Common use of Execution of Agreement Clause in Contracts

Execution of Agreement. The Subject Agent’s obligations under this Agreement shall be subject to the satisfaction of the following conditions in connection with and on the date of the execution of this Agreement: (a) the Company shall have delivered to the Subject Agent: (i) an officers’ certificate signed by two officers of the Company (one of whom shall be the Chief Financial Officer or other senior financial officer) and of the general partner of the Operating Partnership certifying as to the matters set forth in Exhibit B hereto; (ii) an opinion and, if not covered in such opinion, a negative assurance letter of Baker, Donelson, Bearman, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, PC, counsel for the Company, addressed to the Agents and dated the date of this Agreement, in the form of Exhibit C hereto; (iii) (A) a “comfort” letter from Ernst & Young LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to the Company and the Operating Partnership contained or incorporated by reference in the Registration Statement and the Prospectus, and (B) a “comfort” letter from Deloitte & Touche LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to Colonial and Colonial LP contained or incorporated by reference in the Registration Statement and the Prospectus; (iv) a certificate signed by its Chief Financial Officer, in the form of Exhibit D hereto, certifying as to historical and pro forma financial statements, if any, and certain other financial, numerical and statistical data, in each case not covered by the “comfort” letter referred to in Section 5(a)(iii) hereof; (v) evidence reasonably satisfactory to the Subject Agent and its counsel that the Shares have been approved for listing on the Exchange, subject only to notice of issuance on or before the date hereof; (vi) resolutions duly adopted by the Company’s board of directors, and certified by an officer of the Company, authorizing the Company’s execution of this Agreement and the consummation by the Company of the transactions contemplated hereby, including the issuance of the Shares; and (vii) such other documents as the Subject Agent shall reasonably request; and (b) The Subject Agent shall have received a letter, which shall include legal opinions and negative assurance statements, of Sidley Austin LLP, counsel to the Agents, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request.

Execution of Agreement. The Subject Agent’s obligations under this Agreement shall be subject to the satisfaction of the following conditions in connection with and on the date of the execution of this Agreement: (a) the Company shall have delivered to the Subject Agent: (i) an officers’ certificate signed by two officers of the Company (one of whom shall be the Chief Financial Officer or other senior financial officer) and of the general partner of the Operating Partnership certifying as to the matters set forth in Exhibit B hereto; (ii) an opinion and, if not covered in such opinion, a negative assurance letter of Baker, Donelson, Bearman, ▇C▇▇▇▇▇▇▇ & ▇B▇▇▇▇▇▇▇▇, PC, counsel for the Company, addressed to the Agents and dated the date of this Agreement, in the form of Exhibit C hereto; (iii) (A) a “comfort” letter from Ernst & Young LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to the Company and the Operating Partnership contained or incorporated by reference in the Registration Statement and the Prospectus, and (B) a “comfort” letter from Deloitte & Touche LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to Colonial and Colonial LP contained or incorporated by reference in the Registration Statement and the Prospectusrequest; (iv) a certificate signed by its Chief Financial Officer, in the form of Exhibit D hereto, certifying as to historical and pro forma financial statements, if any, and certain other financial, numerical and statistical data, in each case not covered by the “comfort” letter referred to in Section 5(a)(iii) hereof; (v) evidence reasonably satisfactory to the Subject Agent and its counsel that the Shares have been approved for listing on the Exchange, subject only to notice of issuance on or before the date hereof; (vi) resolutions duly adopted by the Company’s board of directors, and certified by an officer of the Company, authorizing the Company’s execution of this Agreement and the consummation by the Company of the transactions contemplated hereby, including the issuance of the Shares; and (vii) such other documents as the Subject Agent shall reasonably request; and (b) The Subject Agent shall have received a letter, which shall include legal opinions and negative assurance statements, of Sidley Austin LLP, counsel to the Agents, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request.

Execution of Agreement. The Subject Agent’s obligations under this Agreement shall be subject to the satisfaction of the following conditions in connection with and on the date of the execution of this Agreement: (a) the Company shall have delivered to the Subject Agent: (i) an officers’ certificate signed by two officers of the Company (one of whom shall be the Chief Financial Officer or other senior financial officer) and of the general partner of the Operating Partnership certifying as to the matters set forth in Exhibit B hereto; (ii) an opinion and, if not covered in such opinion, and a negative assurance letter of Baker, Donelson, Bearman, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, PCProfessional Corporation, counsel for the Company, addressed to the Agents Agent and dated the date of this Agreement, in form and substance satisfactory to the form of Exhibit C heretoAgent; (iii) (A) a “comfort” letter from Ernst ▇▇▇▇▇ & Young LLP, addressed to the Agents Agent and dated the date of this Agreement, addressing such matters as the Agents Agent may reasonably request with respect to the financial statements and certain financial information of or relating to the Company and the Operating Partnership contained or incorporated by reference in the Registration Statement and the Prospectus, and (B) a “comfort” letter from Deloitte & Touche LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to Colonial and Colonial LP contained or incorporated by reference in the Registration Statement and the Prospectusrequest; (iv) a certificate signed by its the Company’s Chief Financial Officer, in substantially the form of Exhibit D C hereto, certifying as to historical and pro forma financial statements, if any, and certain other financial, numerical and statistical data, in each case data not covered by the “comfort” letter referred to in Section 5(a)(iii) hereof; (v) evidence reasonably satisfactory to the Subject Agent and its counsel that the Shares have been approved for listing on the Exchange, subject only to notice of issuance on or before the date hereof; (vi) resolutions duly adopted by the Company’s board of directors, and certified by an officer of the Company, authorizing the Company’s execution of this Agreement and the consummation by the Company of the transactions contemplated hereby, including the issuance and sale of the Shares; and (vii) such other documents as the Subject Agent shall reasonably request; and (b) The Subject Agent shall have received a letterletter or letters, which shall include legal opinions and negative assurance statements, of Sidley Austin ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the AgentsAgent, addressed to the Agents Agent and dated the date of this Agreement, addressing such matters as the Agents Agent may reasonably request.

Execution of Agreement. The Subject Agent▇▇▇▇▇ Fargo’s obligations under obligation to execute and deliver this Agreement shall be subject to the satisfaction of the following conditions in connection with and on the date of the execution of this Agreement: (a) the Company shall have delivered to the Subject Agent▇▇▇▇▇ Fargo: (i) an officers’ officer’s certificate signed by two of its executive officers of the Company (one of whom shall be the Chief Financial Officer or other senior financial officer) and of the general partner of the Operating Partnership certifying as to the matters set forth in Exhibit B C hereto; (ii) an opinion and, if not covered in such opinion, a opinions and negative assurance letter of Baker, Donelson, Bearman, Barack ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, PC▇ LLP, counsel for the Company, addressed to ▇▇▇▇▇ Fargo and dated the Agents date of this Agreement, in the form of ▇▇▇▇▇▇▇▇ ▇-▇, ▇-▇ and D-3 hereto. In giving its opinion, such counsel may rely (i) as to all matters of fact, upon representations, statements or certificates of public officials and statements of officers, directors, partners, employees and representatives of and accountants for each of the Company and its Subsidiaries, (ii) as to matters of Maryland law, on the opinion of McGuireWoods LLP, Baltimore, Maryland, and (iii) as to the good standing and qualification of the Company and the Operating Partnership to do business in any state or jurisdiction, upon certificates of appropriate government officials and letters from Corporation Service Company, copies of which have been furnished to you; (iii) an opinion of McGuireWoods LLP, special Maryland counsel to the Company, addressed to ▇▇▇▇▇ Fargo and dated the date of this Agreement, in the form of Exhibit C E hereto; (iii) (Aiv) a “comfort” letter from Ernst & Young of PricewaterhouseCoopers LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to the Company and the Operating Partnership contained or incorporated by reference in the Registration Statement and the Prospectus, and (B) a “comfort” letter from Deloitte & Touche LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to Colonial and Colonial LP contained or incorporated by reference in the Registration Statement and the Prospectus; (iv) a certificate signed by its Chief Financial Officer, in the form of Exhibit D hereto, certifying as to historical and pro forma financial statements, if any, and certain other financial, numerical and statistical data, in each case not covered by the “comfort” letter referred to in Section 5(a)(iii) hereofrequest; (v) evidence reasonably satisfactory to the Subject Agent ▇▇▇▇▇ Fargo and its counsel that the Shares have been approved for listing on the Exchange, subject only to notice of issuance on or before the date hereof; (vi) resolutions duly adopted by the Company’s board of directors, and certified by an officer of the Company, authorizing the Company’s execution of this Agreement and the consummation by the Company of the transactions contemplated hereby, including the issuance of the Shares; and (vii) such other documents as the Subject Agent ▇▇▇▇▇ Fargo shall reasonably request; and (b) The Subject Agent ▇▇▇▇▇ Fargo shall have received a letter, which shall include legal opinions an opinion and negative assurance statements, letter of Sidley Austin ▇▇▇▇▇▇▇▇ Chance US LLP, counsel to the Agents, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request. In giving its opinion, such counsel may rely (A) as to matters of Maryland law, on the opinion of McGuireWoods LLP, Baltimore, Maryland, which opinion shall be in form and substance reasonably satisfactory to counsel for the Agents and (B) as to the good standing and qualification of the Company, the Corporate Subsidiaries and the Partnership Subsidiaries to do business in any state or jurisdiction, upon certificates of appropriate governmental officials or opinions of counsel in such jurisdictions.

Execution of Agreement. The Subject AgentKeyBanc’s obligations under obligation to execute and deliver this Agreement shall be subject to the satisfaction of the following conditions in connection with and on the date of the execution of this Agreement: (a) the Company shall have delivered to the Subject AgentKeyBanc: (i) an officers’ certificate signed by two of its executive officers of the Company (one of whom shall be the Chief Financial Officer or other senior financial officer) and of the general partner of the Operating Partnership certifying as to the matters set forth in Exhibit B C hereto; (ii) an opinion and, if not covered in such opinion, a and negative assurance letter of Baker, Donelson, Bearman, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, PCDentons US LLP, counsel for the Company, addressed to the Agents KeyBanc and dated the date of this Agreement, in the form of Exhibit C E hereto; (iii) a REIT opinion of Dentons US LLP, counsel for the Company, addressed to KeyBanc and dated the date of this Agreement, in the form of Exhibit F hereto; (Aiv) a “comfort” letter from of Ernst & Young LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to the Company and the Operating Partnership contained or incorporated by reference in the Registration Statement and the Prospectus, and (B) a “comfort” letter from Deloitte & Touche LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to Colonial and Colonial LP contained or incorporated by reference in the Registration Statement and the Prospectus; (iv) a certificate signed by its Chief Financial Officer, in the form of Exhibit D hereto, certifying as to historical and pro forma financial statements, if any, and certain other financial, numerical and statistical data, in each case not covered by the “comfort” letter referred to in Section 5(a)(iii) hereofrequest; (v) evidence reasonably satisfactory to the Subject Agent KeyBanc and its counsel that the Shares have been approved for listing on the Exchange, subject only to notice of issuance on or before the date hereof; (vi) resolutions duly adopted by the Company’s board of directors, and certified by an officer of the Company, authorizing the Company’s execution of this Agreement and the consummation by the Company of the transactions contemplated hereby, including the issuance of the Shares; and (vii) such other documents as the Subject Agent KeyBanc shall reasonably request. (b) the Operating Partnership shall have delivered to KeyBanc: (i) an officers’ certificate signed by two officers of ACCHL certifying as to the matters set forth in Exhibit D hereto; and (bii) The Subject Agent resolutions duly adopted by ACCHL, and certified by an officer of ACCHL, authorizing ACCHL’s execution of this Agreement on behalf of itself and the Operating Partnership. (c) KeyBanc shall have received a letter, which shall include legal opinions an opinion and negative assurance statements, letter of Sidley Austin LLP, counsel to the Agents, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request.

Execution of Agreement. The Subject Agent’s Agents’ obligations under this Agreement shall be subject to the satisfaction of the following conditions in connection with and on the date of the execution of this Agreement: (a) the Company shall have delivered to the Subject AgentAgents: (i) an officers’ certificate signed by two (2) officers of the Company (one of whom shall be the Chief Financial Officer or other senior financial officer) and of the general partner of the Operating Partnership certifying as to the matters set forth in Exhibit B hereto; (ii) an opinion and, if not covered in such opinion, and a negative assurance letter of Baker, Donelson, Bearman, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, PC▇ LLP, counsel for the Company, addressed to the Agents and dated the date of this Agreement, in form and substance reasonably satisfactory to the form of Exhibit C heretoAgents; (iii) (A) a “comfort” letter from Ernst & Young ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, independent registered public accounting firm for the Company, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to the Company and the Operating Partnership contained or incorporated by reference in the Registration Statement and the Prospectus, and (B) a “comfort” letter from Deloitte & Touche LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to Colonial and Colonial LP contained or incorporated by reference in the Registration Statement and the Prospectusrequest; (iv) a certificate from the Company signed by its the Company’s Chief Financial Officer, in the form of Exhibit D heretoagreed with the Agents, certifying as to historical and pro forma financial statements, if any, and certain other financial, numerical and statistical data, in each case data not covered by the “comfort” letter letters referred to in Section 5(a)(iii) hereof; (v) evidence reasonably satisfactory to the Subject Agent Agents and its counsel that the Shares have been approved for listing on the Exchange, subject only to notice of issuance on or before the date hereof; (vi) resolutions duly adopted by the Company’s board of directors, and certified by an officer of the Company, authorizing the Company’s execution of this Agreement and the consummation by the Company of the transactions contemplated hereby, including the issuance and sale of the Shares; and (vii) such other documents as the Subject Agent Agents shall reasonably request; and (b) The Subject Agent Agents shall have received a letter, which shall include legal opinions opinion and a negative assurance statementsstatement, of Sidley Austin ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Agents, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request.

Execution of Agreement. The Subject Each Agent’s obligations under this Agreement shall be subject to the satisfaction of the following conditions in connection with and on the date of the execution of this Agreement: (a) the The Company shall have delivered to the Subject AgentAgents: (i) an officers’ certificate signed by two officers of the Company (one of whom shall be the Chief Financial Officer or other senior financial officer) in form and of the general partner of the Operating Partnership certifying as substance reasonably satisfactory to the matters set forth in Exhibit B heretoAgents; (ii) an opinion and, if not covered in such opinion, a negative assurance letter of Baker, Donelson, Bearman, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, PCWorcester LLP, counsel for the Company, and opinion and, if not covered in such opinion, a negative assurance letter of the General Counsel of the Company, each addressed to the Agents and dated the date of this Agreement, in form and substance reasonably satisfactory to the form of Exhibit C heretoAgents; (iii) (A) a “comfort” letter from Ernst & Young LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to the Company and the Operating Partnership contained or incorporated by reference in the Registration Statement and the Prospectus, and (B) a “comfort” letter from Deloitte & Touche LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to Colonial and Colonial LP contained or incorporated by reference in the Registration Statement and the Prospectusrequest; (iv) a certificate signed by its Chief Financial Officer, in the form of Exhibit D hereto, certifying as to historical and pro forma financial statements, if any, and certain other financial, numerical and statistical data, in each case not covered by the “comfort” letter referred from PricewaterhouseCoopers Australia, addressed to in Section 5(a)(iii) hereofthe Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request; (v) evidence reasonably satisfactory to the Subject Agent Agents and its their counsel that the Shares will be or have been approved for listing on the Exchange, subject only to notice of issuance on or before the date hereof; (vi) resolutions duly adopted by the Company’s board of directorsdirectors (or an authorized committee thereof), and certified by an officer of the Company, authorizing the Company’s execution of this Agreement and the consummation by the Company of the transactions contemplated hereby, including the issuance and sale of the Shares; and (vii) such other documents as the Subject Agent Agents shall reasonably request; and (b) The Subject Agent Agents shall have received a letterletter or letters, which shall include legal opinions and negative assurance statements, of Sidley Austin ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Agents, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request.

Execution of Agreement. The Subject AgentBAML’s obligations under obligation to execute and deliver this Agreement shall be subject to the satisfaction of the following conditions in connection with and on the date of the execution of this Agreement: (a) the Company shall have delivered to the Subject AgentBAML: (i) an officers’ certificate signed by two of its executive officers of the Company (one of whom shall be the Chief Financial Officer or other senior financial officer) and of the general partner of the Operating Partnership certifying as to the matters set forth in Exhibit B C hereto; (ii) an opinion and, if not covered in such opinion, a and negative assurance letter of Baker, Donelson, Bearman, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, PCDentons US LLP, counsel for the Company, addressed to the Agents BAML and dated the date of this Agreement, in the form of Exhibit C E hereto; (iii) a REIT opinion of Dentons US LLP, counsel for the Company, addressed to BAML and dated the date of this Agreement, in the form of Exhibit F hereto; (Aiv) a “comfort” letter from of Ernst & Young LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to the Company and the Operating Partnership contained or incorporated by reference in the Registration Statement and the Prospectus, and (B) a “comfort” letter from Deloitte & Touche LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to Colonial and Colonial LP contained or incorporated by reference in the Registration Statement and the Prospectus; (iv) a certificate signed by its Chief Financial Officer, in the form of Exhibit D hereto, certifying as to historical and pro forma financial statements, if any, and certain other financial, numerical and statistical data, in each case not covered by the “comfort” letter referred to in Section 5(a)(iii) hereofrequest; (v) evidence reasonably satisfactory to the Subject Agent BAML and its counsel that the Shares have been approved for listing on the Exchange, subject only to notice of issuance on or before the date hereof; (vi) resolutions duly adopted by the Company’s board of directors, and certified by an officer of the Company, authorizing the Company’s execution of this Agreement and the consummation by the Company of the transactions contemplated hereby, including the issuance of the Shares; and (vii) such other documents as the Subject Agent BAML shall reasonably request. (b) the Operating Partnership shall have delivered to BAML: (i) an officers’ certificate signed by two officers of ACCHL certifying as to the matters set forth in Exhibit D hereto; and (bii) The Subject Agent resolutions duly adopted by ACCHL, and certified by an officer of ACCHL, authorizing ACCHL’s execution of this Agreement on behalf of itself and the Operating Partnership. (c) BAML shall have received a letter, which shall include legal opinions an opinion and negative assurance statements, letter of Sidley Austin LLP, counsel to the Agents, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request.

Execution of Agreement. The Subject AgentJPMS’s obligations under obligation to execute and deliver this Agreement shall be subject to the satisfaction of the following conditions in connection with and on the date of the execution of this Agreement: (a) the Company shall have delivered to the Subject AgentJPMS: (i) an officers’ certificate signed by two of its executive officers of the Company (one of whom shall be the Chief Financial Officer or other senior financial officer) and of the general partner of the Operating Partnership certifying as to the matters set forth in Exhibit B C hereto; (ii) an opinion and, if not covered in such opinion, a and negative assurance letter of Baker, Donelson, Bearman, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, PCDentons US LLP, counsel for the Company, addressed to the Agents JPMS and dated the date of this Agreement, in the form of Exhibit C E hereto; (iii) a REIT opinion of Dentons US LLP, counsel for the Company, addressed to JPMS and dated the date of this Agreement, in the form of Exhibit F hereto; (Aiv) a “comfort” letter from of Ernst & Young LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to the Company and the Operating Partnership contained or incorporated by reference in the Registration Statement and the Prospectus, and (B) a “comfort” letter from Deloitte & Touche LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to Colonial and Colonial LP contained or incorporated by reference in the Registration Statement and the Prospectus; (iv) a certificate signed by its Chief Financial Officer, in the form of Exhibit D hereto, certifying as to historical and pro forma financial statements, if any, and certain other financial, numerical and statistical data, in each case not covered by the “comfort” letter referred to in Section 5(a)(iii) hereofrequest; (v) evidence reasonably satisfactory to the Subject Agent JPMS and its counsel that the Shares have been approved for listing on the Exchange, subject only to notice of issuance on or before the date hereof; (vi) resolutions duly adopted by the Company’s board of directors, and certified by an officer of the Company, authorizing the Company’s execution of this Agreement and the consummation by the Company of the transactions contemplated hereby, including the issuance of the Shares; and (vii) such other documents as the Subject Agent JPMS shall reasonably request. (b) the Operating Partnership shall have delivered to JPMS: (i) an officers’ certificate signed by two officers of ACCHL certifying as to the matters set forth in Exhibit D hereto; and (bii) The Subject Agent resolutions duly adopted by ACCHL, and certified by an officer of ACCHL, authorizing ACCHL’s execution of this Agreement on behalf of itself and the Operating Partnership. (c) JPMS shall have received a letter, which shall include legal opinions an opinion and negative assurance statements, letter of Sidley Austin LLP, counsel to the Agents, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request.

Execution of Agreement. The Subject AgentDBS’s obligations under obligation to execute and deliver this Agreement shall be subject to the satisfaction of the following conditions in connection with and on the date of the execution of this Agreement: (a) the Company shall have delivered to the Subject AgentDBS: (i) an officers’ certificate signed by two of its executive officers of the Company (one of whom shall be the Chief Financial Officer or other senior financial officer) and of the general partner of the Operating Partnership certifying as to the matters set forth in Exhibit B C hereto; (ii) an opinion and, if not covered in such opinion, a and negative assurance letter of Baker, Donelson, Bearman, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, PCDentons US LLP, counsel for the Company, addressed to the Agents DBS and dated the date of this Agreement, in the form of Exhibit C E hereto; (iii) a REIT opinion of Dentons US LLP, counsel for the Company, addressed to DBS and dated the date of this Agreement, in the form of Exhibit F hereto; (Aiv) a “comfort” letter from of Ernst & Young LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to the Company and the Operating Partnership contained or incorporated by reference in the Registration Statement and the Prospectus, and (B) a “comfort” letter from Deloitte & Touche LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to Colonial and Colonial LP contained or incorporated by reference in the Registration Statement and the Prospectus; (iv) a certificate signed by its Chief Financial Officer, in the form of Exhibit D hereto, certifying as to historical and pro forma financial statements, if any, and certain other financial, numerical and statistical data, in each case not covered by the “comfort” letter referred to in Section 5(a)(iii) hereofrequest; (v) evidence reasonably satisfactory to the Subject Agent DBS and its counsel that the Shares have been approved for listing on the Exchange, subject only to notice of issuance on or before the date hereof; (vi) resolutions duly adopted by the Company’s board of directors, and certified by an officer of the Company, authorizing the Company’s execution of this Agreement and the consummation by the Company of the transactions contemplated hereby, including the issuance of the Shares; and (vii) such other documents as the Subject Agent DBS shall reasonably request. (b) the Operating Partnership shall have delivered to DBS: (i) an officers’ certificate signed by two officers of ACCHL certifying as to the matters set forth in Exhibit D hereto; and (bii) The Subject Agent resolutions duly adopted by ACCHL, and certified by an officer of ACCHL, authorizing ACCHL’s execution of this Agreement on behalf of itself and the Operating Partnership. (c) DBS shall have received a letter, which shall include legal opinions an opinion and negative assurance statements, letter of Sidley Austin LLP, counsel to the Agents, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request.

