental body or arbitrator having jurisdiction over the Company or the Guarantor or any of the Guarantor's subsidiaries. (viii) To the best knowledge of such counsel, no holders of securities of the Company or the Guarantor have rights to the registration of such securities under the Registration Statement. (ix) Such counsel confirms (i) that the statements in the Prospectus under the caption "Federal Income Tax Consequences", insofar as such statements constitute a summary of the legal matters referred to therein, fairly present the information disclosed therein in all material respects, (ii) the conformity in all material respects of the Notes (in the forms certified to by an authorized officer of the Company) to the statements relating thereto in the Prospectus, and (iii) the conformity in all material respects of the Indenture and the Guarantees to the statements relating thereto in the Prospectus under the captions "Description of Notes" and "Description of Debt Securities and Guarantees". Such counsel shall have received from BDO a letter dated such datealso state that, in the course of their engagement to represent or advise the Company and the Guarantor professionally, they have not become aware of any pending legal proceeding before any court or administrative agency or authority or any arbitration tribunal, nor have they devoted substantive attention in the form of legal representation as to any current overtly threatened litigation against or directly affecting the Company or its subsidiaries or the Guarantor or its subsidiaries, in each case that is required to be described in the Registration Statement or the Prospectus and substance satisfactory is not so described. In making the foregoing statement, they shall endeavor, to the Agents containing statements and information extent they believe necessary, to determine from lawyers currently in their firm who have performed substantive legal services for the Company or the Guarantor, whether such services involved substantive attention in the form of legal representation concerning pending legal proceedings or overtly threatened litigation of the type ordinarily included in accountants’ “comfort letters” nature referred to underwriters above. Beyond that, they need not make any review, search or investigation of public files or records or files or records of the Company or the Guarantor, or of their respective transactions, or any other investigation or inquiry with respect to the financial foregoing statement. Such counsel shall also state that in the course of the preparation by the Company, the Guarantor and their counsel of the Registration Statement and Prospectus (other than the Incorporated Documents (as defined below)), such counsel attended conferences with certain of the officers of, and the independent public accountants for, the Company and the Guarantor, at which the Registration Statement and Prospectus were discussed. Given the limitations inherent in the independent verification of factual matters and the character of determinations involved in the registration process, such counsel need not pass upon and need not assume any responsibility for the accuracy, completeness or fairness of the statements and certain financial information contained in the Registration Statement and Prospectus including the Incorporated Documents, except as specifically described in the opinion set forth in paragraph (ix) above. Subject to the foregoing and on the basis of the information such counsel gained in the performance of the services referred to above, including information obtained from officers and other representatives of the Company and Guarantor, such counsel shall state that no facts have come to such counsel's attention that have caused it to believe that the Registration Statement, at the time it became effective, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus, at its date or at the date hereof, included or includes, as the case may be, any untrue statement of material fact or omitted or omits, as the case may be, to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that such counsel need not express a view or belief with respect to (i) the financial statements, the related notes and schedules thereto or other financial and statistical data included or incorporated by reference in the Registration Statement and Prospectus or (ii) any part of the Registration Statement which shall constitute a Statement of Eligibility on Form T-1 under the Trust Indenture Act. References to the Prospectus in this Section 5(b) include any amendments or supplements thereto at the date hereof. In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of California, the State of New York, the State of Delaware (but only with respect to the Delaware General Corporation Law) or the United States, to the extent they deem proper and specified in such opinion, upon the opinion of other counsel of good standing whom they believe to be reliable and who are satisfactory to counsel for the Agents and (B) as to matters of fact, to the extent they deem proper, on certificates and oral or written statements and other information of or from public officials and officers and representatives of the Company, the Guarantor, their respective subsidiaries and others. In rendering the opinions set forth in paragraphs (iii) and (iv), such counsel may state