Execution of Agreement. The Subject Each Agent’s obligations under obligation to execute this Agreement shall be subject to the satisfaction of the following conditions in connection with with, and on the intended date of the execution of of, this Agreement: (a) the Company shall have delivered to the Subject AgentAgents and to the Selling Stockholder: (i) an officers’ officer’s certificate signed by two officers of the Company (one of whom shall be the Chief Financial Officer or other senior financial officer) and of the general partner of the Operating Partnership its executive officers certifying as to the matters set forth in Exhibit B A-1 hereto; (ii) an opinion andof the General Counsel or a Deputy or Assistant General Counsel of the Company, if not covered addressed to the Agents and dated the date of this Agreement, in such opinion, the form of Exhibit B hereto; (iii) an opinion and a negative assurance letter 10b-5 statement of Baker, Donelson, Bearman, ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇ LLP, PC, special counsel for the Company, addressed to the Agents and dated the date of this Agreement, in the form of Exhibit C hereto; (iii) (Aiv) a “comfort” letter from of Ernst & Young LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect Agreement and addressed to the financial statements and certain financial information of or relating to the Company and the Operating Partnership contained or incorporated by reference Agents, in the Registration Statement and the Prospectus, and (B) a “comfort” letter from Deloitte & Touche LLP, addressed form reasonably satisfactory to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to Colonial and Colonial LP contained or incorporated by reference in the Registration Statement and the Prospectus; (iv) a certificate signed by its Chief Financial Officer, in the form of Exhibit D hereto, certifying as to historical and pro forma financial statements, if any, and certain other financial, numerical and statistical data, in each case not covered by the “comfort” letter referred to in Section 5(a)(iii) hereofAgents’ counsel; (v) evidence reasonably satisfactory to the Subject Agent Agents and its the Agents’ counsel that the Registration Statement is effective; (vi) evidence reasonably satisfactory to the Agents and the Agents’ counsel that the Shares have been approved for listing on the Exchange, subject only to notice of issuance on or before the date hereof; (vivii) resolutions duly adopted by the Company’s board of directors, and certified by an officer of the Company, authorizing the Company’s execution of this Agreement and the consummation by the Company of the transactions contemplated hereby, including the issuance of the Shares; and (viiviii) such other documents as the Subject Agent Agents shall reasonably request; and; (b) The Subject Agent the Selling Stockholder shall have received a letter, which shall include legal opinions and negative assurance statements, of Sidley Austin LLP, counsel delivered to the Agents: (i) an officer’s certificate signed by one of its executive officers certifying as to the matters set forth in Exhibit A-2 hereto; (ii) an opinion of ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., counsel for the Selling Stockholder, addressed to the Agents and dated the date of this Agreement, addressing in the form of Exhibit D hereto; (iii) resolutions duly adopted by the Selling Stockholder’s members or managers, and certified by an officer of the Selling Stockholder, authorizing the Selling Stockholder’s execution of this Agreement and the consummation by the Selling Stockholder of the transactions contemplated hereby, including the sale of the Shares; (iv) a properly completed and executed United States Treasury Department Form W-9 or W-8 (or other applicable form or statement specified by the Treasury Department regulations in lieu thereof) in order to facilitate the Agents’ documentation of their compliance with the reporting and withholding provisions of the Tax Equity and Fiscal Responsibility Act of 1982 with respect to the transactions herein contemplated; and (v) such matters other documents as the Agents may shall reasonably request; (c) the Agents shall have received the favorable opinion of Cravath, Swaine & ▇▇▇▇▇ LLP, special counsel for the Agents, as to the matters set forth in Exhibit E hereto.

Execution of Agreement. The Subject Agent’s Agents’ obligations under this Agreement shall be subject to the satisfaction of the following conditions in connection with and on the date of the execution of this Agreement: (a) the Company Transaction Entities shall have delivered to the Subject AgentAgents: (i) an officers’ certificate signed by two officers of the Company (one of whom shall be the Chief Financial Officer or other senior financial officer) and of the general partner of the Operating Partnership certifying as to the matters set forth in Exhibit B hereto; (ii) an opinion and, if not covered in such opinion, a negative assurance letter of Baker, Donelson, Bearman, ▇▇Winston & ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, PCLLP, counsel for the CompanyTransaction Entities, an opinion of Dentons US LLP regarding certain tax matters, addressed to the Agents and dated the date of this Agreement, in the form of Exhibit C C-1, and Exhibit C-2, respectively, hereto; (iii) (A) a “comfort” letter from Ernst each of PricewaterhouseCoopers LLP, ▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇ & Young LLP▇▇▇▇▇▇, LLC, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to the Company and the Operating Partnership contained or incorporated by reference in the Registration Statement and the Prospectus, and (B) a “comfort” letter from Deloitte & Touche LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to Colonial and Colonial LP contained or incorporated by reference in the Registration Statement and the Prospectusrequest; (iv) a certificate signed by its the Company’s Chief Financial Officer, in the form of Exhibit D heretoagreed upon between the Company and the Agents, certifying as to historical and pro forma financial statements, if any, and certain other financial, numerical and statistical data, in each case data not covered by the “comfort” letter referred to in Section 5(a)(iii) hereof; (v) evidence reasonably satisfactory to the Subject Agent Agents and its their counsel that the Shares have been approved for listing on the Exchange, subject only to notice of issuance on or before the date hereof;; and (vi) resolutions duly adopted by the Company’s board of directors, and certified by an officer of the Company, authorizing the Company’s execution of this Agreement by the Company and the Operating Partnership and the consummation by the Company and the Operating Partnership of the transactions contemplated hereby, including the issuance and sale of the Shares; and (vii) such other documents as the Subject Agent Agents shall reasonably request; and. (b) The Subject Agent Agents shall have received a letterletter or letters, which shall include legal opinions and negative assurance statements, of Sidley Austin ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Agents, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request.

Execution of Agreement. The Subject [Name of Agent]’s obligations under obligation to execute and deliver this Agreement shall be subject to the satisfaction of the following conditions in connection with with, and on the date of of, the execution of this Agreement: (a) the Company shall have delivered to the Subject [Name of Agent]: (i) an officers’ officer’s certificate signed by two officers of the Company (one Company’s executive officers, dated the date of whom shall be the Chief Financial Officer or other senior financial officer) and of the general partner of the Operating Partnership this Agreement, certifying as to the matters set forth in Exhibit B C hereto; (ii) an opinion and, if not covered in such opinion, a and negative assurance letter of Baker, Donelson, Bearman, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, PCProcter LLP, counsel for to the Company, addressed to the Agents [Name of Agent] and dated the date of this Agreement, in the form of Exhibit C D hereto; (iii) an opinion of ▇▇▇▇▇▇▇ Procter LLP, tax counsel to the Company, addressed to [Name of Agent] and dated the date of this Agreement, in the form of Exhibit E hereto; (Aiv) a “comfort” letter from of Ernst & Young LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to the Company and the Operating Partnership contained or incorporated by reference in the Registration Statement and the Prospectus, and (B) a “comfort” letter from Deloitte & Touche LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to Colonial and Colonial LP contained or incorporated by reference in the Registration Statement and the Prospectus; (iv) a certificate signed by its Chief Financial Officer, in the form of Exhibit D hereto, certifying as to historical and pro forma financial statements, if any, and certain other financial, numerical and statistical data, in each case not covered by the “comfort” letter referred to in Section 5(a)(iii) hereofrequest; (v) evidence reasonably satisfactory to the Subject Agent and its counsel extent required pursuant to Section 2(j) above, a certificate of the chief financial officer of the Company; (vi) evidence that the Shares have been approved for listing on the ExchangeNYSE, subject only to notice of issuance issuance, on or before the date hereof; (vivii) a certificate signed by the Company’s corporate secretary, annexing, among other documents, the resolutions duly adopted by the Company’s board of directors, and certified by an officer of the Company, authorizing the Company’s and the Operating Partnership’s execution of this Agreement and the consummation by the Company and the Operating Partnership of the transactions contemplated hereby, including the issuance and sale of the Shares; and (viiviii) such other documents as the Subject Agent [Name of Agent] shall reasonably request; and (b) The Subject Agent [Name of Agent] shall have received a letter, which shall include legal opinions an opinion and negative assurance statements, letter of Sidley Austin ▇▇▇▇▇ Lovells US LLP, counsel to the Agents, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request.

Execution of Agreement. The Subject AgentJPMS’s obligations under obligation to execute this Agreement shall be subject to the satisfaction of the following conditions in connection with and on the intended date of the execution of this Agreement: (a) the Company shall have delivered to the Subject AgentJPMS: (i) an officers’ officer’s certificate signed by two of its executive officers of the Company (one of whom shall be the Chief Financial Officer or other senior financial officer) and of the general partner of the Operating Partnership certifying as to the matters set forth in Exhibit B hereto; (ii) an opinion andopinions of Rainey, if not covered in such opinionRoss, a negative assurance letter of Baker, Donelson, Bearman, ▇▇▇Rice and ▇▇▇▇▇ & P.L.L.C. and ▇▇▇▇▇▇▇▇▇, PC▇ Day, counsel for the Company, addressed to the Agents JPMS and dated the date of this Agreement, as to the matters set forth in the form of Exhibit C hereto, each with only such departures from such form as ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ LLP, counsel for JPMS, shall have approved; (iii) (A) a “comfort” letter from of Ernst & Young LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements Agreement and certain financial information of or relating to the Company and the Operating Partnership contained or incorporated by reference in the Registration Statement and the Prospectus, and (B) a “comfort” letter from Deloitte & Touche LLP, addressed to the Agents JPMS, in a form reasonably satisfactory to JPMS and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to Colonial and Colonial LP contained or incorporated by reference in the Registration Statement and the Prospectusits counsel; (iv) a certificate signed by evidence reasonably satisfactory to JPMS and its Chief Financial Officer, in counsel that the form of Exhibit D hereto, certifying as to historical and pro forma financial statements, if any, and certain other financial, numerical and statistical data, in each case not covered by the “comfort” letter referred to in Section 5(a)(iii) hereofRegistration Statement has become effective; (v) evidence reasonably satisfactory to the Subject Agent JPMS and its counsel that the Shares have been approved for listing on the Exchange, subject only to notice of issuance on at or before the date hereoftime of purchase on the relevant Purchase Date; (vi) resolutions duly adopted by the Company’s board of directors, and certified by an officer of the Company, authorizing the Company’s execution of this Agreement and the consummation by the Company of the transactions contemplated hereby, including the issuance of the Shares; and (vii) such other documents as the Subject Agent JPMS shall reasonably request; and (b) The Subject Agent JPMS shall have received a letter, which shall include legal opinions the favorable opinion of ▇▇▇▇▇▇▇ and negative assurance statements, of Sidley Austin LLP, counsel ▇▇▇▇▇▇ LLP as to the Agents, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably requestset forth in Exhibit D hereto.

Execution of Agreement. The Subject Agent’s obligations under this Agreement shall be subject to the satisfaction of the following conditions in connection with and on the date of the execution of this Agreement: (a) the Company shall have delivered to the Subject Agent: (i) an officers’ certificate signed by two officers of the Company (one of whom shall be the Chief Financial Officer or other senior financial officer) and of the general partner of the Operating Partnership certifying as to the matters set forth in Exhibit B hereto; (ii) an opinion and, if not covered in such opinion, a negative assurance letter of BakerSkadden, DonelsonArps, BearmanSlate, ▇▇▇▇▇▇▇▇ & ▇▇▇▇ (UK) LLP, United States, counsel for the Company, and an opinion of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ (UK) LLP, PC, English counsel for the Company, each in form and substance reasonably satisfactory to counsel to the Agent, each addressed to the Agents Agent and dated the date of this Agreement, in the form of Exhibit C hereto; (iii) (A) a “comfort” letter from each of Ernst & Young LLP▇▇▇▇▇, ▇.▇. and Deloitte, S.L., addressed to the Agents Agent and dated the date of this Agreement, addressing such matters as the Agents Agent may reasonably request with respect to the financial statements and certain financial information of or relating to the Company and the Operating Partnership contained or incorporated by reference in the Registration Statement and the Prospectus, and (B) a “comfort” letter from Deloitte & Touche LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to Colonial and Colonial LP contained or incorporated by reference in the Registration Statement and the Prospectusrequest; (iv) a certificate signed by its the Company’s Chief Financial Officer, in the form of Exhibit D C hereto, certifying as to historical and pro forma financial statements, if any, and certain other financial, numerical and statistical data, in each case data not covered by the “comfort” letter referred to in Section 5(a)(iii) hereof; (v) evidence reasonably satisfactory to the Subject Agent and its counsel that the Shares have been approved for listing on the Exchange, subject only to notice of issuance on or before the date hereof; (vi) resolutions duly adopted by (i) a copy of the Company’s minutes of a meeting of the board of directors, and certified by an officer directors of the Company, Company or a duly authorized committee thereof approving and authorizing the Company’s execution of this Agreement and the consummation by the Company of the transactions contemplated hereby, hereby including the issuance and sale of the Shares; (ii) evidence in the form of shareholder resolutions that the directors of the Company have the authorities required pursuant to sections 551 of CA 2006 to allot the Shares; and (iii) a copy of the articles of association (and any resolutions or agreements amending the same) of the Company and certificate of incorporation, each as in force and effect as at the date of this Agreement; and (vii) such other documents as the Subject Agent shall reasonably request; and (b) The Subject Agent shall have received a letterletter or letters, which shall include the UK legal opinions opinion, US legal opinion and negative assurance statementsstatement, of Sidley Austin ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ (London) LLP, United States and English counsel to the AgentsAgent, addressed to the Agents Agent and dated the date of this Agreement, addressing such matters as the Agents Agent may reasonably request.

Execution of Agreement. The Subject AgentDBS’s obligations under obligation to execute and deliver this Agreement shall be subject to the satisfaction of the following conditions in connection with and on the date of the execution of this Agreement: (a) the Company shall have delivered to the Subject AgentDBS: (i) an officers’ certificate signed by two of its executive officers of the Company (one of whom shall be the Chief Financial Officer or other senior financial officer) and of the general partner of the Operating Partnership certifying as to the matters set forth in Exhibit B C hereto; (ii) an opinion and, if not covered in such opinion, a and negative assurance letter of Baker, Donelson, Bearman, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, PCLord LLP, counsel for the Company, addressed to the Agents DBS and dated the date of this Agreement, in the form of Exhibit C E hereto; (iii) a REIT opinion of ▇▇▇▇▇ Lord LLP, counsel for the Company, addressed to DBS and dated the date of this Agreement, in the form of Exhibit F hereto; (Aiv) a “comfort” letter from of Ernst & Young LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to the Company and the Operating Partnership contained or incorporated by reference in the Registration Statement and the Prospectus, and (B) a “comfort” letter from Deloitte & Touche LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to Colonial and Colonial LP contained or incorporated by reference in the Registration Statement and the Prospectus; (iv) a certificate signed by its Chief Financial Officer, in the form of Exhibit D hereto, certifying as to historical and pro forma financial statements, if any, and certain other financial, numerical and statistical data, in each case not covered by the “comfort” letter referred to in Section 5(a)(iii) hereofrequest; (v) evidence reasonably satisfactory to the Subject Agent DBS and its counsel that the Shares have been approved for listing on the Exchange, subject only to notice of issuance on or before the date hereof; (vi) resolutions duly adopted by the Company’s board of directors, and certified by an officer of the Company, authorizing the Company’s execution of this Agreement and the consummation by the Company of the transactions contemplated hereby, including the issuance of the Shares; and (vii) such other documents as the Subject Agent DBS shall reasonably request. (b) the Operating Partnership shall have delivered to DBS: (i) an officers’ certificate signed by two officers of ACCHL certifying as to the matters set forth in Exhibit D hereto; and (bii) The Subject Agent resolutions duly adopted by ACCHL, and certified by an officer of ACCHL, authorizing ACCHL’s execution of this Agreement on behalf of itself and the Operating Partnership. (c) DBS shall have received a letter, which shall include legal opinions an opinion and negative assurance statements, letter of Sidley Austin LLP, counsel to the Agents, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request.

Execution of Agreement. The Subject AgentKeyBanc’s obligations under obligation to execute and deliver this Agreement shall be subject to the satisfaction of the following conditions in connection with and on the date of the execution of this Agreement: (a) the Company shall have delivered to the Subject AgentKeyBanc: (i) an officers’ certificate signed by two of its executive officers of the Company (one of whom shall be the Chief Financial Officer or other senior financial officer) and of the general partner of the Operating Partnership certifying as to the matters set forth in Exhibit B C hereto; (ii) an opinion and, if not covered in such opinion, a and negative assurance letter of Baker, Donelson, Bearman, ▇▇▇▇▇ Lord ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, PC▇ LLP, counsel for the Company, addressed to the Agents KeyBanc and dated the date of this Agreement, in the form of Exhibit C E hereto; (iii) an opinion of ▇▇▇▇▇ Lord Bissell & Liddell LLP, counsel for the Company, addressed to KeyBanc and dated the date of this Agreement, in the form of Exhibit F hereto; (Aiv) a “comfort” letter from of Ernst & Young LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to the Company and the Operating Partnership contained or incorporated by reference in the Registration Statement and the Prospectus, and (B) a “comfort” letter from Deloitte & Touche LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to Colonial and Colonial LP contained or incorporated by reference in the Registration Statement and the Prospectus; (iv) a certificate signed by its Chief Financial Officer, in the form of Exhibit D hereto, certifying as to historical and pro forma financial statements, if any, and certain other financial, numerical and statistical data, in each case not covered by the “comfort” letter referred to in Section 5(a)(iii) hereofrequest; (v) evidence reasonably satisfactory to the Subject Agent KeyBanc and its counsel that the Shares have been approved for listing on the Exchange, subject only to notice of issuance on or before the date hereof; (vi) resolutions duly adopted by the Company’s board of directors, and certified by an officer of the Company, authorizing the Company’s execution of this Agreement and the consummation by the Company of the transactions contemplated hereby, including the issuance of the Shares; and (vii) such other documents as the Subject Agent KeyBanc shall reasonably request. (b) the Operating Partnership shall have delivered to KeyBanc: (i) an officers’ certificate signed by two officers of ACCHL certifying as to the matters set forth in Exhibit D hereto; and (bii) The Subject Agent resolutions duly adopted by ACCHL, and certified by an officer of ACCHL, authorizing ACCHL’s execution of this Agreement on behalf of itself and the Operating Partnership. (c) KeyBanc shall have received a letter, which shall include legal opinions an opinion and negative assurance statements, letter of Sidley Austin LLPllp, counsel to the Agents, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request.

Execution of Agreement. The Subject Agent’s Agents’ obligations under this Agreement shall be subject to the satisfaction of the following conditions in connection with and on the date of the execution of this Agreement: (a) the Company Transaction Entities shall have delivered to the Subject AgentAgents: (i) an officers’ certificate signed by two officers of the Company (one of whom shall be the Chief Financial Officer or other senior financial officer) and of the general partner of the Operating Partnership certifying as to the matters set forth in Exhibit B hereto; (ii) an opinion and, if not covered in such opinion, a negative assurance letter of Baker, Donelson, Bearman, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, PC▇ LLP, counsel for the CompanyTransaction Entities, an opinion of Dentons US LLP regarding certain tax matters, addressed to the Agents and dated the date of this Agreement, in the form of Exhibit C C-1, and Exhibit C-2, respectively, hereto; (iii) (A) a “comfort” letter from Ernst & Young PricewaterhouseCoopers LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to the Company and the Operating Partnership contained or incorporated by reference in the Registration Statement and the Prospectus, and (B) a “comfort” letter from Deloitte & Touche LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to Colonial and Colonial LP contained or incorporated by reference in the Registration Statement and the Prospectusrequest; (iv) a certificate signed by its the Company’s Chief Financial Officer, in the form of Exhibit D heretoagreed upon between the Company and the Agents, certifying as to historical and pro forma financial statements, if any, and certain other financial, numerical and statistical data, in each case data not covered by the “comfort” letter referred to in Section 5(a)(iii) hereof; (v) evidence reasonably satisfactory to the Subject Agent Agents and its their counsel that the Shares have been approved for listing on the Exchange, subject only to notice of issuance on or before the date hereof;; and (vi) resolutions duly adopted by the Company’s board of directors, and certified by an officer of the Company, authorizing the Company’s execution of this Agreement by the Company and the Operating Partnership and the consummation by the Company and the Operating Partnership of the transactions contemplated hereby, including the issuance and sale of the Shares; and (vii) such other documents as the Subject Agent Agents shall reasonably request; and. (b) The Subject Agent Agents shall have received a letterletter or letters, which shall include legal opinions and negative assurance statements, of Sidley Austin ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Agents, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request.

Execution of Agreement. The obligations of the Subject Agent’s obligations , the Forward Seller and the Forward Purchaser under this Agreement shall be subject to the satisfaction of the following conditions in connection with and on the date of the execution of this Agreement: (a) the Company shall have delivered to the Subject Agent, the Forward Seller and the Forward Purchaser: (i) an officers’ officer’s certificate signed by two of its executive officers of the Company (one of whom shall be the Chief Financial Officer or other senior financial officer) and of the general partner of the Operating Partnership certifying as to the matters set forth in Exhibit B E hereto; (ii) an opinion and, if not covered in such opinion, a opinions and negative assurance letter of Baker, Donelson, Bearman, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, PC▇ LLP, counsel for the Company, addressed to the Agents Subject Agent, the Forward Seller and the Forward Purchaser and dated the date of this Agreement, in the form of Exhibits F-1, F-2 and F-3 hereto. In giving its opinions, such counsel may rely (i) as to all matters of fact, upon representations, statements or certificates of public officials and statements of officers, directors, partners, employees and representatives of and accountants for each of the Company and its Subsidiaries, (ii) as to matters of Maryland law, on the opinion of ▇▇▇▇▇▇▇▇▇▇▇▇ LLP, Baltimore, Maryland, and (iii) as to the good standing and qualification of the Company and the Operating Partnership to do business in any state or jurisdiction, upon certificates of appropriate government officials and letters from Corporation Service Company, copies of which have been furnished to you; (iii) an opinion of ▇▇▇▇▇▇▇▇▇▇▇▇ LLP, special Maryland counsel to the Company, addressed to the Subject Agent, the Forward Seller and the Forward Purchaser and dated the date of this Agreement, in the form of Exhibit C G hereto; (iii) (Aiv) a “comfort” letter from Ernst & Young of PricewaterhouseCoopers LLP, addressed to the Agents Subject Agent and the Forward Seller and dated the date of this Agreement, addressing such matters as the Agents Subject Agent and the Forward Seller may reasonably request with respect to the financial statements and certain financial information of or relating to the Company and the Operating Partnership contained or incorporated by reference in the Registration Statement and the Prospectus, and (B) a “comfort” letter from Deloitte & Touche LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to Colonial and Colonial LP contained or incorporated by reference in the Registration Statement and the Prospectus; (iv) a certificate signed by its Chief Financial Officer, in the form of Exhibit D hereto, certifying as to historical and pro forma financial statements, if any, and certain other financial, numerical and statistical data, in each case not covered by the “comfort” letter referred to in Section 5(a)(iii) hereofrequest; (v) evidence reasonably satisfactory to the Subject Agent Agent, the Forward Seller and its the Forward Purchaser and their respective counsel that the Shares and any Forward Settlement Shares have been approved for listing on the Exchange, subject only to notice of issuance on or before the date hereof; (vi) resolutions duly adopted by the Company’s board of directors, and certified by an officer of the Company, authorizing the Company’s execution of this Agreement and the consummation by the Company of the transactions contemplated hereby, including the issuance of the Shares and the Forward Settlement Shares; and (vii) such other documents as the Subject Agent Agent, the Forward Seller and the Forward Purchaser shall reasonably request; and (b) The the Subject Agent Agent, the Forward Seller and the Forward Purchaser shall have received a letter, which shall include legal opinions an opinion and negative assurance statements, letter of Sidley Austin ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the AgentsSubject Agent, the Forward Seller and the Forward Purchaser, addressed to the Agents Subject Agent, the Forward Seller and the Forward Purchaser and dated the date of this Agreement, addressing such matters as the Agents Subject Agent, the Forward Seller and the Forward Purchaser may reasonably request. In giving its opinion, such counsel may rely (A) as to matters of Maryland law, on the opinion of ▇▇▇▇▇▇▇▇▇▇▇▇ LLP, Baltimore, Maryland, which opinion shall be in form and substance reasonably satisfactory to counsel for the Agents and (B) as to the good standing and qualification of the Company to do business in any state or jurisdiction, upon certificates of appropriate governmental officials or opinions of counsel in such jurisdictions.

Execution of Agreement. The Subject Agent’s obligations under this Agreement shall be subject to the satisfaction of the following conditions in connection with and on the date of the execution of this Agreement: (a) the Company shall have delivered to the Subject Agent: (i) an officers’ certificate signed by two officers of the Company (one of whom shall be the Chief Financial Officer or other senior financial officer) and of the general partner of the Operating Partnership certifying as to the matters set forth in Exhibit B C-1 hereto; (ii) an officers’ certificate signed by two officers of the Manager (one of whom shall be the Chief Financial Officer or other senior financial officer) certifying as to the matters set forth in Exhibit C-2 hereto; (iii) an opinion and, if not covered in such opinion, a negative assurance letter of Baker, Donelson, Bearman, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, PCAkerman LLP, counsel for the Company, addressed to the Agents Agent and dated the date of this Agreement, in the form of Exhibit C D-1 hereto; (iiiiv) an opinion of Sidley Austin LLP, special tax counsel for the Company, addressed to the Agent and dated the date of this Agreement, in the form of Exhibit D-2 hereto; (Av) a “comfort” letter from Ernst & Young LLPDeloitte, addressed to the Agents Agent and dated the date of this Agreement, addressing such matters as the Agents Agent may reasonably request with respect to the financial statements and certain financial information of or relating to the Company and the Operating Partnership contained or incorporated by reference in the Registration Statement and the Prospectus, and (B) a “comfort” letter from Deloitte & Touche LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to Colonial and Colonial LP contained or incorporated by reference in the Registration Statement and the Prospectusrequest; (ivvi) a certificate signed by its the Company’s Chief Financial Officer, in the form of Exhibit D E hereto, certifying as to historical and pro forma financial statements, if any, and certain other financial, numerical and statistical data, in each case data not covered by the “comfort” letter referred to in Section 5(a)(iii5(a)(v) hereof; (vvii) evidence reasonably satisfactory to the Subject Agent and its counsel that the Shares have been approved for listing on the Exchange, subject only to notice of issuance on or before the date hereof; (viviii) resolutions duly adopted by the Company’s board of directors, and certified by an officer of the Company, authorizing the Company’s execution of this Agreement and the consummation by the Company of the transactions contemplated hereby, including the issuance and sale of the Shares; and (viiix) such other documents as the Subject Agent shall reasonably request; and (b) The Subject Agent shall have received a letterletter or letters, which shall include legal opinions and negative assurance statements, of Sidley Austin Skadden, Arps, Slate, Meagher & ▇▇▇▇ LLP, counsel ▇▇unsel to the AgentsAgent, addressed to the Agents Agent and dated the date of this Agreement, addressing such matters as the Agents Agent may reasonably request.

Execution of Agreement. The Subject Agent’s obligations under KeyBanc Capital Markets’ obligation to execute and deliver this Agreement shall be subject to the satisfaction of the following conditions in connection with and on the date of the execution of this Agreement: (a) the Company shall have delivered to the Subject AgentKeyBanc Capital Markets: (i) an officers’ officer’s certificate signed by two of its executive officers of the Company (one of whom shall be the Chief Financial Officer or other senior financial officer) and of the general partner of the Operating Partnership certifying as to the matters set forth in Exhibit B C hereto; (ii) an opinion and, if not covered in such opinion, a and negative assurance letter of Baker, Donelson, Bearman, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, PC▇ LLP, counsel for the Company, addressed to the Agents KeyBanc Capital Markets and dated the date of this Agreement, in the form of Exhibit C D hereto; (iii) (A) a “comfort” letter from Ernst & Young LLPan opinion of the General Counsel to the Company, addressed to the Agents KeyBanc Capital Markets and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to the Company and the Operating Partnership contained or incorporated by reference in the Registration Statement and the Prospectus, and form of Exhibit E hereto; (Biv) a “comfort” letter from of Deloitte & Touche LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect Agreement and addressed to the financial statements and certain financial information of or relating to Colonial and Colonial LP contained or incorporated by reference in the Registration Statement and the Prospectus; (iv) a certificate signed by its Chief Financial OfficerKeyBanc Capital Markets, in the a form of Exhibit D hereto, certifying as reasonably satisfactory to historical KeyBanc Capital Markets and pro forma financial statements, if any, and certain other financial, numerical and statistical data, in each case not covered by the “comfort” letter referred to in Section 5(a)(iii) hereofits counsel; (v) evidence reasonably satisfactory to the Subject Agent KeyBanc Capital Markets and its counsel that the Shares have been approved for listing on the Exchange, subject only to notice of issuance on or before the date hereof; (vi) resolutions duly adopted by the Company’s board of directors, and certified by an officer of the Company, authorizing the Company’s execution of this Agreement and the consummation by the Company of the transactions contemplated hereby, including the issuance of the Shares; and (vii) such other documents as the Subject Agent KeyBanc Capital Markets shall reasonably request; and (b) The Subject Agent KeyBanc Capital Markets shall have received a letter, which shall include legal opinions and negative assurance statements, letter of Sidley Austin ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the AgentsKeyBanc Capital Markets, addressed to the Agents KeyBanc Capital Markets and dated the date of this Agreement, addressing such matters as the Agents may reasonably request.

Execution of Agreement. The Subject Each Agent’s obligations under this Agreement shall be subject to the satisfaction of the following conditions in connection with and on the date of the execution of this Agreement: (a) the Company shall have delivered to the Subject AgentAgents: (i) an officers’ certificate signed by two officers of the Company (one of whom shall be the Chief Financial Officer or other senior financial officer) and of the general partner of the Operating Partnership certifying as to the matters set forth in Exhibit B hereto; (ii) (A) an opinion and, if not covered in such opinion, a negative assurance letter of Baker, Donelson, Bearman, B▇▇▇▇ ▇▇▇▇ L▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, PC▇ LLP, counsel for the Company, (B) an opinion of V▇▇▇▇▇▇ LLP, Maryland counsel for the Company, and (C) an opinion and, if not covered in such opinion, a negative assurance letter of the Chief Legal Officer of the Company, each addressed to the Agents and dated the date of this Agreement, in the form forms of Exhibit C C-1, Exhibit C-2 and Exhibit C-3, respectively, hereto; (iii) (A) a “comfort” letter from Ernst & Young M▇▇▇ A▇▇▇▇ LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to the Company and the Operating Partnership contained or incorporated by reference in the Registration Statement and the Prospectus, and (B) a “comfort” letter from Deloitte & Touche LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to Colonial and Colonial LP contained or incorporated by reference in the Registration Statement and the Prospectusrequest; (iv) a certificate signed by its the Company’s Chief Financial Officer, in the form of Exhibit D hereto, certifying as to historical and pro forma financial statements, if any, and certain other financial, numerical and statistical data, in each case data not covered by the “comfort” letter letters referred to in Section 5(a)(iii) hereof; (v) evidence reasonably satisfactory to the Subject Agent Agents and its their counsel that a supplemental listing application shall have been submitted to the Exchange to list the Shares have been approved for listing on the Exchange, subject only to notice of issuance on or before the date hereof; (vi) resolutions duly adopted by the Company’s board of directors, and certified by an officer of the Company, authorizing the Company’s execution of this Agreement and the consummation by the Company of the transactions contemplated hereby, including the issuance and sale of the Shares; and (vii) such other documents as the Subject Agent Agents shall reasonably request; and. (b) The Subject Agent Agents shall have received a letterletter or letters, which shall include legal opinions and negative assurance statements, of Sidley Austin LLP, counsel to the Agents, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request. Sidley Austin LLP may rely as to matters involving the laws of the State of Maryland on the opinion of V▇▇▇▇▇▇ LLP or other Maryland counsel reasonably satisfactory to the Agent. Such counsel may also state that, insofar as such letter involves factual matters, it has relied to the extent it deemed proper, upon certificates of officers and other representatives of the Company and certificates of public officials.

Execution of Agreement. The Subject AgentKeyBanc’s obligations under obligation to execute and deliver this Agreement shall be subject to the satisfaction of the following conditions in connection with and on the date of the execution of this Agreement: (a) the Company shall have delivered to the Subject AgentKeyBanc: (i) an officers’ certificate signed by two of its executive officers of the Company (one of whom shall be the Chief Financial Officer or other senior financial officer) and of the general partner of the Operating Partnership certifying as to the matters set forth in Exhibit B C hereto; (ii) an opinion and, if not covered in such opinion, a and negative assurance letter of Baker, Donelson, Bearman, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, PCLord LLP, counsel for the Company, addressed to the Agents KeyBanc and dated the date of this Agreement, in the form of Exhibit C E hereto; (iii) an opinion of ▇▇▇▇▇ Lord LLP, counsel for the Company, addressed to KeyBanc and dated the date of this Agreement, in the form of Exhibit F hereto; (Aiv) a “comfort” letter from of Ernst & Young LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to the Company and the Operating Partnership contained or incorporated by reference in the Registration Statement and the Prospectus, and (B) a “comfort” letter from Deloitte & Touche LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to Colonial and Colonial LP contained or incorporated by reference in the Registration Statement and the Prospectus; (iv) a certificate signed by its Chief Financial Officer, in the form of Exhibit D hereto, certifying as to historical and pro forma financial statements, if any, and certain other financial, numerical and statistical data, in each case not covered by the “comfort” letter referred to in Section 5(a)(iii) hereofrequest; (v) evidence reasonably satisfactory to the Subject Agent KeyBanc and its counsel that the Shares have been approved for listing on the Exchange, subject only to notice of issuance on or before the date hereof; (vi) resolutions duly adopted by the Company’s board of directors, and certified by an officer of the Company, authorizing the Company’s execution of this Agreement and the consummation by the Company of the transactions contemplated hereby, including the issuance of the Shares; and (vii) such other documents as the Subject Agent KeyBanc shall reasonably request. (b) the Operating Partnership shall have delivered to KeyBanc: (i) an officers’ certificate signed by two officers of ACCHL certifying as to the matters set forth in Exhibit D hereto; and (bii) The Subject Agent resolutions duly adopted by ACCHL, and certified by an officer of ACCHL, authorizing ACCHL’s execution of this Agreement on behalf of itself and the Operating Partnership. (c) KeyBanc shall have received a letter, which shall include legal opinions an opinion and negative assurance statements, letter of Sidley Austin LLPllp, counsel to the Agents, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request.

Execution of Agreement. The Subject Agent’s, Forward Seller’s and Forward Purchaser’s obligations under this Agreement shall be subject to the satisfaction of the following conditions in connection with and on the date of the execution of this Agreement: (a) the Company shall have delivered to the Subject Agent, Forward Seller and Forward Purchaser: (i) an officers’ certificate signed by two officers of the Company (one of whom shall be the Chief Financial Officer or other senior financial officer) and of the general partner of the Operating Partnership certifying as to the matters set forth in Exhibit B E hereto; (ii) an opinion of ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ LLP, counsel for the Company; an opinion and, if not covered in such opinion, a negative assurance letter, of the General Counsel or the Associate General Counsel of the Company; and a negative assurance letter of Baker, Donelson, Bearman, ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, PC▇ LLP, counsel for the Company, each addressed to the Agents Agent, Forward Purchaser and Forward Seller and dated the date of this Agreement, in the form of Exhibit C C-1, Exhibit C-2 and Exhibit C-3, respectively, hereto; (iii) (A) a “comfort” letter from Ernst & Young LLPPricewaterhouseCoopers, addressed to the Agents Agent and dated the date of this Agreement, addressing such matters as the Agents Agent may reasonably request with respect to the financial statements and certain financial information of or relating to the Company and the Operating Partnership contained or incorporated by reference in the Registration Statement and the Prospectus, and (B) a “comfort” letter from Deloitte & Touche LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to Colonial and Colonial LP contained or incorporated by reference in the Registration Statement and the Prospectusrequest; (iv) a certificate signed by its Chief Financial Officer, in the form of Exhibit D hereto, certifying as to historical and pro forma financial statements, if any, and certain other financial, numerical and statistical data, in each case not covered by the “comfort” letter referred to in Section 5(a)(iii) hereof; (v) evidence reasonably satisfactory to the Subject Agent Agent, Forward Purchaser and Forward Seller and its counsel that the Shares have been approved for listing on the Exchange, subject only to notice of issuance on or before the date hereof; (viv) resolutions duly adopted by the Company’s board of directors, and certified by an officer of the Company, authorizing the Company’s execution of this Agreement and the consummation by the Company of the transactions contemplated hereby, including the issuance and sale of the Shares; and (viivi) such other documents as the Subject Agent Agent, Forward Purchaser and Forward Seller shall reasonably request; and (b) The Subject Agent Agent, Forward Seller and Forward Purchaser shall have received a letterletter or letters, which shall include legal opinions and negative assurance statements, of Sidley Austin ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the AgentsAgent, Forward Seller and Forward Purchaser addressed to the Agents Agent, Forward Seller and Forward Purchaser and dated the date of this Agreement, addressing such matters as the Agents Agent, Forward Seller and Forward Purchaser may reasonably request.

Execution of Agreement. The Subject Agent’s obligations under this Agreement shall be subject to the satisfaction of the following conditions in connection with and on the date of the execution of this Agreement: (a) the Company shall have delivered to the Subject Agent: (i) an officers’ certificate signed by two officers the Chief Executive Officer or Chief Financial Officer of the Company (and one of whom shall be the Chief Financial Officer or other additional senior financial officer) and executive officer of the general partner of Company who is satisfactory to the Operating Partnership Agent, certifying as to the matters set forth in Exhibit B hereto; (ii) an opinion and, if not covered in such opinion, a negative assurance letter of Baker, Donelson, Bearman, ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, PC▇ LLP, counsel for the Company, addressed to the Agents Agent and dated the date of this Agreement, in the form of Exhibit C hereto; (iii) (A) a “comfort” letter from Ernst & Young LLP, independent registered public accounting firm for the Company, addressed to the Agents Agent and dated the date of this Agreement, addressing such matters as the Agents Agent may reasonably request with respect to the financial statements and certain financial information of or relating to the Company and the Operating Partnership contained or incorporated by reference in the Registration Statement and the Prospectus, and (B) a “comfort” letter from Deloitte & Touche LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to Colonial and Colonial LP contained or incorporated by reference in the Registration Statement and the Prospectusrequest; (iv) a certificate from the Company signed by its Company’s Chief Financial Officer, in the form of Exhibit D hereto, certifying as to historical and pro forma financial statements, if any, and certain other financial, numerical and statistical data, in each case data not covered by the “comfort” letter referred to in Section 5(a)(iii) hereof; (v) evidence reasonably satisfactory to the Subject Agent and its counsel that the Shares have been approved for listing on the Exchange, subject only to notice of issuance on or before the date hereof; (vi) resolutions duly adopted by the Company’s board of directors, and certified by an officer of the Company, authorizing the Company’s execution of this Agreement and the consummation by the Company of the transactions contemplated hereby, including the issuance and sale of the Shares; and (vii) such other documents as the Subject Agent shall reasonably request; and (b) The Subject Agent shall have received a letterletter or letters, which shall include legal opinions and negative assurance statements, of Sidley Austin ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the AgentsAgent, addressed to the Agents Agent and dated the date of this Agreement, addressing such matters as the Agents Agent may reasonably request.

Execution of Agreement. The Subject Each Agent’s obligations under this Agreement shall be subject to the satisfaction of the following conditions in connection with and on the date of the execution of this Agreement: (a) the Company shall have delivered to the Subject AgentAgents: (i) an officers’ certificate signed by two officers of the Company (one of whom shall be the Chief Financial Officer or other senior financial officer) and of the general partner of the Operating Partnership certifying as to the matters set forth in Exhibit B hereto; (ii) an opinion and, if not covered in such opinion, a negative assurance letter and 10b-5 statement of Baker, Donelson, Bearman, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, PC▇ LLP, counsel for the Company, addressed to the Agents and dated the date of this Agreement, in the form of Exhibit C C, hereto; (iii) (A) a “comfort” letter from Ernst & Young LLP, addressed to the Agents each of PricewaterhouseCoopers LLP and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to the Company and the Operating Partnership contained or incorporated by reference in the Registration Statement and the Prospectus, and (B) a “comfort” letter from Deloitte & Touche LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to Colonial and Colonial LP contained or incorporated by reference in the Registration Statement and the Prospectusrequest; (iv) a certificate signed by its the Company’s Chief Financial Officer, in the form of Exhibit D hereto, certifying as to historical and pro forma financial statements, if any, and certain other financial, numerical and statistical data, in each case data not covered by the “comfort” letter referred to in Section 5(a)(iii) hereof; (v) evidence reasonably satisfactory to the Subject Agent Agents and its their counsel that the Shares have been approved for listing on the Exchange, subject only to notice of issuance on or before the date hereof; (vi) resolutions duly adopted by the Company’s board of directors, and certified by an officer of the Company, authorizing the Company’s execution of this Agreement and the consummation by the Company of the transactions contemplated hereby, including the issuance and sale of the Shares; and (vii) such other documents as the Subject Agent Agents shall reasonably request; and (b) The Subject Agent Agents shall have received a letterletter or letters, which shall include legal opinions and negative assurance statements, of Sidley Austin ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Agents, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request.

Execution of Agreement. The Subject Agent’s obligations of the Agents under this Agreement shall be subject to the satisfaction of the following conditions in connection with and on the date of the execution of this Agreement: (a) the Company shall have delivered to the Subject Agent: (i) an officers’ certificate signed by two officers of the Company (one of whom shall be the Chief Financial Officer or other senior financial officer) and of the general partner of the Operating Partnership certifying as to the matters set forth in Exhibit B hereto; (ii) an opinion and, if not covered in such opinion, a negative assurance letter of Baker, Donelson, Bearman, ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, PC▇ LLP, counsel for the Company, addressed to the Agents and dated the date of this Agreement, in the form of Exhibit C hereto; (iii) (A) a “comfort” letter from Ernst each of (1) Deloitte & Young Touche LLP and (2) KPMG LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to request; (iv) an opinion of each of (1) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, Connecticut regulatory counsel for the financial statements and certain financial information of or relating to the Company and the Operating Partnership contained or incorporated by reference Company, in the Registration Statement and the Prospectus, form of Exhibit D-1 hereto and (B2) a “comfort” letter from Deloitte & Touche Nossaman LLP, California regulatory counsel for the company in the form of Exhibit D-2 hereto, both addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to Colonial and Colonial LP contained or incorporated by reference in the Registration Statement and the Prospectus; (iv) a certificate signed by its Chief Financial Officer, in the form of Exhibit D hereto, certifying as to historical and pro forma financial statements, if any, and certain other financial, numerical and statistical data, in each case not covered by the “comfort” letter referred to in Section 5(a)(iii) hereof; (v) evidence reasonably satisfactory to the Subject Agent Agents and its their counsel that the Shares have been approved for listing on the Exchange, subject only to notice of issuance on or before the date hereof; (vi) resolutions duly adopted by the Company’s board of directors, and certified by an officer of the Company, authorizing the Company’s execution of this Agreement and the consummation by the Company of the transactions contemplated hereby, including the issuance and sale of the Shares; and (vii) such other documents as the Subject Agent Agents shall reasonably request; and. (b) The Subject Agent Agents shall have received a letterletter or letters, which shall include legal opinions and negative assurance statements, of Sidley Austin ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Agents, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request.

Execution of Agreement. The Subject Each Agent’s obligations under this Agreement shall be subject to the satisfaction of the following conditions in connection with and on the date of the execution of this Agreement: (a) the Company Partnership shall have delivered to the Subject AgentAgents: (i) an officers’ officer’s certificate signed by two officers an officer of the Company Partnership (one of whom who shall be the Chief Financial Officer or other senior financial officer) and of the general partner of the Operating Partnership certifying as to the matters set forth in Exhibit B hereto; (ii) an opinion and, if not covered in such opinion, a negative assurance letter of Baker, Donelson, Bearman, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, PCDay, counsel for the CompanyPartnership, addressed to the Agents and dated the date of this Agreement, in form reasonably satisfactory to the form of Exhibit C heretoAgents; (iii) an opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, P.A., in the form reasonably satisfactory to the Agents; (Aiv) a “comfort” letter from Ernst & Young PricewaterhouseCoopers LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to the Company and the Operating Partnership contained or incorporated by reference in the Registration Statement and the Prospectus, and request; (Bv) a “comfort” letter from Deloitte & Touche LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to Colonial and Colonial LP contained or incorporated by reference in the Registration Statement and the Prospectusrequest; (iv) a certificate signed by its Chief Financial Officer, in the form of Exhibit D hereto, certifying as to historical and pro forma financial statements, if any, and certain other financial, numerical and statistical data, in each case not covered by the “comfort” letter referred to in Section 5(a)(iii) hereof; (vvi) evidence reasonably satisfactory to the Subject Agent Agents and its their counsel that the Shares Units have been approved for listing on the Exchange, subject only to notice of issuance on or before the date hereof; (vivii) resolutions duly adopted by the CompanyGeneral Partner’s board of directors, and certified by an officer of the CompanyGeneral Partner, authorizing the CompanyPartnership’s and the General Partner’s execution of this Agreement and the consummation by the Company Partnership of the transactions contemplated hereby, including the issuance and sale of the SharesUnits; and (viiviii) such other documents as the Subject Agent Agents shall reasonably request; and (b) The Subject Agent Agents shall have received a letterletter or letters, which shall include legal opinions and negative assurance statements, of Sidley Austin ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Agents, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request.