that such opinions are subject to the following: (i) bankruptcy, insolvency, reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other laws now or hereafter in effect affecting creditors' rights generally; and (ii) general principles of equity (including, without limitation, standards of materiality, good faith, fair dealing and reasonableness) whether such principles are considered in a proceeding in equity or at law. In rendering the opinions set forth above, such counsel need not express an opinion as to the legality, validity, binding effect or enforceability of any provision of the Notes, the Indenture or the Guarantees providing for payments thereunder in a currency other than currency of the United States of America to the extent that a court of competent jurisdiction will under applicable law convert any judgment rendered in such other currency into currency of the United States of America or to the extent that payment in a currency other than currency of the United States of America is contrary to applicable law. In rendering the opinions set forth above, such counsel may state that it has assumed, with the permission of the Agents, that the amount of Notes to be issued from time to time will not violate any provision in any such agreement referred to in paragraph (vii) which imposes limits on the amount of debt of the Company, the Guarantor or any of the Guarantor's subsidiaries which may be outstanding at any one time (whether directly or indirectly, through satisfaction of financial ratios or otherwise). (c) The Company and the Guarantor shall have furnished to the Agents the opinion or opinions of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Counsel of the Company and the Guarantor, dated the date hereof, substantially as set forth below, with such additional qualifications and exceptions as shall be acceptable to the Agents and their counsel: (i) Each Subsidiary, if any, is a corporation, duly incorporated, validly existing and in good standing under the laws of the state of its incorporation, with the corporate power and authority to own its properties and to conduct its business as described in the Prospectus. (gii) Since Each of the respective dates Company, the Guarantor and the Subsidiaries is duly qualified to do business as a foreign corporation and is in good standing under the laws of each jurisdiction which information is disclosed requires such qualification wherein it owns or leases material properties or conducts material business other than jurisdictions in which the failure to so qualify, when considered in the Registration Statement aggregate and the Disclosure Packagenot individually, except as otherwise stated therein, there shall would not have been any a material adverse change in the condition (financial or otherwise) or in the earnings, business affairs or business prospects of effect on the Company or the Guarantor and its Subsidiaries considered as one enterprise. (iii) All the outstanding shares of capital stock of the Company and each Subsidiary have been duly and validly authorized and issued and are fully paid and nonassessable, whether or not arising in the ordinary course of businessand, except as otherwise set forth in the Prospectus, all outstanding shares of capital stock of the Company and the Subsidiaries are owned by the Guarantor either directly or contemplated in the Disclosure Package (exclusive through wholly owned subsidiaries free and clear of any amendment perfected security interest and, to the knowledge of such counsel, after due inquiry, any other security interests, claims, liens or supplement thereto) the effect of which is, in the sole judgment of the Agents, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement (exclusive of any amendment thereof) and the Disclosure Package (exclusive of any amendment or supplement thereto)encumbrances. (hiv) The Company shall have paid the required Commission filing fees relating to the Shares within the time period required by Rule 456(b)(1)(i) outstanding shares of common stock of the Act without regard to the proviso therein Guarantor have been duly and otherwise in accordance with Rules 456(b) validly authorized and 457(r) of the Act and, if applicable, shall have updated the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b)issued and are fully paid and nonassessable. (iv) Between Neither the Execution Time issue and sale of the Notes, the compliance by the Company and the time Guarantor with all the provisions of this Agreement, the Indenture, the Notes or the Guarantees, the consummation of any sale other of Shares through the Agentstransactions herein or therein contemplated nor the fulfillment of the terms hereof or thereof will conflict with, there shall not have been result in a breach of, or constitute a default under the charter or by-laws of the Company or the Guarantor or, to the knowledge of such counsel, the terms of any decrease in indenture or other agreement or instrument to which the rating of Company or the Guarantor or any of the Company’s debt securities by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act) Guarantor's subsidiaries is a party or bound, or any notice given order, decree, law, judgment, rule or regulation known to such counsel to be applicable to the Company or the Guarantor or any of the Guarantor's subsidiaries of any intended