Execution of Agreement. The Subject AgentSandler’s obligations under obligation to execute and deliver this Agreement shall be subject to the satisfaction of the following conditions in connection with with, and on the date of the execution of of, this Agreement: (a) the Company shall have delivered to the Subject AgentSandler: (i) an officers’ officer’s certificate signed by two officers one of the Company (one Company’s executive officers, dated the date of whom shall be the Chief Financial Officer or other senior financial officer) and of the general partner of the Operating Partnership this Agreement, certifying as to the matters set forth in Exhibit B C hereto; (ii) an opinion and, if not covered in such opinion, a and negative assurance letter of Baker, Donelson, Bearman, D▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇LLP, PC, special counsel for to the Company, addressed to the Agents Sandler and dated the date of this Agreement, in the form of Exhibit C D hereto; (iii) an opinion of internal counsel of the Company, addressed to Sandler and dated the date of this Agreement, in the form of Exhibit E hereto (Aiv) a “comfort” letter from Ernst of Deloitte & Young Touche LLP, addressed to the Agents Sandler and dated the date of this Agreement, addressing such matters as the Agents Sandler may reasonably request with respect to the financial statements and certain financial information of or relating to the Company and the Operating Partnership contained or incorporated by reference in the Registration Statement and the Prospectus, and (B) a “comfort” letter from Deloitte & Touche LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to Colonial and Colonial LP contained or incorporated by reference in the Registration Statement and the Prospectusrequest; (ivv) a certificate signed by its Chief Financial Officerthe Company’s corporate secretary, in annexing, among other documents, the form of Exhibit D hereto, certifying as to historical and pro forma financial statements, if any, and certain other financial, numerical and statistical data, in each case not covered by the “comfort” letter referred to in Section 5(a)(iii) hereof; (v) evidence reasonably satisfactory to the Subject Agent and its counsel that the Shares have been approved for listing on the Exchange, subject only to notice of issuance on or before the date hereof; (vi) resolutions duly adopted by the Company’s board of directors, and certified by an officer of the Company, directors authorizing the Company’s execution of this Agreement and the consummation by the Company of the transactions contemplated hereby, including the issuance and sale of the Shares; and (viivi) such other documents as the Subject Agent Sandler shall reasonably request; and (b) The Subject Agent Sandler shall have received a letter, which shall include legal opinions an opinion and negative assurance statements, letter of Sidley Austin C▇▇▇▇▇ ▇▇▇▇▇▇ & R▇▇▇▇▇▇ LLP, counsel to the AgentsSandler, addressed to the Agents Sandler and dated the date of this Agreement, addressing such matters as the Agents Sandler may reasonably request. All opinions, letters and other documents referred to in Sections 5(a) and 5(b) above shall be satisfactory in form and substance to Sandler.

Execution of Agreement. The Subject Sales Agent’s obligations under obligation to execute and deliver this Agreement shall be subject to the satisfaction of the following conditions in connection with with, and on the date of of, the execution of this Agreement: (a) the Company shall have delivered to the Subject Sales Agent: (i) an officers’ certificate signed by two officers of the Company’s executive officers, on behalf of the Company (one of whom shall be the Chief Financial Officer or other senior financial officer) for itself and of the as general partner of the Operating Partnership Partnership), dated the date of this Agreement, certifying as to the matters set forth in Exhibit B C hereto; (ii) an opinion and, if not covered in such opinion, a and negative assurance letter of Baker, Donelson, Bearman, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, PCProcter LLP, counsel for to the Company, addressed to the Agents Sales Agent and dated the date of this Agreement, in the form of Exhibit C D hereto; (iii) an opinion of ▇▇▇▇▇▇▇ Procter LLP, tax counsel to the Company, addressed to the Sales Agent and dated the date of this Agreement, in the form of Exhibit E hereto; (Aiv) a “comfort” letter from Ernst & Young of KPMG LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to request; (v) an opinion of the financial statements and certain financial information general counsel of or relating to the Company and the Operating Partnership contained or incorporated by reference in the Registration Statement and the Prospectus, and (B) a “comfort” letter from Deloitte & Touche LLPCompany, addressed to the Agents Sales Agent and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to Colonial and Colonial LP contained or incorporated by reference in the Registration Statement and the Prospectusform of Exhibit F hereto; (ivvi) to the extent required pursuant to Section 2(j) above, a certificate of the chief financial officer of the Company; (vii) a certificate signed by its Chief Financial Officerthe Company’s corporate secretary, in annexing, among other documents, the form of Exhibit D hereto, certifying as to historical and pro forma financial statements, if any, and certain other financial, numerical and statistical data, in each case not covered by the “comfort” letter referred to in Section 5(a)(iii) hereof; (v) evidence reasonably satisfactory to the Subject Agent and its counsel that the Shares have been approved for listing on the Exchange, subject only to notice of issuance on or before the date hereof; (vi) resolutions duly adopted by the Company’s board of directors, and certified by an officer of the Company, authorizing the Company’s execution of this Agreement and the consummation by the Company of the transactions contemplated hereby, including the issuance and sale of the Shares; and (viiviii) such other documents as the Subject Sales Agent shall reasonably request; and (b) The Subject Sales Agent shall have received a letter, which shall include legal opinions an opinion and negative assurance statements, letter of Sidley Austin Hunton & ▇▇▇▇▇▇▇▇ LLP, counsel to the Agents, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request.

Execution of Agreement. The Subject Each Agent’s obligations under this Agreement shall be subject to the satisfaction of the following conditions in connection with and on the date of the execution of this Agreement: (a) the Company Partnership shall have delivered to the Subject AgentAgents: (i) an officers’ officer’s certificate signed by two officers an officer of the Company Partnership (one of whom who shall be the Chief Financial Officer or other senior financial officer) and of the general partner of the Operating Partnership certifying as to the matters set forth in Exhibit B hereto; (ii) an opinion and, if not covered in such opinion, a negative assurance letter of Baker, Donelson, Bearman, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, PCDay, counsel for the CompanyPartnership, addressed to the Agents and dated the date of this Agreement, in form reasonably satisfactory to the form of Exhibit C heretoAgents; (iii) an opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & Finger, P.A., in the form reasonably satisfactory to the Agents; (Aiv) a “comfort” letter from Ernst & Young PricewaterhouseCoopers LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to the Company and the Operating Partnership contained or incorporated by reference in the Registration Statement and the Prospectus, and request; (Bv) a “comfort” letter from Deloitte & Touche LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to Colonial and Colonial LP contained or incorporated by reference in the Registration Statement and the Prospectusrequest; (iv) a certificate signed by its Chief Financial Officer, in the form of Exhibit D hereto, certifying as to historical and pro forma financial statements, if any, and certain other financial, numerical and statistical data, in each case not covered by the “comfort” letter referred to in Section 5(a)(iii) hereof; (vvi) evidence reasonably satisfactory to the Subject Agent Agents and its their counsel that the Shares Units have been approved for listing on the Exchange, subject only to notice of issuance on or before the date hereof; (vivii) resolutions duly adopted by the CompanyGeneral Partner’s board of directorsdirectors or an authorized committee thereof, and certified by an officer of the CompanyGeneral Partner, authorizing the CompanyPartnership’s and the General Partner’s execution of this Agreement and the consummation by the Company Partnership of the transactions contemplated hereby, including the issuance and sale of the SharesUnits; and (viiviii) such other documents as the Subject Agent Agents shall reasonably request; and. (b) The Subject Agent Agents shall have received a letterletter or letters, which shall include legal opinions and negative assurance statements, of Sidley Austin ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Agents, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request. (c) the Selling Unitholder shall have delivered to the Agents: (i) an officer’s certificate signed by an officer of the Selling Unitholder (who shall be the Chief Financial Officer or other senior financial officer) certifying as to the matters set forth in Exhibit C hereto; (ii) an opinion letter of ▇▇▇▇▇ Lord LLP, counsel for the Selling Unitholder, addressed to the Agents and dated the date of this Agreement, in form reasonably satisfactory to the Agents; and (iii) such other documents as the Agents shall reasonably request.

Execution of Agreement. The Subject Agent▇▇▇▇▇ Fargo’s obligations under obligation to execute and deliver this Agreement shall be subject to the satisfaction of the following conditions in connection with with, and on the date of the execution of of, this Agreement: (a) the Company shall have delivered to the Subject Agent▇▇▇▇▇ Fargo: (i) an officers’ officer’s certificate signed by two officers one of the Company (one Company’s executive officers, dated the date of whom shall be the Chief Financial Officer or other senior financial officer) and of the general partner of the Operating Partnership this Agreement, certifying as to the matters set forth in Exhibit B C hereto; (ii) an opinion and, if not covered in such opinion, a negative assurance letter of Baker, Donelson, Bearman▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, PCP.A., North Carolina counsel for to the Company, addressed to the Agents ▇▇▇▇▇ Fargo and dated the date of this Agreement, in the form of Exhibit C D hereto; (iii) an opinion and negative assurance letter of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel to the Company, addressed to ▇▇▇▇▇ Fargo and dated the date of this Agreement, in the form of Exhibit E hereto; (Aiv) a “comfort” letter from of Ernst & Young LLP, addressed to the Agents ▇▇▇▇▇ Fargo and dated the date of this Agreement, addressing such matters as the Agents ▇▇▇▇▇ Fargo may reasonably request with respect to the financial statements and certain financial information of or relating to the Company and the Operating Partnership contained or incorporated by reference in the Registration Statement and the Prospectus, and (B) a “comfort” letter from Deloitte & Touche LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to Colonial and Colonial LP contained or incorporated by reference in the Registration Statement and the Prospectus; (iv) a certificate signed by its Chief Financial Officer, in the form of Exhibit D hereto, certifying as to historical and pro forma financial statements, if any, and certain other financial, numerical and statistical data, in each case not covered by the “comfort” letter referred to in Section 5(a)(iii) hereofrequest; (v) evidence reasonably satisfactory to the Subject Agent and its counsel that the Shares have been approved for listing on the ExchangeNYSE, subject only to notice of issuance on or before the date hereof; (vi) a certificate signed by the Company’s corporate secretary, annexing, among other documents, the resolutions duly adopted by the Company’s board of directors, and certified by an officer of the Company, directors authorizing the Company’s execution of this Agreement and the consummation by the Company of the transactions contemplated hereby, including the issuance and sale of the Shares; (vii) evidence that the Distribution Agreement, dated March 5, 2009, between the Company and ▇.▇. ▇▇▇▇▇▇ Securities Inc., relating to the issuance and sale from time to time by the Company of Shares of Common Stock has been terminated in accordance with its terms; and (viiviii) such other documents as the Subject Agent ▇▇▇▇▇ Fargo shall reasonably request; and (b) The Subject Agent ▇▇▇▇▇ Fargo shall have received a letter, which shall include legal opinions an opinion and negative assurance statements, letter of Sidley Austin ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Agents▇▇▇▇▇ Fargo, addressed to the Agents ▇▇▇▇▇ Fargo and dated the date of this Agreement, addressing such matters as the Agents ▇▇▇▇▇ Fargo may reasonably request.

Execution of Agreement. The Subject AgentCitigroup’s obligations under obligation to execute and deliver this Agreement shall be subject to the satisfaction of the following conditions in connection with with, and on the date of of, the execution of this Agreement: (a) the Company shall have delivered to the Subject AgentCitigroup: (i) an officers’ certificate signed by two officers of the Company (one Company’s executive officers, dated the date of whom shall be the Chief Financial Officer or other senior financial officer) and of the general partner of the Operating Partnership this Agreement, certifying as to the matters set forth in Exhibit B C hereto; (ii) a certificate of the Company’s General Counsel, Executive Vice President and Secretary of the Company, certifying as to the matters set forth in Exhibit D hereto; (iii) an opinion and, if not covered in such opinion, a and negative assurance letter of Baker, Donelson, Bearman, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, PCProcter LLP, counsel for to the Company, addressed to the Agents Citigroup and dated the date of this Agreement, in the form of Exhibit C E hereto; (iiiiv) an opinion of ▇▇▇▇▇▇▇ Procter LLP, tax counsel to the Company, addressed to Citigroup and dated the date of this Agreement, in the form of Exhibit F hereto; (Av) a “comfort” letter from Ernst of Deloitte & Young LLPTouche LLP , addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to the Company and the Operating Partnership contained or incorporated by reference in the Registration Statement and the Prospectus, and (B) a “comfort” letter from Deloitte & Touche LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to Colonial and Colonial LP contained or incorporated by reference in the Registration Statement and the Prospectusrequest; (ivvi) to the extent required pursuant to Section 2(j) above, a certificate of the chief financial officer of the Company; (vii) a certificate signed by its Chief Financial Officerthe Company’s corporate secretary, in annexing, among other documents, the form of Exhibit D hereto, certifying as to historical and pro forma financial statements, if any, and certain other financial, numerical and statistical data, in each case not covered by the “comfort” letter referred to in Section 5(a)(iii) hereof; (v) evidence reasonably satisfactory to the Subject Agent and its counsel that the Shares have been approved for listing on the Exchange, subject only to notice of issuance on or before the date hereof; (vi) resolutions duly adopted by the Company’s board of directors, and certified by an officer of the Company, authorizing the Company’s execution of this Agreement and the consummation by the Company of the transactions contemplated hereby, including the issuance and sale of the Shares; and (viiviii) such other documents as the Subject Agent Citigroup shall reasonably request; and (b) The Subject Agent Citigroup shall have received a letter, which shall include legal opinions an opinion and negative assurance statements, letter of Sidley Austin ▇▇▇▇▇ Lovells US LLP, counsel to the Agents, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request.

Execution of Agreement. The Subject [Name of Agent]’s obligations under obligation to execute and deliver this Agreement shall be subject to the satisfaction of the following conditions in connection with with, and on the date of of, the execution of this Agreement: (a) the Company shall have delivered to the Subject [Name of Agent]: (i) an officers’ certificate signed by two officers of the Company (one Company’s executive officers, dated the date of whom shall be the Chief Financial Officer or other senior financial officer) and of the general partner of the Operating Partnership this Agreement, certifying as to the matters set forth in Exhibit B C hereto; (ii) a certificate of the Company’s General Counsel, Executive Vice President and Secretary of the Company, certifying as to the matters set forth in Exhibit D hereto; (iii) an opinion and, if not covered in such opinion, a and negative assurance letter of Baker, Donelson, Bearman, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, PCProcter LLP, counsel for to the Company, addressed to the Agents [Name of Agent] and dated the date of this Agreement, in the form of Exhibit C E hereto; (iiiiv) an opinion of ▇▇▇▇▇▇▇ Procter LLP, tax counsel to the Company, addressed to [Name of Agent] and dated the date of this Agreement, in the form of Exhibit F hereto; (Av) a “comfort” letter from Ernst of Deloitte & Young LLPTouche LLP , addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to the Company and the Operating Partnership contained or incorporated by reference in the Registration Statement and the Prospectus, and (B) a “comfort” letter from Deloitte & Touche LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to Colonial and Colonial LP contained or incorporated by reference in the Registration Statement and the Prospectusrequest; (ivvi) to the extent required pursuant to Section 2(j) above, a certificate of the chief financial officer of the Company; (vii) a certificate signed by its Chief Financial Officerthe Company’s corporate secretary, in annexing, among other documents, the form of Exhibit D hereto, certifying as to historical and pro forma financial statements, if any, and certain other financial, numerical and statistical data, in each case not covered by the “comfort” letter referred to in Section 5(a)(iii) hereof; (v) evidence reasonably satisfactory to the Subject Agent and its counsel that the Shares have been approved for listing on the Exchange, subject only to notice of issuance on or before the date hereof; (vi) resolutions duly adopted by the Company’s board of directors, and certified by an officer of the Company, authorizing the Company’s execution of this Agreement and the consummation by the Company of the transactions contemplated hereby, including the issuance and sale of the Shares; and (viiviii) such other documents as the Subject Agent [Name of Agent] shall reasonably request; and (b) The Subject Agent [Name of Agent] shall have received a letter, which shall include legal opinions an opinion and negative assurance statements, letter of Sidley Austin ▇▇▇▇▇ Lovells US LLP, counsel to the Agents, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request.

Execution of Agreement. The Subject Each Agent’s obligations under this Agreement shall be subject to the satisfaction of the following conditions in connection with and on the date of the execution of this Agreement: (a) the Company shall have delivered to the Subject AgentAgents: (i) an officers’ certificate signed by two officers of the Company (one its Chairman, President and Chief Executive Officer and its Vice President of whom shall be the Finance and Chief Financial Accounting Officer or other senior financial officer) and of the general partner of the Operating Partnership certifying as to the matters set forth in Exhibit B hereto; (ii) a secretary’s certificate certifying, among other things: (i) that each of the Charter and Bylaws is true and complete, has not been modified and is in full force and effect; (ii) that the resolutions of the Company’s Board of Directors and any committee thereof relating to the offer and sale of the Shares are in full force and effect and have not been modified; (iii) as to the accuracy and completeness of all correspondence between the Company or its counsel and the Commission; and (iv) as to the incumbency of the officers of the Company. The documents referred to in such certificate shall be attached to such certificate; (iii) a regulatory certificate of the Company’s regulatory affairs officer, in a form satisfactory to the Agents, with respect to the regulatory affairs of the Company; (iv) an opinion and, if not covered in such opinion, a negative assurance letter of Baker, Donelson, Bearman, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, PCBird LLP, counsel for the Company, addressed to the Agents and dated the date of this Agreement, in the form of Exhibit C hereto; (iii) (Av) a “comfort” letter from Ernst & Young LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to the Company and the Operating Partnership contained or incorporated by reference in the Registration Statement and the Prospectus, and (B) a “comfort” letter from Deloitte & Touche LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to Colonial and Colonial LP contained or incorporated by reference in the Registration Statement and the Prospectusrequest; (iv) a certificate signed by its Chief Financial Officer, in the form of Exhibit D hereto, certifying as to historical and pro forma financial statements, if any, and certain other financial, numerical and statistical data, in each case not covered by the “comfort” letter referred to in Section 5(a)(iii) hereof; (vvi) evidence reasonably satisfactory to the Subject Agent Agents and its the Agent’s counsel that the Shares have been approved for listing on the ExchangeNasdaqCM, subject only to notice of issuance on or before the date hereof; (vivii) resolutions duly adopted by the Company’s board of directors, and certified by an officer of the Company, authorizing the Company’s execution of this Agreement and the consummation by the Company of the transactions contemplated hereby, including the issuance and sale of the Shares; and (viiviii) such other documents as the Subject Agent Agents shall reasonably request; and (b) The Subject Agent Agents shall have received a letter, which shall include legal opinions opinion and negative assurance statements, letter of Sidley Austin ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Agents, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request.

Execution of Agreement. The obligations of the Subject Agent’s obligations , the Forward Seller and the Forward Purchaser under this Agreement shall be subject to the satisfaction of the following conditions in connection with and on the date of the execution of this Agreement: (a) the Company shall have delivered to the Subject Agent, the Forward Seller and the Forward Purchaser: (i) an officers’ certificate signed by two officers opinion of the Company (one of whom shall be the Chief Financial Officer or other senior financial officer) and of the general partner of the Operating Partnership certifying as to the matters set forth in Exhibit B hereto; (ii) an opinion and, if not covered in such opinion, a negative assurance letter of Baker, Donelson, Bearman, ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, PCUS LLP, counsel for the Company, addressed to the Agents and dated the date of this Agreement, in the form of Exhibit C hereto; (iii) (Aii) a “comfort” letter from Ernst Deloitte & Young Touche LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents Subject Agent, the Forward Seller or the Forward Purchase may reasonably request with respect to the financial statements and certain financial information of or relating to the Company and the Operating Partnership contained or incorporated by reference in the Registration Statement Statement, the Prospectus and the Prospectus, and (B) a “comfort” letter from Deloitte & Touche LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to Colonial and Colonial LP contained or incorporated by reference in the Registration Statement and the ProspectusGeneral Disclosure Package; (iviii) a certificate signed by its Chief Financial Officer, dated the date of this Agreement, in the form of Exhibit D hereto, certifying as to historical and pro forma financial statements, if any, and certain other financial, numerical and statistical data, in each case not covered by the “comfort” letter referred to in Section 5(a)(iii5(a)(ii) hereof; (viv) evidence reasonably satisfactory to the Subject Agent Agent, the Forward Seller and its counsel the Forward Purchaser, and their respective counsel, that the Shares and any Forward Settlement Shares have been approved for listing on the Exchange, subject only to notice of issuance on or before the date hereof; (viv) resolutions duly adopted by the Company’s board of directorsdirectors and/or a duly authorized committee thereof, and certified by an officer the Secretary of the Company, authorizing the Company’s execution of this Agreement and the consummation by the Company of the transactions contemplated hereby, including the issuance of the Shares and the Forward Settlement Shares; and (viivi) such other documents as the Subject Agent Agent, the Forward Seller or the Forward Purchaser shall reasonably request; and (b) The the Subject Agent Agent, the Forward Seller and the Forward Purchaser shall have received a letter, which shall include the legal opinions opinion and negative assurance statementsletter of ▇▇▇▇▇▇▇, of Sidley Austin Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, counsel to the AgentsSubject Agent, the Forward Seller and the Forward Purchaser addressed to the Agents Subject Agent, the Forward Seller and the Forward Purchaser and dated the date of this Agreement, addressing such matters as the Agents Subject Agent, the Forward Seller or the Forward Purchaser may reasonably request.

Execution of Agreement. The Subject Agent’s obligations under this Agreement shall be subject to the satisfaction of the following conditions in connection with and on the date of the execution of this Agreement: (a) the Company shall have delivered to the Subject Agent: : (i) an officers’ certificate signed by two officers of the Company (one of whom shall be the Chief Financial Officer or other senior financial officer) and of the general partner of the Operating Partnership certifying as to the matters set forth in Exhibit B hereto; ; (ii) an opinion and, if not covered in such opinion, a negative assurance letter of Baker▇▇▇▇▇▇▇, DonelsonArps, BearmanSlate, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, PC▇ LLP, counsel for the Company, addressed to the Agents Agent and dated the date of this Agreement, in form and substance reasonably satisfactory to the form of Exhibit C hereto; Agent; (iii) (A) a “comfort” letter from Ernst & Young PricewaterhouseCoopers LLP, addressed to the Agents Agent and dated the date of this Agreement, addressing such matters as the Agents Agent may reasonably request with respect to the financial statements and certain financial information of or relating to the Company and the Operating Partnership contained or incorporated by reference in the Registration Statement and the Prospectus, and (B) a “comfort” letter from Deloitte & Touche LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to Colonial and Colonial LP contained or incorporated by reference in the Registration Statement and the Prospectus; request; (iv) if requested by the Agent, a certificate signed by its the Company’s Chief Financial Officer, in form and substance reasonably satisfactory to the form of Exhibit D heretoAgent, certifying as to historical and pro forma financial statements, if any, and certain other financial, numerical and statistical data, in each case data not covered by the “comfort” letter referred to in Section 5(a)(iii) hereof; ; (v) evidence reasonably satisfactory to the Subject Agent and its counsel that the Shares have been approved for listing on the Exchange, subject only to notice of issuance on or before the date hereof; ; (vi) resolutions duly adopted by the Company’s board of directors, and certified by an officer of the Company, authorizing the Company’s execution of this Agreement and the consummation by the Company of the transactions contemplated hereby, including the issuance and sale of the Shares; and and (vii) such other documents as the Subject Agent shall reasonably request; and (b) The Subject the Agent shall have received a letterletter or letters, which shall include legal opinions and negative assurance statements, of Sidley Austin ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the AgentsAgent, addressed to the Agents Agent and dated the date of this Agreement, addressing such matters as the Agents Agent may reasonably request.

Execution of Agreement. The Subject Agent▇▇▇▇▇ Fargo’s obligations under obligation to execute and deliver this Agreement shall be subject to the satisfaction of the following conditions in connection with and on the date of the execution of this Agreement: (a) the Company shall have delivered to the Subject Agent▇▇▇▇▇ Fargo: (i) an officers’ officer’s certificate signed by two of its executive officers of the Company (one of whom shall be the Chief Financial Officer or other senior financial officer) and of the general partner of the Operating Partnership certifying as to the matters set forth in Exhibit B C hereto; (ii) an opinion and, if not covered in such opinion, a opinions and negative assurance letter of Baker, Donelson, Bearman, Barack ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, PC▇ LLP, counsel for the Company, addressed to ▇▇▇▇▇ Fargo and dated the Agents date of this Agreement, in the form of ▇▇▇▇▇▇▇▇ ▇-▇, ▇-▇ and D-3 hereto. In giving its opinions, such counsel may rely (i) as to all matters of fact, upon representations, statements or certificates of public officials and statements of officers, directors, partners, employees and representatives of and accountants for each of the Company and its subsidiaries, (ii) as to matters of Maryland law, on the opinion of McGuireWoods LLP, Baltimore, Maryland, and (iii) as to the good standing and qualification of the Company and the Operating Partnership to do business in any state or jurisdiction, upon certificates of appropriate government officials and letters from Corporation Service Company, copies of which have been furnished to you; (iii) an opinion of McGuireWoods LLP, special Maryland counsel to the Company, addressed to ▇▇▇▇▇ Fargo and dated the date of this Agreement, in the form of Exhibit C E hereto; (iii) (Aiv) a “comfort” letter from Ernst & Young of PricewaterhouseCoopers LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to the Company and the Operating Partnership contained or incorporated by reference in the Registration Statement and the Prospectus, and (B) a “comfort” letter from Deloitte & Touche LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to Colonial and Colonial LP contained or incorporated by reference in the Registration Statement and the Prospectus; (iv) a certificate signed by its Chief Financial Officer, in the form of Exhibit D hereto, certifying as to historical and pro forma financial statements, if any, and certain other financial, numerical and statistical data, in each case not covered by the “comfort” letter referred to in Section 5(a)(iii) hereofrequest; (v) evidence reasonably satisfactory to the Subject Agent ▇▇▇▇▇ Fargo and its counsel that the Shares have been approved for listing on the Exchange, subject only to notice of issuance on or before the date hereof; (vi) resolutions duly adopted by the Company’s board of directors, and certified by an officer of the Company, authorizing the Company’s execution of this Agreement and the consummation by the Company of the transactions contemplated hereby, including the issuance of the Shares; and (vii) such other documents as the Subject Agent ▇▇▇▇▇ Fargo shall reasonably request; and (b) The Subject Agent ▇▇▇▇▇ Fargo shall have received a letter, which shall include legal opinions an opinion and negative assurance statements, letter of Sidley Austin ▇▇▇▇▇▇▇▇ Chance US LLP, counsel to the Agents, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request. In giving its opinion, such counsel may rely (A) as to matters of Maryland law, on the opinion of McGuireWoods LLP, Baltimore, Maryland, which opinion shall be in form and substance reasonably satisfactory to counsel for the Agents and (B) as to the good standing and qualification of the Company to do business in any state or jurisdiction, upon certificates of appropriate governmental officials or opinions of counsel in such jurisdictions.

Execution of Agreement. The Subject Agent’s obligations under Jefferies’ obligation to execute and deliver this Agreement shall be subject to the satisfaction of the following conditions in connection with with, and on the date of of, the execution of this Agreement: (a) the Company shall have delivered to the Subject AgentJefferies: (i) an officers’ certificate signed by two officers of the Company (one Company’s executive officers, dated the date of whom shall be the Chief Financial Officer or other senior financial officer) and of the general partner of the Operating Partnership this Agreement, certifying as to the matters set forth in Exhibit B C hereto; (ii) a certificate of the Company’s General Counsel, Executive Vice President and Secretary of the Company, certifying as to the matters set forth in Exhibit D hereto; (iii) an opinion and, if not covered in such opinion, a and negative assurance letter of Baker, Donelson, Bearman, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, PCProcter LLP, counsel for to the Company, addressed to the Agents Jefferies and dated the date of this Agreement, in the form of Exhibit C E hereto; (iiiiv) an opinion of ▇▇▇▇▇▇▇ Procter LLP, tax counsel to the Company, addressed to Jefferies and dated the date of this Agreement, in the form of Exhibit F hereto; (Av) a “comfort” letter from Ernst of Deloitte & Young LLPTouche LLP , addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to the Company and the Operating Partnership contained or incorporated by reference in the Registration Statement and the Prospectus, and (B) a “comfort” letter from Deloitte & Touche LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to Colonial and Colonial LP contained or incorporated by reference in the Registration Statement and the Prospectusrequest; (ivvi) to the extent required pursuant to Section 2(j) above, a certificate of the chief financial officer of the Company; (vii) a certificate signed by its Chief Financial Officerthe Company’s corporate secretary, in annexing, among other documents, the form of Exhibit D hereto, certifying as to historical and pro forma financial statements, if any, and certain other financial, numerical and statistical data, in each case not covered by the “comfort” letter referred to in Section 5(a)(iii) hereof; (v) evidence reasonably satisfactory to the Subject Agent and its counsel that the Shares have been approved for listing on the Exchange, subject only to notice of issuance on or before the date hereof; (vi) resolutions duly adopted by the Company’s board of directors, and certified by an officer of the Company, authorizing the Company’s execution of this Agreement and the consummation by the Company of the transactions contemplated hereby, including the issuance and sale of the Shares; and (viiviii) such other documents as the Subject Agent Jefferies shall reasonably request; and (b) The Subject Agent Jefferies shall have received a letter, which shall include legal opinions an opinion and negative assurance statements, letter of Sidley Austin ▇▇▇▇▇ Lovells US LLP, counsel to the Agents, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request.

Execution of Agreement. The Subject Agent’s obligations under 's obligation to execute this Agreement shall be subject to the satisfaction of the following conditions in connection with and on the intended date of the execution of this Agreement: (a) the Company shall have delivered to the Subject Agent: (i) an officers’ officer's certificate signed by two of its executive officers of the Company (one of whom shall be the Chief Financial Officer or other senior financial officer) and of the general partner of the Operating Partnership certifying as to the matters set forth in Exhibit B A hereto; (ii) an opinion and, if not covered in such opinion, a negative assurance letter of Baker, Donelson, Bearman, ▇▇▇▇▇▇▇▇ White & ▇▇▇▇▇▇▇▇▇, PCCase LLP, counsel for the Company, addressed to the Agents Agent and dated the date of this Agreement, in the form of Exhibit B hereto, with only such departures from such form as Stroock & Stroock & Lavan LLP, counsel for the Ag▇▇▇, shall have approved; (iii) an intellectual property opinion of White & Case LLP, addressed to the Agent and dated the date of this Agreement, in the form of Exhibit C hereto; (iii) (A) a “comfort” letter , with only such departures from Ernst such form as Stroock & Young Stroock & Lavan LLP, addressed to the Agents and dated the date of this Agreementcounsel ▇▇▇ ▇he Agent, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to the Company and the Operating Partnership contained or incorporated by reference in the Registration Statement and the Prospectus, and (B) a “comfort” letter from Deloitte & Touche LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to Colonial and Colonial LP contained or incorporated by reference in the Registration Statement and the Prospectusshall have approved; (iv) a certificate signed by its Chief Financial Officerletter of Ernst & Young LLP dated the date of this Agreement and addressed to the Agent, in substantially the form of set forth in Exhibit D hereto, certifying as to historical and pro forma financial statements, if any, and certain other financial, numerical and statistical data, in each case not covered by the “comfort” letter referred to in Section 5(a)(iii) hereof; (v) evidence reasonably satisfactory to the Subject Agent and its counsel that the Registration Statement has become effective; (vi) evidence reasonably satisfactory to the Agent and its counsel that the Shares have been approved for listing on the Exchange, subject only to notice of issuance on at or before the date hereof; (vi) resolutions duly adopted by time of purchase on the Company’s board of directors, and certified by an officer of the Company, authorizing the Company’s execution of this Agreement and the consummation by the Company of the transactions contemplated hereby, including the issuance of the Sharesrelevant Purchase Date; and (vii) such other documents as the Subject Agent shall reasonably request; and (b) The Subject Agent shall have received a letter, which shall include legal opinions and negative assurance statements, the favorable opinion of Sidley Austin LLP, counsel Stroock & Stroock & Lavan LLP as to the Agents, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably requests▇▇ ▇▇rth in Exhibit E hereto.

Execution of Agreement. The Subject Agent’s Agents’ obligations under this Agreement shall be subject to the satisfaction of the following conditions in connection with and on the date of the execution of this Agreement: (a) the Company Transaction Entities shall have delivered to the Subject AgentAgents: (i) an officers’ certificate signed by two officers of the Company (one of whom shall be the Chief Financial Officer or other senior financial officer) and of the general partner of the Operating Partnership certifying as to the matters set forth in Exhibit B hereto; (ii) an opinion and, if not covered in such opinion, a negative assurance letter of Baker, Donelson, Bearman, ▇▇Winston & ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, PCLLP, counsel for the CompanyTransaction Entities, an opinion of Dentons US LLP regarding certain tax matters, addressed to the Agents and dated the date of this Agreement, in the form of Exhibit C C-1, and Exhibit C-2, respectively, hereto; (iii) (A) a “comfort” letter from Ernst & Young ▇▇▇▇▇▇ LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to the Company and the Operating Partnership contained or incorporated by reference in the Registration Statement and the Prospectus, and (B) a “comfort” letter from Deloitte & Touche LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to Colonial and Colonial LP contained or incorporated by reference in the Registration Statement and the Prospectusrequest; (iv) a certificate signed by its the Company’s Chief Financial Officer, in the form of Exhibit D heretoagreed upon between the Company and the Agents, certifying as to historical and pro forma financial statements, if any, and certain other financial, numerical and statistical data, in each case data not covered by the “comfort” letter referred to in Section 5(a)(iii) hereof; (v) evidence reasonably satisfactory to the Subject Agent Agents and its their counsel that the Shares have been approved for listing on the Exchange, subject only to notice of issuance on or before the date hereof;; and (vi) resolutions duly adopted by the Company’s board of directors, and certified by an officer of the Company, authorizing the Company’s execution of this Agreement by the Company and the Operating Partnership and the consummation by the Company and the Operating Partnership of the transactions contemplated hereby, including the issuance and sale of the Shares; and (vii) such other documents as the Subject Agent Agents shall reasonably request; and. (b) The Subject Agent Agents shall have received a letterletter or letters, which shall include legal opinions and negative assurance statements, of Sidley Austin ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Agents, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request.

Execution of Agreement. The Subject AgentKeyBanc’s obligations under obligation to execute and deliver this Agreement shall be subject to the satisfaction of the following conditions in connection with and on the date of the execution of this Agreement: (a) the Company shall have delivered to the Subject AgentKeyBanc: (i) an officers’ certificate signed by two of its executive officers of the Company (one of whom shall be the Chief Financial Officer or other senior financial officer) and of the general partner of the Operating Partnership certifying as to the matters set forth in Exhibit B C hereto; (ii) an opinion and, if not covered in such opinion, a and negative assurance letter of Baker, Donelson, Bearman, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, PCLord LLP, counsel for the Company, addressed to the Agents KeyBanc and dated the date of this Agreement, in the form of Exhibit C E hereto; (iii) a REIT opinion of ▇▇▇▇▇ Lord LLP, counsel for the Company, addressed to KeyBanc and dated the date of this Agreement, in the form of Exhibit F hereto; (Aiv) a “comfort” letter from of Ernst & Young LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to the Company and the Operating Partnership contained or incorporated by reference in the Registration Statement and the Prospectus, and (B) a “comfort” letter from Deloitte & Touche LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to Colonial and Colonial LP contained or incorporated by reference in the Registration Statement and the Prospectus; (iv) a certificate signed by its Chief Financial Officer, in the form of Exhibit D hereto, certifying as to historical and pro forma financial statements, if any, and certain other financial, numerical and statistical data, in each case not covered by the “comfort” letter referred to in Section 5(a)(iii) hereofrequest; (v) evidence reasonably satisfactory to the Subject Agent KeyBanc and its counsel that the Shares have been approved for listing on the Exchange, subject only to notice of issuance on or before the date hereof; (vi) resolutions duly adopted by the Company’s board of directors, and certified by an officer of the Company, authorizing the Company’s execution of this Agreement and the consummation by the Company of the transactions contemplated hereby, including the issuance of the Shares; and (vii) such other documents as the Subject Agent KeyBanc shall reasonably request. (b) the Operating Partnership shall have delivered to KeyBanc: (i) an officers’ certificate signed by two officers of ACCHL certifying as to the matters set forth in Exhibit D hereto; and (bii) The Subject Agent resolutions duly adopted by ACCHL, and certified by an officer of ACCHL, authorizing ACCHL’s execution of this Agreement on behalf of itself and the Operating Partnership. (c) KeyBanc shall have received a letter, which shall include legal opinions an opinion and negative assurance statements, letter of Sidley Austin LLP, counsel to the Agents, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request.

Execution of Agreement. The Subject Agent’s obligations under this Agreement shall be subject to the satisfaction of the following conditions in In connection with with, and on the intended date of of, the execution of this AgreementAgreement the following events shall have occurred: (a) the Company shall have delivered to the Subject AgentUnderwriter: (i) an officers’ certificate signed by two officers a certificate, addressed to the Underwriter and dated the date hereof, of the chief executive officer and the chief financial officer of the Company to the effect that (one i) the signers of whom shall be such certificate have carefully examined the Chief Financial Officer or other senior financial officer) Registration Statement, the Prospectus and this Agreement and that the representations and warranties of the general partner Company in this Agreement are true and correct on and as such date with the same effect as if made on such date and the Company has performed all covenants and agreements and satisfied all conditions contained in this Agreement required to be performed or satisfied by it at or prior to such date, and (ii) no stop order suspending the effectiveness of the Operating Partnership certifying as Registration Statement has been issued and to the matters set forth in Exhibit B heretobest of their knowledge, no proceedings for that purpose have been instituted or are pending under the Securities Act; (ii) an opinion and, if not covered in such opinion, a negative assurance letter of Baker, Donelson, Bearman, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, PC▇ LLP, counsel for the Company, addressed to the Agents Underwriter and dated the date of this Agreementsuch date, in form and substance reasonably satisfactory to the form of Exhibit C heretoUnderwriter; (iii) (A) a “comfort” letter from Ernst & Young LLP, of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP dated such date and addressed to the Agents Underwriter in form and dated substance reasonably satisfactory to the date Underwriter containing statements and information of this Agreement, addressing such matters as the Agents may reasonably request type ordinarily included in accountants' "comfort letters" to underwriters with respect to the financial statements and certain financial information of or relating to the Company and the Operating Partnership contained or incorporated by reference in the Registration Statement and the Prospectus, and (B) a “comfort” letter from Deloitte & Touche LLP, addressed Prospectus to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect be filed pursuant to the financial statements and certain financial information of or relating to Colonial and Colonial LP contained or incorporated by reference in the Registration Statement and the ProspectusSection 5(a)(i); (iv) a certificate signed by its Chief Financial Officer, in the form of Exhibit D hereto, certifying as to historical and pro forma financial statements, if any, and certain other financial, numerical and statistical data, in each case not covered by the “comfort” letter referred to in Section 5(a)(iii) hereof; (v) evidence reasonably satisfactory to the Subject Agent Underwriter and its counsel that the Shares Post-Effective Amendment No. 1 to the Registration Statement, has become effective and the Prospectus shall have been approved for listing on timely filed with the Exchange, subject only to notice of issuance on or before the date hereof; (viCommission in accordance with Section 6(a) resolutions duly adopted by the Company’s board of directors, and certified by an officer of the Company, authorizing the Company’s execution of this Agreement and the consummation by the Company of the transactions contemplated hereby, including the issuance of the SharesAgreement; and (viiv) such other documents as the Subject Agent Underwriter shall reasonably request; andrequest provided, the Underwriter shall make a written request to the Company for such other documents no later than three business days prior to the intended date of the execution of this Agreement. (b) The Subject Agent No order preventing or suspending the use of any preliminary prospectus or the Prospectus shall have received a letterbeen or shall be in effect and no order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for such purpose shall be pending before or threatened by the Commission, which and any requests for additional information on the part of the Commission (to be included in the Registration Statement or the Prospectus or otherwise) shall include legal opinions and negative assurance statements, of Sidley Austin LLP, counsel have been complied with to the Agents, addressed to satisfaction of the Agents Commission and dated the date of this Agreement, addressing such matters as the Agents may reasonably requestUnderwriter.

Execution of Agreement. The Subject Agent’s obligations of the Agents, the Forward Sellers and the Forward Purchasers under this Agreement shall be subject to the satisfaction of the following conditions in connection with and on the date of the execution of this Agreement: (a) the Company EQR and ERP shall have delivered to the Subject AgentAgents, the Forward Sellers and the Forward Purchasers: (i) an officers’ certificate signed by two officers of the Company EQR (one of whom shall be the Chief Financial Officer or other senior financial officer) and of the general partner of the Operating Partnership ERP certifying as to the matters set forth in Exhibit B C hereto; (ii) an opinion and, if not covered in such opinion, a negative assurance letter of Baker, Donelson, Bearman, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, PCDLA Piper LLP (US), counsel for the CompanyTransaction Entities, an opinion of DLA Piper LLP (US) regarding certain tax matters and an opinion of the General Counsel of EQR, addressed to the Agents Agents, the Forward Sellers and the Forward Purchasers and dated the date of this Agreement, in the form of Exhibit C ▇-▇, ▇▇▇▇▇▇▇ ▇-▇ and Exhibit D-3, respectively, hereto; (iii) (A) a “comfort” letter from Ernst & Young LLP, addressed to the Agents Agents, the Forward Sellers and the Forward Purchasers and dated the date of this Agreement, addressing such matters as the Agents Agents, the Forward Sellers and the Forward Purchasers may reasonably request with respect to the financial statements and certain financial information of or relating to the Company and the Operating Partnership contained or incorporated by reference in the Registration Statement and the Prospectus, and (B) a “comfort” letter from Deloitte & Touche LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to Colonial and Colonial LP contained or incorporated by reference in the Registration Statement and the Prospectusrequest; (iv) a certificate signed by its EQR’s Chief Financial Officer, in the form of Exhibit D heretoOfficer , certifying as to historical and pro forma financial statements, if any, and certain other financial, numerical and statistical data, in each case data not covered by the “comfort” letter referred to in Section 5(a)(iii) hereofhereof in a form reasonably acceptable to the Agents, the Forward Sellers and the Forward Purchasers; (v) evidence reasonably satisfactory to the Subject Agent Agents, the Forward Sellers and its the Forward Purchasers and their counsel that the Securities (including a number of Common Shares at least equal to the aggregate Capped Number under all outstanding Forward Contracts entered into between the Company and any Forward Purchaser) have been approved for listing on the Exchange, subject only to notice of issuance on or before the date hereof;; and (vi) resolutions duly adopted by the CompanyEQR’s board of directorstrustees, and certified by an officer of the CompanyEQR, authorizing the Company’s execution of this Agreement and the Master Forward Confirmation by EQR and ERP and the consummation by the Company EQR and ERP of the transactions contemplated herebyhereby and thereby, including the issuance and sale of the SharesSecurities; and (vii) such other documents as the Subject Agent Agents, the Forward Sellers and the Forward Purchasers shall reasonably request; and. (b) The Subject Agent Agents, the Forward Sellers and the Forward Purchasers shall have received a letterletter or letters, which shall include legal opinions and negative assurance statements, of Sidley Austin ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Agents, the Forward Sellers and the Forward Purchasers, addressed to the Agents Agents, the Forward Sellers and the Forward Purchasers and dated the date of this Agreement, addressing such matters as the Agents Agents, the Forward Sellers and the Forward Purchasers may reasonably request.

Execution of Agreement. The Subject Agent’s obligations under this Agreement shall be subject to the satisfaction of the following conditions in connection with and on the date of the execution of this Agreement: (a) the Company shall have delivered to the Subject Agent: (i) an officers’ certificate signed by two officers opinion of the Company (one of whom shall be the Chief Financial Officer or other senior financial officer) and of the general partner of the Operating Partnership certifying as to the matters set forth in Exhibit B hereto; (ii) an opinion and, if not covered in such opinion, a negative assurance letter of Baker, Donelson, Bearman, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, PCLovells US LLP, counsel for the Company, addressed to the Agents and dated the date of this Agreement, in the form of Exhibit C hereto; (iii) (Aii) a “comfort” letter from Ernst & Young LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents Subject Agent may reasonably request with respect to the financial statements and certain financial information of or relating to the Company and the Operating Partnership contained or incorporated by reference in the Registration Statement Statement, the Prospectus and the Prospectus, and (B) a “comfort” letter from Deloitte & Touche LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to Colonial and Colonial LP contained or incorporated by reference in the Registration Statement and the ProspectusGeneral Disclosure Package; (iviii) a certificate signed by its Chief Financial Officer, dated the date of this Agreement, in the form of Exhibit D hereto, certifying as to historical and pro forma financial statements, if any, and certain other financial, numerical and statistical data, in each case not covered by the “comfort” letter referred to in Section 5(a)(iii5(a)(ii) hereof; (viv) evidence reasonably satisfactory to the Subject Agent and its counsel that the Shares have been approved for listing on the Exchange, subject only to notice of issuance on or before the date hereof; (viv) resolutions duly adopted by the Company’s board of directorsdirectors and/or a duly authorized committee thereof, and certified by an officer the Secretary of the Company, authorizing the Company’s execution of this Agreement and the consummation by the Company of the transactions contemplated hereby, including the issuance of the Shares; and (viivi) such other documents as the Subject Agent shall reasonably request; and (b) The the Subject Agent shall have received a letter, which shall include the legal opinions opinion and negative assurance statementsletter of Skadden, of Sidley Austin Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, counsel to the AgentsSubject Agent, addressed to the Agents Subject Agent and dated the date of this Agreement, addressing such matters as the Agents Subject Agent may reasonably request.

Execution of Agreement. The Subject AgentJPMS’s obligations under obligation to execute this Agreement shall be subject to the satisfaction of the following conditions in connection with and on the intended date of the execution of this Agreement: (a) the Company shall have delivered to the Subject AgentJPMS: (i) an officers’ officer’s certificate signed by two officers an executive officer of the Company (one of whom shall be the Chief Financial Officer or other senior financial officer) and of the general partner of the Operating Partnership certifying as to the matters set forth in Exhibit B hereto; (ii) an opinion and, if not covered in such opinion, a negative assurance letter of Baker, Donelson, Bearman, S▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP, as to the matters set forth in Exhibit C.1 hereto, and Hunton & W▇▇▇▇▇▇▇▇▇▇ LLP, PCas to the matters set forth in Exhibit C.2 hereto, counsel counsels for the Company, addressed to the Agents JPMS and dated the date of this Agreement, in the with only such departures from such form of Exhibit C heretoas M▇▇▇▇▇▇▇ & F▇▇▇▇▇▇▇ LLP, counsel for JPMS, shall have approved; (iii) (A) a “comfort” letter from Ernst & Young LLP, addressed to the Agents and of PricewaterhouseCoopers LLP dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements Agreement and certain financial information of or relating to the Company and the Operating Partnership contained or incorporated by reference in the Registration Statement and the Prospectus, and (B) a “comfort” letter from Deloitte & Touche LLP, addressed to the Agents JPMS, in a form reasonably satisfactory to JPMS and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to Colonial and Colonial LP contained or incorporated by reference in the Registration Statement and the Prospectusits counsel; (iv) a certificate signed by its Chief Financial Officer, in the form of Exhibit D hereto, certifying as to historical and pro forma financial statements, if any, and certain other financial, numerical and statistical data, in each case not covered by the “comfort” letter referred to in Section 5(a)(iii) hereof; (v) evidence reasonably satisfactory to the Subject Agent JPMS and its counsel that the Shares have been approved for listing on the Exchange, subject only to notice of issuance on or before the date hereofRegistration Statement has become effective; (viv) resolutions duly adopted by the Company’s board of directors, and certified by an officer of the Company, authorizing the Company’s execution of this Agreement and the consummation by the Company of the transactions contemplated hereby, including the issuance of the Shares; (vi) in the event the Company is required by the rules of the Exchange to make one or more filings for approval of listing of the Shares by the Exchange, evidence reasonably satisfactory to JPMS and its counsel that the Shares have been approved for listing on the Exchange, subject only to notice of issuance on or before the Purchase Date; and (vii) such other documents as the Subject Agent JPMS shall reasonably request; and (b) The Subject Agent JPMS shall have received a letter, which shall include legal opinions and negative assurance statements, the favorable opinion of Sidley Austin LLP, counsel M▇▇▇▇▇▇▇ & F▇▇▇▇▇▇▇ LLP as to the Agents, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably requestset forth in Exhibit D hereto.