court, regulatory body, administrative agency, governmental body or potential decrease in arbitrator having jurisdiction over the Company or the Guarantor or any such rating or of a possible change in any such rating that does not indicate the direction of the possible changeGuarantor's subsidiaries. (j) FINRA shall not have raised any objection with respect to the fairness and reasonableness of the terms and arrangements under this Agreement. (kvi) The Shares shall have been listed and admitted and authorized for trading on documents (the NYSE, and satisfactory evidence of such actions shall have been provided to the Agents. (l"Incorporated Documents") Prior to each Settlement Date and Time of Delivery, as applicable, the Company shall have furnished to the Agents such further information, certificates and documents as the Agents may reasonably request. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to either Agent and counsel for such Agent, this Agreement and all obligations of the Agents hereunder may be canceled at, or at any time prior to, any Settlement Date or Time of Delivery, as applicable, incorporated by such Agent. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 shall be delivered at the office of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, counsel for the Agents, at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, on each such date as provided in this Agreement.referenc

Conditions to the Obligations of the Agents. The obligations of the Agents under this Agreement and any Terms Agreement shall be subject to (i) the accuracy of the representations and warranties on the part of the Company contained herein as of the Execution Time, each Representation Date, and as of each Applicable Time, Settlement Date and Time of Delivery, (ii) to the performance by the Company of its obligations hereunder and (iii) the following additional conditions: (a) The Prospectus, and any supplement thereto, required by Rule 424 to be filed with the Commission have been filed in the manner and within the time period required by Rule 424(b) with respect to any sale of Ordinary Shares; each Interim Prospectus Supplement shall have been filed in the manner required by Rule 424(b) within the time period required by Rule 424(b); any other material required to be filed by the Company pursuant to Rule 433(d) under the Act, shall have been filed with the Commission within the applicable time periods prescribed for such filings by Rule 433; and no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use shall have been issued and no proceedings for that purpose shall have been instituted or or, to the knowledge of the Company, threatened. (b) The Company shall have requested furnished or caused to be furnished the opinions and caused the Company Counsel to furnish to the Agents, at the Execution Time letters from its counsel and on every date specified accountants as set forth in Section 4(l) of this Agreement4, its written opinions, substantially similar to on the form attached hereto dates as Annex II-A (legal opinion), Annex II-B (negative assurance letter) and Annex II-C (REIT tax opinion), dated as of such date and addressed to the Agentsset forth in Section 4. (c) The Agents shall have received from ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel for the Agents, at the Execution Time and on every date specified an opinion as set forth in Section 4(m) of this Agreement4(p), such opinion or opinions, dated on the dates as of such date and addressed to the Agents, with respect to the issuance and sale of the Shares, the Registration Statement, the Disclosure Package, the Prospectus (together with any supplement thereto) and other related matters as the Agents may reasonably requireset forth in Section 4, and the Company shall have furnished to such counsel such documents as they reasonably request for the purpose of enabling them to pass upon such matters. (d) The Agents shall have received from ▇▇▇▇▇▇▇ LLP, counsel for the Company with respect to certain matters of Maryland law, at the Execution Time and on every date specified in Section 4(n) of this Agreement, such opinion or opinions, substantially similar to the form attached hereto as Annex II-D, dated as of such date and addressed to the Agents, with respect to certain Maryland law matters as the Agents may reasonably require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (e) The Company shall have furnished or caused to be furnished to the Agents, at the Execution Time and on every date specified in Section 4(k) of this Agreement, a certificate by the principal executive officer or principal financial officer of the Company, signed by the chief executive officerdated as of such date, president or vice president of the Company and the chief financial or chief accounting officer of the Company to the effect that the signer of such certificate has carefully examined the Registration Statement and the Prospectus and any supplements or amendments thereto and this Agreement and that: (i) the representations and warranties of the Company in this Agreement are true and correct as if made at on and as of such date (except to with the extent that same effect as if made on such representations date and warranties speak as of another date, in which case such representations and warranties shall be true and correct as of