Execution of Agreement. The Subject AgentJPMS’s obligations under obligation to execute and deliver this Agreement shall be subject to the satisfaction of the following conditions in connection with and on the date of the execution of this Agreement: (a) the Company shall have delivered to the Subject AgentJPMS: (i) an officers’ certificate signed by two of its executive officers of the Company (one of whom shall be the Chief Financial Officer or other senior financial officer) and of the general partner of the Operating Partnership certifying as to the matters set forth in Exhibit B C hereto; (ii) an opinion and, if not covered in such opinion, a and negative assurance letter of Baker, Donelson, Bearman, ▇▇▇▇▇ Lord ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, PC▇ LLP, counsel for the Company, addressed to the Agents JPMS and dated the date of this Agreement, in the form of Exhibit C E hereto; (iii) an opinion of ▇▇▇▇▇ Lord Bissell & Liddell LLP, counsel for the Company, addressed to JPMS and dated the date of this Agreement, in the form of Exhibit F hereto; (Aiv) a “comfort” letter from of Ernst & Young LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to the Company and the Operating Partnership contained or incorporated by reference in the Registration Statement and the Prospectus, and (B) a “comfort” letter from Deloitte & Touche LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to Colonial and Colonial LP contained or incorporated by reference in the Registration Statement and the Prospectus; (iv) a certificate signed by its Chief Financial Officer, in the form of Exhibit D hereto, certifying as to historical and pro forma financial statements, if any, and certain other financial, numerical and statistical data, in each case not covered by the “comfort” letter referred to in Section 5(a)(iii) hereofrequest; (v) evidence reasonably satisfactory to the Subject Agent JPMS and its counsel that the Shares have been approved for listing on the Exchange, subject only to notice of issuance on or before the date hereof; (vi) resolutions duly adopted by the Company’s board of directors, and certified by an officer of the Company, authorizing the Company’s execution of this Agreement and the consummation by the Company of the transactions contemplated hereby, including the issuance of the Shares; and (vii) such other documents as the Subject Agent JPMS shall reasonably request. (b) the Operating Partnership shall have delivered to JPMS: (i) an officers’ certificate signed by two officers of ACCHL certifying as to the matters set forth in Exhibit D hereto; and (bii) The Subject Agent resolutions duly adopted by ACCHL, and certified by an officer of ACCHL, authorizing ACCHL’s execution of this Agreement on behalf of itself and the Operating Partnership. (c) JPMS shall have received a letter, which shall include legal opinions an opinion and negative assurance statements, letter of Sidley Austin LLPllp, counsel to the Agents, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request.

Execution of Agreement. The Subject Each Agent’s obligations under this Agreement shall be subject to the satisfaction of the following conditions in connection with and on the date of the execution of this Agreement: (a) the Company shall have delivered to the Subject AgentAgents: (i) an officers’ certificate signed by two officers of the Company (one of whom shall be the Chief Financial Officer or other senior financial officer) and of the general partner of the Operating Partnership certifying as to the matters set forth in Exhibit B hereto; (iia) an opinion and, if not covered in such opinion, a negative assurance letter of Baker, Donelson, Bearman, ▇▇▇▇▇▇▇▇ & Lord LLP, counsel for the Company, (b) an opinion of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, PCEsq., the General Counsel of the Company, (c) an opinion of ▇▇▇▇▇▇▇ Procter LLP, REIT counsel for the Company, and (d) an opinion of ▇▇▇▇ ▇▇▇▇▇▇ LLP, local counsel for the Company, each addressed to the Agents Agent and dated the date of this Agreement, in the form of Exhibit C C-1, Exhibit C-2, Exhibit C-3 and Exhibit C-4, respectively, hereto; (iii) (A) a “comfort” letter from Ernst & Young LLPKPMG, addressed to the Agents Agent and dated the date of this Agreement, addressing such matters as the Agents Agent may reasonably request with respect to the financial statements and certain financial information of or relating to the Company and the Operating Partnership contained or incorporated by reference in the Registration Statement and the Prospectus, and (B) a “comfort” letter from Deloitte & Touche LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to Colonial and Colonial LP contained or incorporated by reference in the Registration Statement and the Prospectusrequest; (iv) a certificate signed by its Chief Financial Officer, in the form of Exhibit D hereto, certifying as to historical and pro forma financial statements, if any, and certain other financial, numerical and statistical data, in each case not covered by the “comfort” letter referred to in Section 5(a)(iii) hereof[reserved]; (v) evidence reasonably satisfactory to the Subject Agent Agents and its the Agents’ counsel that the Shares have been approved for listing on the Exchange, subject only to notice of issuance on or before the date hereof; (vi) resolutions duly adopted by the Company’s board of directors, and certified by an officer of the Company, authorizing the Company’s execution of this Agreement and the consummation by the Company of the transactions contemplated hereby, including the issuance and sale of the Shares; and (vii) such other documents as the Subject any Agent shall reasonably request; and (b) The Subject Agent Agents shall have received a letterletter or letters, which shall include legal opinions and negative assurance statements, of Sidley Austin ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to the Agents, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request.

Execution of Agreement. The Subject Agent’s Agents’ obligations under this Agreement shall be subject to the satisfaction of the following conditions in connection with and on the date of the execution of this Agreement: (a) the Company shall have delivered to the Subject AgentAgents: (i) an officers’ certificate signed by two (2) officers of the Company (one of whom shall be the Chief Financial Officer or other senior financial officer) and of the general partner of the Operating Partnership certifying as to the matters set forth in Exhibit B hereto; (ii) an opinion and, if not covered in such opinion, and a negative assurance letter of Baker, Donelson, Bearman, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, PC▇ LLP, counsel for the Company, addressed to the Agents and dated the date of this Agreement, in form and substance reasonably satisfactory to the form of Exhibit C heretoAgents; (iii) (A) a “comfort” letter from Ernst & Young ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, independent auditors for the Company, and KPMG LLP, independent auditors for ADESA US AUCTION, each addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to the Company and the Operating Partnership contained or incorporated by reference in the Registration Statement and the Prospectus, and (B) a “comfort” letter from Deloitte & Touche LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to Colonial and Colonial LP contained or incorporated by reference in the Registration Statement and the Prospectusrequest; (iv) a certificate from the Company signed by its the Company’s Chief Financial Officer, in the form of Exhibit D heretoagreed with the Agents, certifying as to historical and pro forma financial statements, if any, and certain other financial, numerical and statistical data, in each case data not covered by the “comfort” letter letters referred to in Section 5(a)(iii) hereof; (v) evidence reasonably satisfactory to the Subject Agent Agents and its counsel that the Shares have been approved for listing on the Exchange, subject only to notice of issuance on or before the date hereof; (vi) resolutions duly adopted by the Company’s board of directors, and certified by an officer of the Company, authorizing the Company’s execution of this Agreement and the consummation by the Company of the transactions contemplated hereby, including the issuance and sale of the Shares; and (vii) such other documents as the Subject Agent Agents shall reasonably request; and (b) The Subject Agent Agents shall have received a letter, which shall include legal opinions opinion and a negative assurance statementsstatement, of Sidley Austin ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Agents, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request.

Execution of Agreement. The Subject Each Agent’s obligations under this Agreement shall be subject to the satisfaction of the following conditions in connection with and on the date of the execution of this Agreement: (a) the Company shall have delivered to the Subject AgentAgents: (i) an officers’ certificate signed by two officers the chief financial officer or chief accounting officer of the Company (and one of whom shall be the Chief Financial Officer or other additional senior financial officer) and executive officer of the general partner of Company who is satisfactory to the Operating Partnership Agent certifying as to the matters set forth in Exhibit B hereto; (ii) an opinion and, if not covered in such opinion, a negative assurance letter of Baker, Donelson, Bearman, ▇▇▇C▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, PCLLP, counsel for the Company, addressed to the Agents Agent and dated the date of this Agreement, in the form of Exhibit C hereto; (iii) (A) a “comfort” letter from Ernst & Young LLP, independent registered public accounting firm for the Company, addressed to the Agents Agent and dated the date of this Agreement, addressing such matters as the Agents Agent may reasonably request with respect to the financial statements and certain financial information of or relating to the Company and the Operating Partnership contained or incorporated by reference in the Registration Statement and the Prospectus, and (B) a “comfort” letter from Deloitte & Touche LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to Colonial and Colonial LP contained or incorporated by reference in the Registration Statement and the Prospectusrequest; (iv) a certificate from the Company signed by its Chief Financial Officer, in the form of Exhibit D hereto, certifying as to historical and pro forma financial statements, if any, and certain other financial, numerical and statistical data, in each case data not covered by the “comfort” letter referred to in Section 5(a)(iii) hereof; (v) evidence reasonably satisfactory to the Subject Agent Agents and its their counsel that the Shares have been approved for Company has submitted a notice of listing on with no objection being provided by the Exchange, subject only to notice of issuance on or before the date hereof; (vi) resolutions duly adopted by the Company’s board of directors, and certified by an officer of the Company, authorizing the Company’s execution of this Agreement and the consummation by the Company of the transactions contemplated hereby, including the issuance and sale of the Shares; and (vii) such other documents as the Subject Agent shall reasonably request; and (b) The Subject Agent Agents shall have received a letterletter or letters, which shall include legal opinions and negative assurance statements, of Sidley Austin D▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇▇▇ LLP, counsel to the Agents, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request.

Execution of Agreement. The Subject Each Agent’s obligations under this Agreement shall be subject to the satisfaction of the following conditions in connection with and on the date of the execution of this Agreement: (a) the Company shall have delivered to the Subject AgentAgents: (i) an officers’ certificate signed by two officers of the Company (one of whom shall be the Chief Financial Officer or other senior financial officer) and of the general partner of the Operating Partnership certifying as to the matters set forth in Exhibit B hereto; (ii) an opinion and, if not covered in such opinion, a negative assurance letter of Baker, Donelson, Bearman, ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, PC▇ LLP, counsel for the Company, addressed to the Agents and dated the date of this Agreement, in the form of Exhibit C hereto; (iii) (A) a “comfort” letter from Ernst & Young LLP, independent registered public accounting firm for the Company, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to the Company and the Operating Partnership contained or incorporated by reference in the Registration Statement and the Prospectus, and request; (Biv) a “comfort” letter from Deloitte & Touche LLP, independent registered public accounting firm with regards to certain financial statements of UCP, Inc. and its subsidiaries, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to Colonial and Colonial LP contained or incorporated by reference in the Registration Statement and the Prospectus; (iv) a certificate signed by its Chief Financial Officer, in the form of Exhibit D hereto, certifying as to historical and pro forma financial statements, if any, and certain other financial, numerical and statistical data, in each case not covered by the “comfort” letter referred to in Section 5(a)(iii) hereofrequest; (v) evidence reasonably satisfactory to the Subject Agent Agents and its their counsel that the Shares have been approved for listing on the Exchange, subject only to notice of issuance on or before the date hereof; (vi) resolutions duly adopted by the Company’s board of directors, and certified by an officer of the Company, authorizing the Company’s execution of this Agreement and the consummation by the Company of the transactions contemplated hereby, including the issuance and sale of the Shares; and (vii) such other documents as the Subject Agent Agents shall reasonably request; and (b) The Subject Agent the Agents shall have received a letterletter or letters, which shall include legal opinions and negative assurance statements, of Sidley Austin ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Agents, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request.

Execution of Agreement. The Subject Each Agent’s and each Forward Purchaser’s obligations under this Agreement shall be subject to the satisfaction of the following conditions in connection with and on the date of the execution of this Agreement: (a) the Company shall have delivered to the Subject AgentAgents and the Forward Purchasers: (i) an officers’ officer’s certificate signed executed by two officers the President, Executive Vice President, Senior Vice President or any Vice President of the Company (one of whom shall be the Chief Financial Officer or other senior financial officer) and of the general partner of the Operating Partnership certifying as to the matters set forth in Exhibit B C hereto; (ii) an opinion and, if not covered in such opinion, a negative assurance letter of Baker, Donelson, Bearman, ▇▇▇▇▇▇▇▇ & ▇. ▇▇▇▇▇▇▇▇▇, PCVice President, Corporate Secretary and Securities of the Company (or other reasonably acceptable internal counsel of the Company), addressed to the Agents and the Forward Purchasers and dated the date of this Agreement, that address substantially the matters set forth in Exhibit D; (iii) an opinion letter of ▇▇▇▇▇ Day, Minneapolis, Minnesota, counsel for the Company, addressed to the Agents and the Forward Purchasers and dated the date of this Agreement, that address substantially the matters set forth in the form of Exhibit C heretoE; (iiiiv) an opinion letter and related disclosure letter of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Agents and the Forward Purchasers, addressed to the Agents and the Forward Purchasers and dated the date of this Agreement, with respect to such matters as the Agents and the Forward Purchasers may reasonably request; (Av) a “comfort” letter from Ernst & Young LLP, addressed to the Agents and dated the date of this AgreementAgreement from the Company’s independent public accountants for the periods covered by their respective reports included or incorporated by reference in the Registration Statement and the General Disclosure Package (and the applicable interim periods), addressing such matters as in form and substance satisfactory to the Agents may reasonably request and the Forward Purchasers and to counsel for the Agents, containing statements and information of the type ordinarily included in accountants’ “comfort letters” with respect to the financial statements and certain financial information of or relating to the Company and the Operating Partnership contained or incorporated by reference in the Registration Statement and the Prospectus, and (B) a “comfort” letter from Deloitte & Touche LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to Colonial and Colonial LP contained or incorporated by reference in the Registration Statement and the Prospectus; (iv) a certificate signed by its Chief Financial Officer, in the form of Exhibit D hereto, certifying as to historical and pro forma financial statements, if any, and certain other financial, numerical and statistical data, in each case not covered by the “comfort” letter referred to in Section 5(a)(iii) hereof; (v) evidence reasonably satisfactory to the Subject Agent and its counsel that the Shares have been approved for listing on the Exchange, subject only to notice of issuance on or before the date hereofGeneral Disclosure Package; (vi) resolutions duly adopted by the Company’s board of directorsdirectors or a duly authorized committee thereof, and certified by an officer of the Company, authorizing the Company’s execution of this Agreement and the consummation by the Company of the transactions contemplated hereby, including the issuance and sale of the Shares; and (vii) such other documents and opinions as counsel for the Subject Agent Agents and the Forward Purchasers reasonably may require for the purpose of enabling them to pass upon the issuance and sale of the Shares as herein contemplated, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Shares as herein contemplated shall reasonably request; and (b) The Subject Agent shall have received a letter, which shall include legal opinions be satisfactory in form and negative assurance statements, of Sidley Austin LLP, counsel to the Agents, addressed substance to the Agents and dated the date of this Agreement, addressing such matters as Forward Purchasers and counsel for the Agents may reasonably requestand the Forward Purchasers.

Execution of Agreement. The Subject Agent’s obligations under this Agreement shall be subject to the satisfaction of the following conditions in connection with and on the date of the execution of this Agreement: (a) the Company shall have delivered to the Subject Agent: (i) an officers’ certificate signed by two officers of the Company (one of whom shall be the Chief Financial Officer or other senior financial officer) and of the general partner of the Operating Partnership certifying as to the matters set forth in Exhibit B hereto; (ii1) an opinion and, if not covered in such opinion, and a negative assurance letter of Baker, Donelson, Bearman, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, PCLLP, counsel for the Company, addressed to the Agents Agent and dated the date of this Agreement, in form and substance reasonably acceptable to the Agent; and (2) an opinion of LeClairRyan, Professional Corporation, special intellectual property counsel for the Company, addressed to the Agent and dated the date of this Agreement, in form of Exhibit C heretoand substance reasonably acceptable to the Agent; (iii) (A) a “comfort” letter from Ernst & Young PricewaterhouseCoopers LLP, addressed to the Agents Agent and dated the date of this Agreement, addressing such matters as the Agents Agent may reasonably request with respect to the financial statements and certain financial information of or relating to the Company and the Operating Partnership contained or incorporated by reference in the Registration Statement and the Prospectus, and (B) a “comfort” letter from Deloitte & Touche LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to Colonial and Colonial LP contained or incorporated by reference in the Registration Statement and the Prospectusrequest; (iv) a certificate signed by its the Company’s Chief Financial Officer, in form and substance reasonably acceptable to the form of Exhibit D heretoAgent, certifying as to historical and pro forma financial statements, if any, and certain other financial, numerical and statistical data, in each case data not covered by the “comfort” letter referred to in Section 5(a)(iii) hereof; (v) evidence reasonably satisfactory to the Subject Agent and its counsel that the Shares have been approved for listing on the Exchange, subject only to notice of issuance on or before the date hereof; (vi) resolutions duly adopted by the Company’s board of directors, and certified by an officer of the Company, authorizing the Company’s execution of this Agreement and the consummation by the Company of the transactions contemplated hereby, including the issuance and sale of the Shares; and (vii) such other documents as the Subject Agent shall reasonably request; and (b) The Subject Agent shall have received a letterletter or letters, which shall include legal opinions and negative assurance statements, of Sidley Austin LLP▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.C., counsel to the AgentsAgent, addressed to the Agents Agent and dated the date of this Agreement, addressing such matters as the Agents Agent may reasonably request.

Execution of Agreement. The Subject AgentKCA’s obligations under this Agreement shall be subject to the satisfaction of the following conditions in connection with and on the date of the execution of this Agreement: (a) the Company KCA shall have delivered to received the Subject Agentfollowing deliveries not later than five days after the date of this Agreement: (i) an officers’ certificate signed by two of its executive officers of the Company (one of whom shall be the Chief Financial Officer or other senior financial officer) and of the general partner of the Operating Partnership certifying as to the matters set forth in Exhibit B hereto; (ii) an opinion andof ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, if not covered counsel for the Company, addressed to KCA and dated the date of this Agreement, as to the matters set forth in Exhibit C hereto, with only such opinion, a negative assurance letter of Baker, Donelson, Bearman, departures from such form as ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, PC▇ LLP, counsel for KCA, shall have reasonably approved; (iii) an opinion of Holland & ▇▇▇▇ LLP, Colorado counsel to the Company, addressed to the Agents KCA and dated the date of this Agreement, as to the matters set forth in the Exhibit D hereto, with only such departures from such form of Exhibit C heretoas ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to KCA, shall have reasonably approved; (iiiiv) (A) so long as KCA provides such independent auditors with any representation letters they reasonably request in accordance with customary practice, a “comfort” letter from Ernst each of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Young LLP, addressed to the Agents ▇▇▇▇▇▇▇ P.C. and PricewaterhouseCoopers LLP dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements Agreement and certain financial information of or relating to the Company and the Operating Partnership contained or incorporated by reference in the Registration Statement and the Prospectus, and (B) a “comfort” letter from Deloitte & Touche LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to Colonial and Colonial LP contained or incorporated by reference in the Registration Statement and the Prospectus; (iv) a certificate signed by its Chief Financial OfficerKCA, in the a form of Exhibit D hereto, certifying as reasonably satisfactory to historical KCA and pro forma financial statements, if any, and certain other financial, numerical and statistical data, in each case not covered by the “comfort” letter referred to in Section 5(a)(iii) hereofits counsel consistent with customary practice for such letters; (v) evidence reasonably satisfactory to KCA and its counsel that the Subject Agent Registration Statement has become effective; (vi) evidence reasonably satisfactory to KCA and its counsel that the Shares have been approved for listing on the Exchange, subject only to notice of issuance on at or before the date hereoftime of purchase on the relevant Purchase Date; (vivii) resolutions duly adopted by the Company’s board of directors, and certified by an officer of the Company, authorizing the Registration Statement, Company’s execution of this Agreement and the consummation by the Company of the transactions contemplated hereby, including the issuance of the SharesShares and such other matters as are customary for the transactions contemplated hereby; and (viiviii) such other documents as the Subject Agent KCA shall reasonably request; and (b) The Subject Agent KCA shall have received a letter, which shall include legal opinions and negative assurance statements, of Sidley Austin LLP, counsel to the Agents, addressed to the Agents and dated following deliveries from ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP not later than five days after the date of this Agreement: (i) a favorable opinion, addressing such as to the matters set forth in Exhibit E hereto, and (ii) a letter with respect to Rule 10b-5 of the Exchange Act, as to the Agents may reasonably requestmatters set forth in Exhibit F hereto.

Execution of Agreement. The Subject Agent’s obligations under this Agreement shall be subject to the satisfaction of the following conditions in In connection with with, and on the intended ----------------------- date of of, the execution of this AgreementAgreement the following events shall have occurred: (a) the Company shall have delivered to the Subject AgentUnderwriter: (i) an officers’ officer's certificate signed by two of its executive officers of the Company (one of whom shall be the Chief Financial Officer or other senior financial officer) and of the general partner of the Operating Partnership certifying as to the matters set forth in Exhibit B A hereto; (ii) an opinion andof Mintz, if not covered Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel for the Company, addressed to the Underwriter and dated such date, in the form of Exhibit B1 hereto, and opinions of ▇▇▇▇ and ▇▇▇▇ LLP and ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, intellectual property counsel for the Company, each addressed to the Underwriter and dated such opiniondate, a negative assurance letter in the form of BakerExhibits B2 and B3 hereto, Donelsonrespectively, Bearman, with only such departures from such form as ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, PC▇ LLP, counsel for the CompanyUnderwriter, addressed to the Agents and dated the date of this Agreement, in the form of Exhibit C heretoshall have approved; (iii) (A) a “comfort” letter from Ernst & Young LLP, of PricewaterhouseCoopers LLP dated such date and addressed to the Agents and dated the date of this AgreementUnderwriter, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to the Company and the Operating Partnership contained or incorporated by reference in the Registration Statement and the Prospectus, and (B) a “comfort” letter from Deloitte form heretofore approved by ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Touche ▇▇▇▇▇▇▇ LLP, addressed to counsel for the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to Colonial and Colonial LP contained or incorporated by reference in the Registration Statement and the ProspectusUnderwriter; (iv) a certificate signed by evidence reasonably satisfactory to the Underwriter and its Chief Financial Officer, in counsel that the form of Exhibit D hereto, certifying as to historical and pro forma financial statements, if anyRegistration Statement, and certain other financialPost-Effective Amendment No. 1 thereto, numerical and statistical data, in each case not covered by the “comfort” letter referred to in Section 5(a)(iii) hereofhas become effective; (v) evidence reasonably satisfactory to the Subject Agent Underwriter and its counsel that the Shares have been approved for listing on the Exchange, subject only to notice of issuance on at or before the date hereof; (vi) resolutions duly adopted by time of purchase on the Company’s board of directors, and certified by an officer of the Company, authorizing the Company’s execution of this Agreement and the consummation by the Company of the transactions contemplated hereby, including the issuance of the Sharesrelevant Purchase Date; and (viivi) such other documents as the Subject Agent Underwriter shall reasonably request; and; (b) The Subject Agent Underwriter shall have received a letter, which shall include legal opinions and negative assurance statements, the favorable opinion of Sidley Austin ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel for the Underwriter, as to the Agents, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably requestset forth in Exhibit C hereto.

Execution of Agreement. The Subject Each Agent’s obligations under this Agreement shall be subject to the satisfaction of the following conditions in connection with and on the date of the execution of this Agreement: (a) the Company shall have delivered to the Subject Agent: (i) an officers’ certificate signed by two officers of the Company (one of whom shall be the Chief Financial Officer or other senior financial officer) and of the general partner of the Operating Partnership certifying as to the matters set forth in Exhibit B hereto; (ii) an opinion and, if not covered in such opinion, and a negative assurance letter of Baker, Donelson, Bearman, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, PCDLA Piper LLP (US), counsel for the Company, and opinion of the General Counsel of the Company, each addressed to the Agents and dated the date of this Agreement, in the form of Exhibit C C-1 and Exhibit C-2, respectively, hereto; (iii) (A) a “comfort” letter from Ernst & Young PricewaterhouseCoopers LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to the Company and the Operating Partnership contained or incorporated by reference in the Registration Statement and the Prospectus, and (B) a “comfort” letter from Deloitte & Touche LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to Colonial and Colonial LP contained or incorporated by reference in the Registration Statement and the Prospectusrequest; (iv) a certificate signed by its the Company’s Chief Financial Officer, in the form of Exhibit D hereto, certifying as to historical and pro forma financial statements, if any, and certain other financial, numerical and statistical data, in each case data not covered by the “comfort” letter referred to in Section 5(a)(iii) hereof; (v) evidence reasonably satisfactory to the Subject Agent Agents and its their counsel that the Shares have been approved for listing on the Exchange, subject only to notice of issuance on or before the date hereof; (vi) resolutions duly adopted by the Company’s board of directors, and certified by an officer of the Company, authorizing the Company’s execution of this Agreement and the consummation by the Company of the transactions contemplated hereby, including the issuance and sale of the Shares; and (vii) such other documents as the Subject Agent shall reasonably request; and (b) The Subject Agent shall have received a letterletter or letters, which shall include legal opinions and negative assurance statements, of Sidley Austin Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, counsel to the Agents, addressed to the Agents Agent and dated the date of this Agreement, addressing such matters as the Agents Agent may reasonably request.

Execution of Agreement. The Subject Agent’s obligations under of the Agents, the Forward Sellers and the Forward Purchasers to execute and deliver this Agreement shall be subject to the satisfaction of the following conditions in connection with with, and on the date of of, the execution of this Agreement: (a) the Company shall have delivered to the Subject AgentAgents, the Forward Sellers and the Forward Purchasers: (i) an officers’ certificate signed by two officers of the Company’s executive officers, on behalf of the Company (one of whom shall be the Chief Financial Officer or other senior financial officer) for itself and of the as general partner of the Operating Partnership Partnership), dated the date of this Agreement, certifying as to the matters set forth in Exhibit B E hereto; (ii) an opinion and, if not covered in such opinion, opinions and a negative assurance letter of Baker, Donelson, Bearman, ▇▇G▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, PCProcter LLP, counsel for to the Company, addressed to the Agents Agents, the Forward Sellers and the Forward Purchasers, as applicable, and dated the date of this Agreement, in the form of Exhibit C F hereto; (iii) an opinion of G▇▇▇▇▇▇ Procter LLP, tax counsel to the Company, addressed to the Agents, the Forward Sellers and the Forward Purchasers and dated the date of this Agreement, in the form of Exhibit G hereto; (Aiv) a “comfort” letter from Ernst & Young LLPof KPMG LLP (or any successor audit firm), addressed to the Agents Agents, the Forward Sellers and the Forward Purchasers and dated the date of this Agreement, addressing such matters as the Agents Agents, the Forward Sellers and the Forward Purchasers may reasonably request with respect to request; (v) an opinion of the financial statements and certain financial information general counsel of or relating to the Company and the Operating Partnership contained or incorporated by reference in the Registration Statement and the Prospectus, and (B) a “comfort” letter from Deloitte & Touche LLPCompany, addressed to the Agents Agents, the Forward Sellers and the Forward Purchasers and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to Colonial and Colonial LP contained or incorporated by reference in the Registration Statement and the Prospectusform of Exhibit H hereto; (ivvi) to the extent required pursuant to Section 4(u) above, a certificate of the chief financial officer of the Company; (vii) a certificate signed by its Chief Financial Officerthe Company’s corporate secretary, in annexing, among other documents, the form of Exhibit D hereto, certifying as to historical and pro forma financial statements, if any, and certain other financial, numerical and statistical data, in each case not covered by the “comfort” letter referred to in Section 5(a)(iii) hereof; (v) evidence reasonably satisfactory to the Subject Agent and its counsel that the Shares have been approved for listing on the Exchange, subject only to notice of issuance on or before the date hereof; (vi) resolutions duly adopted by the Company’s board Board of directors, and certified by an officer Directors of the CompanyCompany or a duly authorized committee thereof, authorizing the Company’s execution of this Agreement and the consummation by the Company of the transactions contemplated hereby, including the issuance and sale of the Shares; and (viiviii) such other documents as the Subject Agent Agents, the Forward Sellers and the Forward Purchasers shall reasonably request; and. (b) The Subject Agent Agents, the Forward Sellers and the Forward Purchasers shall have received a letter, which shall include legal opinions an opinion and negative assurance statements, letter of Sidley Austin LLPV▇▇▇▇▇ & E▇▇▇▇▇ L.L.P., counsel to the Agents, addressed to the Agents Agents, the Forward Sellers and the Forward Purchasers and dated the date of this Agreement, addressing such matters as the Agents Agents, the Forward Sellers and the Forward Purchasers may reasonably request. (c) The Agents, the Forward Sellers and the Forward Purchasers shall have received an opinion of Sidley Austin LLP, special counsel to the Agents, Forward Sellers and the Forward Purchasers, addressed to the Agents, Forward Sellers and the Forward Purchasers and dated the date of this Agreement, addressing such matters as the Agents, the Forward Sellers and the Forward Purchasers may reasonably request.

Execution of Agreement. The Subject Agent’s Agents’ obligations under this Agreement shall be subject to the satisfaction of the following conditions in connection with and on the date of the execution of this Agreement: (a) the Company Transaction Entities shall have delivered to the Subject AgentAgents: (i) an officers’ certificate signed by two officers of the Company (one of whom shall be the Chief Financial Officer or other senior financial officer) and of the general partner of the Operating Partnership certifying as to the matters set forth in Exhibit B hereto; (ii) an opinion and, if not covered in such opinion, a negative assurance letter of Baker, Donelson, Bearman, ▇▇Winston & ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, PCLLP, counsel for the CompanyTransaction Entities, an opinion of Dentons US LLP regarding certain tax matters, addressed to the Agents and dated the date of this Agreement, in the form of Exhibit C C-1, and Exhibit C-2, respectively, hereto; (iii) (A) a “comfort” letter from Ernst each of ▇▇▇▇▇▇ LLP and ▇▇▇▇▇▇▇ & Young LLP▇▇▇▇▇▇, LLC, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to the Company and the Operating Partnership contained or incorporated by reference in the Registration Statement and the Prospectus, and (B) a “comfort” letter from Deloitte & Touche LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to Colonial and Colonial LP contained or incorporated by reference in the Registration Statement and the Prospectusrequest; (iv) a certificate signed by its the Company’s Chief Financial Officer, in the form of Exhibit D heretoagreed upon between the Company and the Agents, certifying as to historical and pro forma financial statements, if any, and certain other financial, numerical and statistical data, in each case data not covered by the “comfort” letter referred to in Section 5(a)(iii) hereof; (v) evidence reasonably satisfactory to the Subject Agent Agents and its their counsel that the Shares have been approved for listing on the Exchange, subject only to notice of issuance on or before the date hereof;; and (vi) resolutions duly adopted by the Company’s board of directors, and certified by an officer of the Company, authorizing the Company’s execution of this Agreement by the Company and the Operating Partnership and the consummation by the Company and the Operating Partnership of the transactions contemplated hereby, including the issuance and sale of the Shares; and (vii) such other documents as the Subject Agent Agents shall reasonably request; and. (b) The Subject Agent Agents shall have received a letterletter or letters, which shall include legal opinions and negative assurance statements, of Sidley Austin ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Agents, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request.

Execution of Agreement. The Subject Each Agent’s obligations under this Agreement shall be subject to the satisfaction of the following conditions in connection with and on the date of the execution of this Agreement: (a) the Company shall have delivered to the Subject AgentAgents: (i) an officers’ certificate signed by two officers of the Company (one of whom shall be the Chief Financial Officer or other senior financial officer) and of the general partner of the Operating Partnership certifying as to the matters set forth in Exhibit B hereto; (ii) an opinion and, if not covered in such opinion, a and negative assurance letter statement of Baker, Donelson, Bearman, ▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, PCLLP, counsel for to the Company, addressed to the Agents and dated the date of this Agreement, in the form of Exhibit C hereto; (iii) (A) a “comfort” letter from Ernst & Young LLPan opinion of the General Counsel of the Company, addressed to the Agents and dated the date of this Agreement, addressing such matters as in the form of Exhibit D hereto; (iv) an opinion of ▇▇▇▇▇▇▇ LLP, Maryland counsel for the Company, addressed to the Agents may reasonably request with respect to and dated the financial statements and certain financial information date of or relating to the Company and the Operating Partnership contained or incorporated by reference this Agreement, in the Registration Statement and the Prospectus, and form of Exhibit E hereto; (Bv) a “comfort” letter from Deloitte & Touche LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to Colonial and Colonial LP contained or incorporated by reference in the Registration Statement and the Prospectusrequest; (iv) a certificate signed by its Chief Financial Officer, in the form of Exhibit D hereto, certifying as to historical and pro forma financial statements, if any, and certain other financial, numerical and statistical data, in each case not covered by the “comfort” letter referred to in Section 5(a)(iii) hereof; (vvi) evidence reasonably satisfactory to the Subject Agent Agents and its their counsel that the Shares have been approved for listing on the Exchange, subject only to notice of issuance on or before the date hereof; (vivii) resolutions duly adopted by the Board of Directors of the Company’s board of directors, and certified by an officer of the Company, authorizing the Company’s execution of this Agreement and the consummation by the Company of the transactions contemplated hereby, including the issuance and sale of the Shares; and (viiviii) such other documents as the Subject Agent Agents shall reasonably request; and. (b) The Subject Agent Agents shall have received a letterletter or letters, which shall include legal opinions and negative assurance statements, of Sidley Austin ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, counsel to the Agents, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request.

Execution of Agreement. The Subject Agent▇▇▇▇▇ Fargo’s obligations under obligation to execute and deliver this Agreement shall be subject to the satisfaction of the following conditions in connection with with, and on the date of of, the execution of this Agreement: (a) the Company shall have delivered to the Subject Agent▇▇▇▇▇ Fargo: (i) an officers’ officer’s certificate signed by two officers of the Company (one Company’s executive officers, dated the date of whom shall be the Chief Financial Officer or other senior financial officer) and of the general partner of the Operating Partnership this Agreement, certifying as to the matters set forth in Exhibit B C hereto; (ii) an opinion and, if not covered in such opinion, a and negative assurance letter of Baker, Donelson, Bearman, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, PCProcter LLP, counsel for to the Company, addressed to the Agents ▇▇▇▇▇ Fargo and dated the date of this Agreement, in the form of Exhibit C D hereto; (iii) an opinion of ▇▇▇▇▇▇▇ Procter LLP, tax counsel to the Company, addressed to ▇▇▇▇▇ Fargo and dated the date of this Agreement, in the form of Exhibit E hereto; (Aiv) a “comfort” letter from of Ernst & Young LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to the Company and the Operating Partnership contained or incorporated by reference in the Registration Statement and the Prospectus, and (B) a “comfort” letter from Deloitte & Touche LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to Colonial and Colonial LP contained or incorporated by reference in the Registration Statement and the Prospectus; (iv) a certificate signed by its Chief Financial Officer, in the form of Exhibit D hereto, certifying as to historical and pro forma financial statements, if any, and certain other financial, numerical and statistical data, in each case not covered by the “comfort” letter referred to in Section 5(a)(iii) hereofrequest; (v) evidence reasonably satisfactory to the Subject Agent and its counsel extent required pursuant to Section 2(j) above, a certificate of the chief financial officer of the Company; (vi) evidence that the Shares have been approved for listing on the ExchangeNYSE, subject only to notice of issuance issuance, on or before the date hereof; (vivii) a certificate signed by the Company’s corporate secretary, annexing, among other documents, the resolutions duly adopted by the Company’s board of directors, and certified by an officer of the Company, authorizing the Company’s and the Operating Partnership’s execution of this Agreement and the consummation by the Company and the Operating Partnership of the transactions contemplated hereby, including the issuance and sale of the Shares; and (viiviii) such other documents as the Subject Agent ▇▇▇▇▇ Fargo shall reasonably request; and (b) The Subject Agent ▇▇▇▇▇ Fargo shall have received a letter, which shall include legal opinions an opinion and negative assurance statements, letter of Sidley Austin ▇▇▇▇▇ Lovells US LLP, counsel to the Agents, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request.

Execution of Agreement. The Subject Agent’s obligations of the Agents, the Forward Sellers and the Forward Purchasers under this Agreement shall be subject to the satisfaction of the following conditions in connection with and on the date of the execution of this Agreement: (a) the Company EQR and ERP shall have delivered to the Subject AgentAgents, the Forward Sellers and the Forward Purchasers: (i) an officers’ certificate signed by two officers of the Company EQR (one of whom shall be the Chief Financial Officer or other senior financial officer) and of the general partner of the Operating Partnership ERP certifying as to the matters set forth in Exhibit B C hereto; (ii) an opinion and, if not covered in such opinion, a and negative assurance letter statement of BakerDLA Piper LLP (US), Donelsoncounsel for the Transaction Entities, Bearmanan opinion of DLA Piper LLP (US) regarding certain tax matters, and an opinion of the General Counsel of EQR, in the forms set forth in Exhibit ▇-▇, ▇▇▇▇▇▇▇ ▇-▇ & ▇▇▇▇▇▇▇▇▇and Exhibit D-3, PCrespectively, hereto; provided that, in giving the opinions required by this Section 5(a)(ii), such counsel may rely (A) as to all matters of fact, upon certificates and written statements of officers and employees of and accountants for the CompanyEQR and ERP, addressed and (B) as to the Agents qualification and dated the date good standing of this Agreementeach of EQR, ERP or any of their subsidiaries to do business in the form any state or jurisdiction, upon certificates of Exhibit C heretoappropriate government officials or opinions of counsel in such jurisdictions; (iii) (A) a “comfort” letter from Ernst & Young LLP, addressed to the Agents Agents, the Forward Sellers and the Forward Purchasers and dated the date of this Agreement, addressing such matters as the Agents Agents, the Forward Sellers and the Forward Purchasers may reasonably request with respect to the financial statements and certain financial information of or relating to the Company and the Operating Partnership contained or incorporated by reference in the Registration Statement and the Prospectus, and (B) a “comfort” letter from Deloitte & Touche LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to Colonial and Colonial LP contained or incorporated by reference in the Registration Statement and the Prospectusrequest; (iv) a certificate signed by its EQR’s Chief Financial Officer, in the form of Exhibit D hereto, certifying as to historical and pro forma financial statements, if any, and certain other financial, numerical and statistical data, in each case data not covered by the “comfort” letter referred to in Section 5(a)(iii) hereofhereof in a form reasonably acceptable to the Agents, the Forward Sellers and the Forward Purchasers; (v) evidence reasonably satisfactory to the Subject Agent Agents, the Forward Sellers and its the Forward Purchasers and their counsel that the Shares Securities have been approved for listing on the Exchange, subject only to notice of issuance on or before the date hereof; (vi) resolutions duly adopted by the CompanyEQR’s board of directorstrustees or a duly authorized committee thereof, and certified by an officer of the CompanyEQR, authorizing the Company’s execution of this Agreement and the Master Forward Confirmation by EQR and ERP and the consummation by the Company EQR and ERP of the transactions contemplated herebyhereby and thereby, including the issuance and sale of the SharesSecurities; and (vii) such other documents as the Subject Agent Agents, the Forward Sellers and the Forward Purchasers shall reasonably request; and. (b) The Subject Agent Agents, the Forward Sellers and the Forward Purchasers shall have received a letterletter or letters, which shall include legal opinions and negative assurance statements, of Sidley Austin ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Agents, the Forward Sellers and the Forward Purchasers, addressed to the Agents Agents, the Forward Sellers and the Forward Purchasers and dated the date of this Agreement, addressing such matters as the Agents Agents, the Forward Sellers and the Forward Purchasers may reasonably request.

Execution of Agreement. The Subject AgentJPMS’s obligations under obligation to execute and deliver this Agreement shall be subject to the satisfaction of the following conditions in connection with and on the date of the execution of this Agreement: (a) the Company shall have delivered to the Subject AgentJPMS: (i) an officers’ officer’s certificate signed by two of its executive officers of the Company (one of whom shall be the Chief Financial Officer or other senior financial officer) and of the general partner of the Operating Partnership certifying as to the matters set forth in Exhibit B C hereto; (ii) an opinion and, if not covered in such opinion, a opinions and negative assurance letter of Baker, Donelson, Bearman, Barack ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, PC▇ LLP, counsel for the Company, addressed to JPMS and dated the Agents date of this Agreement, in the form of ▇▇▇▇▇▇▇▇ ▇-▇, ▇-▇ and D-3 hereto. In giving its opinion, such counsel may rely (i) as to all matters of fact, upon representations, statements or certificates of public officials and statements of officers, directors, partners, employees and representatives of and accountants for each of the Company and its Subsidiaries, (ii) as to matters of Maryland law, on the opinion of McGuireWoods LLP, Baltimore, Maryland, and (iii) as to the good standing and qualification of the Company and the Operating Partnership to do business in any state or jurisdiction, upon certificates of appropriate government officials and letters from Corporation Service Company, copies of which have been furnished to you; (iii) an opinion of McGuireWoods LLP, special Maryland counsel to the Company, addressed to JPMS and dated the date of this Agreement, in the form of Exhibit C E hereto; (iii) (Aiv) a “comfort” letter from Ernst & Young of PricewaterhouseCoopers LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to the Company and the Operating Partnership contained or incorporated by reference in the Registration Statement and the Prospectus, and (B) a “comfort” letter from Deloitte & Touche LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to Colonial and Colonial LP contained or incorporated by reference in the Registration Statement and the Prospectus; (iv) a certificate signed by its Chief Financial Officer, in the form of Exhibit D hereto, certifying as to historical and pro forma financial statements, if any, and certain other financial, numerical and statistical data, in each case not covered by the “comfort” letter referred to in Section 5(a)(iii) hereofrequest; (v) evidence reasonably satisfactory to the Subject Agent JPMS and its counsel that the Shares have been approved for listing on the Exchange, subject only to notice of issuance on or before the date hereof; (vi) resolutions duly adopted by the Company’s board of directors, and certified by an officer of the Company, authorizing the Company’s execution of this Agreement and the consummation by the Company of the transactions contemplated hereby, including the issuance of the Shares; and (vii) such other documents as the Subject Agent JPMS shall reasonably request; and (b) The Subject Agent JPMS shall have received a letter, which shall include legal opinions an opinion and negative assurance statements, letter of Sidley Austin ▇▇▇▇▇▇▇▇ Chance US LLP, counsel to the Agents, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request. In giving its opinion, such counsel may rely (A) as to matters of Maryland law, on the opinion of McGuireWoods LLP, Baltimore, Maryland, which opinion shall be in form and substance reasonably satisfactory to counsel for the Agents and (B) as to the good standing and qualification of the Company, the Corporate Subsidiaries and the Partnership Subsidiaries to do business in any state or jurisdiction, upon certificates of appropriate governmental officials or opinions of counsel in such jurisdictions.

Execution of Agreement. The Subject Agent▇▇▇▇▇ Fargo’s obligations under obligation to execute and deliver this Agreement shall be subject to the satisfaction of the following conditions in connection with with, and on the date of of, the execution of this Agreement: (a) the Company shall have delivered to the Subject Agent▇▇▇▇▇ Fargo: (i) an officers’ officer’s certificate signed by two officers of the Company (one Company’s executive officers, dated the date of whom shall be the Chief Financial Officer or other senior financial officer) and of the general partner of the Operating Partnership this Agreement, certifying as to the matters set forth in Exhibit B C hereto; (ii) an opinion and, if not covered in such opinion, a and negative assurance letter of Baker, Donelson, Bearman, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, PCProcter LLP, counsel for to the Company, addressed to the Agents ▇▇▇▇▇ Fargo and dated the date of this Agreement, in the form of Exhibit C D hereto; (iii) an opinion of ▇▇▇▇▇▇▇ Procter LLP, tax counsel to the Company, addressed to ▇▇▇▇▇ Fargo and dated the date of this Agreement, in the form of Exhibit E hereto; (Aiv) a “comfort” letter from of Ernst & Young LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to the Company and the Operating Partnership contained or incorporated by reference in the Registration Statement and the Prospectus, and (B) a “comfort” letter from Deloitte & Touche LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to Colonial and Colonial LP contained or incorporated by reference in the Registration Statement and the Prospectus; (iv) a certificate signed by its Chief Financial Officer, in the form of Exhibit D hereto, certifying as to historical and pro forma financial statements, if any, and certain other financial, numerical and statistical data, in each case not covered by the “comfort” letter referred to in Section 5(a)(iii) hereofrequest; (v) evidence reasonably satisfactory to the Subject Agent and its counsel extent required pursuant to Section 2(j) above, a certificate of the chief financial officer of the Company; (vi) evidence that the Shares have been approved for listing on the ExchangeNYSE, subject only to notice of issuance issuance, on or before the date hereof; (vivii) a certificate signed by the Company’s corporate secretary, annexing, among other documents, the resolutions duly adopted by the Company’s board of directors, and certified by an officer of the Company, authorizing the Company’s and the Operating Partnership’s execution of this Agreement and the consummation by the Company and the Operating Partnership of the transactions contemplated hereby, including the issuance and sale of the Shares; and (viiviii) such other documents as the Subject Agent ▇▇▇▇▇ Fargo shall reasonably request; and (b) The Subject Agent ▇▇▇▇▇ Fargo shall have received a letter, which shall include legal opinions an opinion and negative assurance statements, letter of Sidley Austin ▇▇▇▇▇ &Hartson LLP, counsel to the Agents, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request.