such other date); (ii) the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such date; and ; (iiiii) no stop order suspending the effectiveness of the Registration Statement or any notice objecting to its use has been issued, issued by the Commission and no proceedings for that purpose have been instituted or are pending or, to their such officer’s knowledge, threatened; and (iii) since the date of the most recent financial statements included in the Prospectus, there has been no material adverse change, or any development that would reasonably be expected to result in a material adverse change on the condition (financial or otherwise), net worth, earnings, prospects, cash flows, business or results of operations or properties of the Company and its subsidiaries, taken as a whole, or any change in the share capital or long-term debt of the Company, otherwise than as set forth in or contemplated by in the CommissionProspectus, as amended or supplemented. (fe) At The Company shall have requested and caused Deloitte S.L. or other independent accountants satisfactory to the Execution Time and Agents) to have furnished to the Agents, on every date specified in Section 4(o4(q) hereof, a comfort letter, dated respectively as of this Agreement, the Agents shall have received from BDO a letter dated such date, in form and substance reasonably satisfactory to the Agents 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 the Registration Statement and the ProspectusAgents. (gf) Since Subsequent to the respective dates as of which information is disclosed in the Registration Statement and the Disclosure PackageProspectus, except as otherwise stated therein, there shall not have been (i) any material adverse change or decrease specified in the condition (financial or otherwiseletter referred to in Section 6(e) or in the earnings(ii) any adverse change, business affairs or business prospects of the Company and its Subsidiaries considered as one enterpriseany development involving a prospective adverse change that would reasonably be expected to have a Material Adverse Effect, whether or not arising in the ordinary course of business, except as set forth in or contemplated in the Disclosure Package (exclusive of any amendment or supplement thereto) the effect of which iswhich, in the sole judgment of Agents’ opinion, would materially and adversely affect the Agents, so material and adverse as to make it impractical or inadvisable to proceed with the offering or delivery of the Shares as contemplated by the Registration Statement (exclusive of any amendment thereof) and the Disclosure Package (exclusive of any amendment or supplement thereto)market for Ordinary Shares. (h) The Company shall have paid the required Commission filing fees relating to the Shares within the time period required by Rule 456(b)(1)(i) of the Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) of the Act and, if applicable, shall have updated the “Calculation of Registration Fee” table in accordance with Rule 456(b)(1)(ii) either in a post-effective amendment to the Registration Statement or on the cover page of a prospectus filed pursuant to Rule 424(b). (ig) Between the Execution Time and the time of any sale of Ordinary Shares through the Agents, there shall not have been any decrease in the rating of any of the Company’s debt securities of the Company by any “nationally recognized statistical rating organization” (as defined for purposes of Rule 436(g) under the Act) that is so material as to make it impracticable or any notice given of any intended or potential decrease inadvisable in any such rating or of a possible change in any such rating that does not indicate the direction sole judgment of the possible changeAgents to proceed with the offering or delivery of the Ordinary Shares on the terms and in the manner contemplated in the Prospectus. (jh) FINRA shall not have raised any objection with respect to the fairness and reasonableness of the terms and arrangements under this Agreement. (ki) The Trading in the Ordinary Shares shall not have been listed and admitted and authorized for trading suspended on the NYSE, and satisfactory evidence of such actions shall have been provided to the AgentsNasdaq. (lj) Prior to each Settlement Date and Time of Delivery, as applicable, the Company shall have furnished to the Agents such further information, certificates and documents as the Agents may reasonably requestrequest for the purposes of enabling them to pass upon the issuance and sale of the Ordinary Shares as contemplated herein, in any Terms Agreement, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained. If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to either Agent the Agents and counsel for such Agentthe Agents, this Agreement and all obligations of the Agents hereunder may be canceled at, or at any time prior to, any Settlement Date or Time of Delivery, as applicable, by such Agentthe Agents. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing. The documents required to be delivered by this Section 6 shall be delivered at to the office of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, counsel for the Agents, at ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇or electronically to an address provided by it to the Company or their counsel, on each such date as provided in this Agreement.