Execution of Agreement. The Subject AgentBAML’s obligations under obligation to execute and deliver this Agreement shall be subject to the satisfaction of the following conditions in connection with and on the date of the execution of this Agreement: (a) the Company shall have delivered to the Subject AgentBAML: (i) an officers’ certificate signed by two of its executive officers of the Company (one of whom shall be the Chief Financial Officer or other senior financial officer) and of the general partner of the Operating Partnership certifying as to the matters set forth in Exhibit B C hereto; (ii) an opinion and, if not covered in such opinion, a and negative assurance letter of Baker, Donelson, Bearman, ▇▇▇▇▇ Lord ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, PC▇ LLP, counsel for the Company, addressed to the Agents BAML and dated the date of this Agreement, in the form of Exhibit C E hereto; (iii) an opinion of ▇▇▇▇▇ Lord Bissell & Liddell LLP, counsel for the Company, addressed to BAML and dated the date of this Agreement, in the form of Exhibit F hereto; (Aiv) a “comfort” letter from of Ernst & Young LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to the Company and the Operating Partnership contained or incorporated by reference in the Registration Statement and the Prospectus, and (B) a “comfort” letter from Deloitte & Touche LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to Colonial and Colonial LP contained or incorporated by reference in the Registration Statement and the Prospectus; (iv) a certificate signed by its Chief Financial Officer, in the form of Exhibit D hereto, certifying as to historical and pro forma financial statements, if any, and certain other financial, numerical and statistical data, in each case not covered by the “comfort” letter referred to in Section 5(a)(iii) hereofrequest; (v) evidence reasonably satisfactory to the Subject Agent BAML and its counsel that the Shares have been approved for listing on the Exchange, subject only to notice of issuance on or before the date hereof; (vi) resolutions duly adopted by the Company’s board of directors, and certified by an officer of the Company, authorizing the Company’s execution of this Agreement and the consummation by the Company of the transactions contemplated hereby, including the issuance of the Shares; and (vii) such other documents as the Subject Agent BAML shall reasonably request. (b) the Operating Partnership shall have delivered to BAML: (i) an officers’ certificate signed by two officers of ACCHL certifying as to the matters set forth in Exhibit D hereto; and (bii) The Subject Agent resolutions duly adopted by ACCHL, and certified by an officer of ACCHL, authorizing ACCHL’s execution of this Agreement on behalf of itself and the Operating Partnership. (c) BAML shall have received a letter, which shall include legal opinions an opinion and negative assurance statements, letter of Sidley Austin LLPllp, counsel to the Agents, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request.

Execution of Agreement. The Subject Agent’s Agents’ obligations under this Agreement shall be subject to the satisfaction of the following conditions in connection with and on conditions: a. On or prior to the date of on which the execution of Company first delivers a Transaction Proposal pursuant to this Agreement: (a) , the Company shall have delivered to the Subject AgentAgents: (i) an officers’ certificate signed by two officers of the Company (one of whom shall be the Chief Financial Officer or other senior financial officer) and of the general partner of the Operating Partnership certifying as to the matters set forth in Exhibit B hereto; (ii) an opinion and, if not covered in such opinion, a and negative assurance letter statement of Baker, Donelson, Bearman, each of G▇▇▇▇▇▇ Procter LLP and Y▇▇▇▇ ▇▇▇▇▇ & Co., counsels to the Company, addressed to the Agents and dated the date of this Agreement in a form reasonably satisfactory to the Agents and their counsel; (iii) an opinion of E▇▇▇▇▇▇ & ▇▇▇F▇▇▇▇▇▇, PC, special counsel for the CompanyCompany with respect to intellectual property, addressed to the Agents and dated the date of this Agreement, in form and substance reasonably satisfactory to the form of Exhibit C heretoAgents and their counsel; (iii) (Aiv) a “comfort” comfort letter from Ernst B▇▇▇▇▇▇▇▇ Almagor Zohar & Young LLPCo., member of Deloitte Touche Tohmatsu Limited, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to the Company and the Operating Partnership contained or incorporated by reference in the Registration Statement and the Prospectus, and (B) a “comfort” letter from Deloitte & Touche LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to Colonial and Colonial LP contained or incorporated by reference in the Registration Statement and the Prospectus; (iv) a certificate signed by its Chief Financial Officer, in the form of Exhibit D hereto, certifying as to historical and pro forma financial statements, if any, and certain other financial, numerical and statistical data, in each case not covered by the “comfort” letter referred to in Section 5(a)(iii) hereofrequest; (v) evidence reasonably satisfactory to the Subject Agent Agents and its their counsel that the Shares have been approved for listing on the Exchange, subject only to notice of issuance on or before the date hereof; (vi) evidence reasonably satisfactory to the Agents and their counsel that the Registration Statement remains effective; (vii) resolutions duly adopted by the Company’s board of directorsBoard, and certified by an officer of the Company, authorizing the Company’s execution of this Agreement and the consummation by the Company of the transactions contemplated hereby, including the issuance and sale of the Shares; and (viiviii) such other documents as the Subject Agent Agents shall reasonably request; and. (b) The Subject Agent b. On or prior to the date on which the Company first delivers a Transaction Proposal pursuant to this Agreement, the Agents shall have received a letterletter or letters, which shall include legal opinions and negative assurance statements, of Sidley Austin LLPMintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., counsel to the Agents, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request.

Execution of Agreement. The Subject Each Agent’s obligations under this Agreement shall be subject to the satisfaction of the following conditions in connection with and on the date of the execution of this Agreement: (a) the Company Partnership shall have delivered to the Subject AgentAgents: (i) an officers’ certificate signed by two officers of the Company General Partner (one of whom shall be the Chief Financial Officer or other senior financial officer) and of the general partner of the Operating Partnership certifying as to the matters set forth in Exhibit B hereto; (ii) an opinion and, if not covered in such opinion, a negative assurance letter of Baker, Donelson, Bearman, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, PC▇ L.L.P., counsel for the CompanyPartnership, addressed to the Agents and dated the date of this Agreement, Agreement substantially in the form of attached hereto as Exhibit C heretoC; (iii) (A) a “comfort” letter from Ernst & Young LLPthe Partnership’s independent accountants (and any other independent accountants whose report is included or incorporated by reference in the Registration Statement or the Prospectus, pursuant to Rule 3-05 of Regulation S-X or otherwise), addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to the Company and the Operating Partnership contained or incorporated by reference in the Registration Statement and the Prospectus, and (B) a “comfort” letter from Deloitte & Touche LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to Colonial and Colonial LP contained or incorporated by reference in the Registration Statement and the Prospectusrequest; (iv) a certificate signed by its Chief Financial Officer, in the form of Exhibit D hereto, certifying as to historical and pro forma financial statements, if any, and certain other financial, numerical and statistical data, in each case not covered by the “comfort” letter referred to in Section 5(a)(iii) hereof; (v) evidence reasonably satisfactory to the Subject Agent Agents and its their counsel that the Shares Securities have been approved for listing on the Exchange, subject only to notice of issuance on or before the date hereof; (viv) resolutions duly adopted by the CompanyGeneral Partner’s board of directors, and certified by an officer of the CompanyGeneral Partner, authorizing the CompanyPartnership’s and the General Partner’s execution of this Agreement and the consummation by the Company Partnership of the transactions contemplated hereby, including the issuance and sale of the SharesSecurities; and (viivi) such other documents as the Subject Agent Agents shall reasonably request; and (b) The Subject Agent Agents shall have received a letterletter or letters, which shall include legal opinions and negative assurance statements, of Sidley Austin ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel to the Agents, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request.

Execution of Agreement. The Subject Agent’s obligations of the Agents under this Agreement shall be subject to the satisfaction of the following conditions in connection with and on the date of the execution of this Agreement: (a) the Company shall have delivered to the Subject Agent: (i) an officers’ certificate signed by two officers of the Company (one of whom shall be the Chief Financial Officer or other senior financial officer) and of the general partner of the Operating Partnership certifying as to the matters set forth in Exhibit B hereto; (ii) an opinion and, if not covered in such opinion, a negative assurance letter of Baker, Donelson, Bearman, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, PC▇ LLP, counsel for the Company, addressed to the Agents and dated the date of this Agreement, in the form of Exhibit C hereto; (iii) (A) a “comfort” letter from Ernst & Young LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to the Company and the Operating Partnership contained or incorporated by reference in the Registration Statement and the Prospectus, and (B) a “comforta“comfort” letter from Deloitte & Touche LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to Colonial and Colonial LP contained or incorporated by reference in the Registration Statement and the Prospectusrequest; (iv) a certificate signed by its Chief Financial Officeran opinion of each of (1) ▇▇▇ ▇▇▇▇▇▇ LLP, Connecticut regulatory counsel for the Company, in the form of Exhibit D D-1 hereto and (2) Nossaman LLP, California regulatory counsel for the company in the form of Exhibit D-2 hereto, certifying as both addressed to historical the Agents and pro forma financial statements, if any, and certain other financial, numerical and statistical data, in each case not covered by dated the “comfort” letter referred to in Section 5(a)(iii) hereofdate of this Agreement; (v) evidence reasonably satisfactory to the Subject Agent Agents and its their counsel that the Shares have been approved for listing on the Exchange, subject only to notice of issuance on or before the date hereof; (vi) resolutions duly adopted by the Company’s board of directors, and certified by an officer of the Company, authorizing the Company’s execution of this Agreement and the consummation by the Company of the transactions contemplated hereby, including the issuance and sale of the Shares; and (vii) such other documents as the Subject Agent Agents shall reasonably request; and. (b) The Subject Agent Agents shall have received a letterletter or letters, which shall include legal opinions and negative assurance statements, of Sidley Austin ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Agents, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request.

Execution of Agreement. The Subject Sales Agent’s obligations under obligation to execute and deliver this Agreement shall be subject to the satisfaction of the following conditions in connection with with, and on the date of of, the execution of this Agreement: (a) the Company shall have delivered to the Subject Sales Agent: (i) an officers’ certificate signed by two officers of the Company’s executive officers, on behalf of the Company (one of whom shall be the Chief Financial Officer or other senior financial officer) for itself and of the as general partner of the Operating Partnership Partnership), dated the date of this Agreement, certifying as to the matters set forth in Exhibit B C hereto; (ii) an opinion and, if not covered in such opinion, a and negative assurance letter of Baker, Donelson, Bearman, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, PCProcter LLP, counsel for to the Company, addressed to the Agents Sales Agent and dated the date of this Agreement, in the form of Exhibit C D hereto; (iii) an opinion of ▇▇▇▇▇▇▇ Procter LLP, tax counsel to the Company, addressed to the Sales Agent and dated the date of this Agreement, in the form of Exhibit E hereto; (Aiv) a “comfort” letter from Ernst & Young LLPof KPMG LLP (or any successor audit firm), addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to request; (v) an opinion of the financial statements and certain financial information general counsel of or relating to the Company and the Operating Partnership contained or incorporated by reference in the Registration Statement and the Prospectus, and (B) a “comfort” letter from Deloitte & Touche LLPCompany, addressed to the Agents Sales Agent and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to Colonial and Colonial LP contained or incorporated by reference in the Registration Statement and the Prospectusform of Exhibit F hereto; (ivvi) to the extent required pursuant to Section 2.(j)(i) above, a certificate of the chief financial officer of the Company; (vii) a certificate signed by its Chief Financial Officerthe Company’s corporate secretary, in annexing, among other documents, the form of Exhibit D hereto, certifying as to historical and pro forma financial statements, if any, and certain other financial, numerical and statistical data, in each case not covered by the “comfort” letter referred to in Section 5(a)(iii) hereof; (v) evidence reasonably satisfactory to the Subject Agent and its counsel that the Shares have been approved for listing on the Exchange, subject only to notice of issuance on or before the date hereof; (vi) resolutions duly adopted by the Company’s board of directors, and certified by an officer of the Company, authorizing the Company’s execution of this Agreement and the consummation by the Company of the transactions contemplated hereby, including the issuance and sale of the Shares; and (viiviii) such other documents as the Subject Sales Agent shall reasonably request; and (b) The Subject Sales Agent shall have received a letter, which shall include legal opinions an opinion and negative assurance statements, letter of Sidley Austin LLP▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P., counsel to the Agents, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request.

Execution of Agreement. The Subject AgentKCA’s obligations under obligation to execute this Agreement shall be subject to the satisfaction of the following conditions in connection with and on the intended date of the execution of this Agreement: (a) the Company shall have delivered to the Subject AgentKCA: (i) an officers’ certificate signed by two of its executive officers of the Company (one of whom shall be the Chief Financial Officer or other senior financial officer) and of the general partner of the Operating Partnership certifying as to the matters set forth in Exhibit B hereto; (ii) an opinion andof McAfee & ▇▇▇▇ A Professional Corporation, if not covered corporate counsel to the Company, addressed to KCA and dated as of the date of this Agreement, as to the matters set forth in Exhibit C hereto, with only such opinion, a negative assurance letter of Baker, Donelson, Bearman, departures from such form as ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, PC▇ LLP, counsel for KCA, shall have approved; (iii) a “comfort” letter of UHY LLP, dated the Company, date of this Agreement and addressed to KCA, in a form reasonably satisfactory to KCA and its counsel, as to matters set forth in Exhibit D hereto; (iv) letter from ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ & Associates, Inc., the Agents company’s resources engineers addressed to KCA and dated the date of this Agreement, in the form of Exhibit C hereto; (iii) (A) a “comfort” letter from Ernst & Young LLP, addressed as to the Agents and dated the date of this Agreementmatters set forth in Exhibit E, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to the Company and the Operating Partnership contained or incorporated by reference in the Registration Statement and the Prospectus, and (B) a “comfort” letter from Deloitte & Touche LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to Colonial and Colonial LP contained or incorporated by reference in the Registration Statement and the Prospectus; (iv) a certificate signed by its Chief Financial Officer, in the form of Exhibit D hereto, certifying as to historical and pro forma financial statements, if any, and certain other financial, numerical and statistical data, in each case not covered by the “comfort” letter referred to in Section 5(a)(iii) hereof; (v) evidence reasonably satisfactory to KCA and its counsel that the Subject Agent Registration Statement remains effective; (vi) evidence reasonably satisfactory to KCA and its counsel that the Shares have been approved submitted for approval for listing on the Exchange, subject only to notice of issuance on at or before the date hereoftime of purchase on the relevant Purchase Date; (vivii) resolutions duly adopted by the Company’s board of directors, and certified by an officer of the Company, authorizing the Registration Statement, Company’s execution of this Agreement and the consummation by the Company of the transactions contemplated hereby, including the issuance of the SharesShares and such other matters as are customary for the transactions contemplated hereby; and (viiviii) such other documents as the Subject Agent KCA shall reasonably request; and (b) The Subject Agent KCA shall have received from ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP (i) a letterfavorable opinion, which shall include legal opinions and negative assurance statements, of Sidley Austin LLP, counsel as to the Agentsmatters set forth in Exhibit F hereto, addressed and (ii) a letter with respect to Rule 10b-5 of the Exchange Act, as to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably requestset forth in Exhibit G hereto.

Execution of Agreement. The Subject Agent’s obligations of the Agents, the Forward Sellers and the Forward Purchasers under this Agreement shall be subject to the satisfaction of the following conditions in connection with and on the date of the execution of this Agreement: (a) the Company EQR and ERP shall have delivered to the Subject AgentAgents, the Forward Sellers and the Forward Purchasers: (i) an officers’ certificate signed by two officers of the Company EQR (one of whom shall be the Chief Financial Officer or other senior financial officer) and of the general partner of the Operating Partnership ERP certifying as to the matters set forth in Exhibit B hereto;C hereto; (ii) an opinion andand negative assurance statement of DLA Piper LLP (US), if not covered counsel for the Transaction Entities, an opinion of DLA Piper LLP (US) regarding certain tax matters, and an opinion of the General Counsel of EQR, in the forms set forth in Exhibit D-1, Exhibit D-2 and Exhibit D-3, respectively, hereto; provided that, in giving the opinions required by this Section 5(a)(ii), such counsel may rely (A) as to all matters of fact, upon certificates and written statements of officers and employees of and accountants for EQR and ERP, and (B) as to the qualification and good standing of each of EQR, ERP or any of their subsidiaries to do business in any state or jurisdiction, upon certificates of appropriate government officials or opinions of counsel in such opinion, jurisdictions; (iii) a negative assurance “comfort” letter of Baker, Donelson, Bearman, ▇▇▇from ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, PC, counsel for the Company, addressed to the Agents and dated the date of this Agreement, in the form of Exhibit C hereto; (iii) (A) a “comfort” letter from Ernst & Young ▇ LLP, addressed to the Agents Agents, the Forward Sellers and the Forward Purchasers and dated the date of this Agreement, addressing such matters as the Agents Agents, the Forward Sellers and the Forward Purchasers may reasonably request with respect to the financial statements and certain financial information of or relating to the Company and the Operating Partnership contained or incorporated by reference in the Registration Statement and the Prospectus, and (B) a “comfort” letter from Deloitte & Touche LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to Colonial and Colonial LP contained or incorporated by reference in the Registration Statement and the Prospectus;request; (iv) a certificate signed by its EQR’s Chief Financial Officer, in the form of Exhibit D hereto, certifying as to historical and pro forma financial statements, if any, and certain other financial, numerical and statistical data, in each case data not covered by the “comfort” letter referred to in Section 5(a)(iii) hereof;hereof in a form reasonably acceptable to the Agents, the Forward Sellers and the Forward Purchasers; (v) evidence reasonably satisfactory to the Subject Agent Agents, the Forward Sellers and its the Forward Purchasers and their counsel that the Shares Securities have been approved for listing on the Exchange, subject only to notice of issuance on or before the date hereof;hereof; (vi) resolutions duly adopted by the CompanyEQR’s board of directorstrustees or a duly authorized committee thereof, and certified by an officer of the CompanyEQR, authorizing the Company’s execution of this Agreement and the Master Forward Confirmation by EQR and ERP and the consummation by the Company EQR and ERP of the transactions contemplated herebyhereby and thereby, including the issuance and sale of the Shares; Securities; and (vii) such other documents as the Subject Agent Agents, the Forward Sellers and the Forward Purchasers shall reasonably request; and. (b) The Subject Agent Agents, the Forward Sellers and the Forward Purchasers shall have received a letterletter or letters, which shall include legal opinions and negative assurance statements, of Sidley Austin Proskauer Rose LLP, counsel to the Agents, the Forward Sellers and the Forward Purchasers, addressed to the Agents Agents, the Forward Sellers and the Forward Purchasers and dated the date of this Agreement, addressing such matters as the Agents Agents, the Forward Sellers and the Forward Purchasers may reasonably request.

Execution of Agreement. The Subject Agent[Bank]’s obligations under obligation to execute this Agreement shall be subject to the satisfaction of the following conditions in connection with and on the intended date of the execution of this Agreement: (a) the Company shall have delivered to the Subject Agent[Bank]: (i) an officers’ certificate signed by two of its executive officers of the Company (one of whom shall be the Chief Financial Officer or other senior financial officer) and of the general partner of the Operating Partnership certifying as to the matters set forth in Exhibit B hereto; (ii) an opinion and, if not covered in such opinion, a negative assurance letter of Baker, Donelson, Bearman, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, PC▇ LLP, counsel for the Company, and general counsel of the Company, each addressed to the Agents [Bank] and dated the date of this Agreement, as to the matters set forth in the form of Exhibit C hereto[, with only such departures from such form as _______________, counsel for [Bank], shall have approved]; (iii) (A) a “comfort” letter from Ernst & Young of BDO ▇▇▇▇▇▇▇, LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements Agreement and certain financial information of or relating to the Company and the Operating Partnership contained or incorporated by reference in the Registration Statement and the Prospectus, and (B) a “comfort” letter from Deloitte & Touche LLP, addressed to the Agents [Bank], in a form reasonably satisfactory to [Bank] and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to Colonial and Colonial LP contained or incorporated by reference in the Registration Statement and the Prospectusits counsel; (iv) a certificate signed by evidence reasonably satisfactory to [Bank] and its Chief Financial Officer, in counsel that the form of Exhibit D hereto, certifying as to historical and pro forma financial statements, if any, and certain other financial, numerical and statistical data, in each case not covered by the “comfort” letter referred to in Section 5(a)(iii) hereofRegistration Statement has become effective; (v) evidence reasonably satisfactory to the Subject Agent [Bank] and its counsel that the Shares have been approved for listing on the Exchange, subject only to notice of issuance on at or before the date hereoftime of purchase on the relevant Purchase Date; (vi) resolutions duly adopted by the Company’s board of directors, and certified by an officer of the Company, authorizing the Registration Statement, Company’s execution of this Agreement and the consummation by the Company of the transactions contemplated hereby, including the issuance of the SharesShares and such other matters as are customary for the transactions contemplated hereby; and (vii) such other documents as the Subject Agent [Bank] shall reasonably request; and (b) The Subject Agent [Bank] shall have received a letterthe favorable opinion of _______________, which shall include legal opinions and negative assurance statements, of Sidley Austin LLP, counsel as to the Agents, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably requestset forth in Exhibit D hereto.

Execution of Agreement. The Subject Each Agent’s obligations under this Agreement shall be subject to the satisfaction of the following conditions in connection with and on the date of the execution of this Agreement: (a) the Company shall have delivered to the Subject AgentAgents: (i) an officers’ certificate signed by two officers of the Company (one of whom shall be the Chief Financial Officer or other senior financial officer) and of the general partner of the Operating Partnership certifying as to the matters set forth in Exhibit B hereto; (ii) an opinion and, if not covered in such opinion, a negative assurance letter of Baker, Donelson, Bearman, H▇▇▇▇▇ A▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇ LLP, PC, special counsel for the Company, addressed to the Agents Agent and dated the date of this Agreement, in the form of Exhibit C C-1, hereto; (iii) an opinion of H▇▇▇▇▇ A▇▇▇▇▇▇ ▇▇▇▇▇ LLP, tax counsel for the Company, addressed to the Agent and dated the date of this Agreement, in the form of Exhibit C-2, hereto; (Aiv) an opinion of V▇▇▇▇▇▇ LLP, special Maryland counsel for the Company addressed to the Agent and dated the date of this Agreement, in the form of Exhibit C-3, hereto; (v) an opinion of the General Counsel of the Company, addressed to the Agent and dated the date of this Agreement, in the form of Exhibit C-4, hereto; (vi) a “comfort” letter from Ernst & Young KPMG LLP, addressed to the Agents Agent and dated the date of this Agreement, addressing such matters as the Agents Agent may reasonably request with respect to the financial statements and certain financial information of or relating to the Company and the Operating Partnership contained or incorporated by reference in the Registration Statement and the Prospectus, and (B) a “comfort” letter from Deloitte & Touche LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to Colonial and Colonial LP contained or incorporated by reference in the Registration Statement and the Prospectusrequest; (ivvii) if requested, a certificate signed by its the Company’s Chief Financial Officer, in the form of Exhibit D hereto, certifying as to historical and pro forma financial statements, if any, and certain other financial, numerical and statistical data, in each case data not covered by the “comfort” letter referred to in Section 5(a)(iii5(a)(vi) hereof; (vviii) evidence reasonably satisfactory to the Subject Agent and its counsel that the Shares have been approved Company has submitted to the Exchange the application for additional listing on of the Exchange, subject only to notice of issuance on or before the date hereofShares; (viix) resolutions duly adopted by the Company’s board of directors, and certified by an officer of the Company, authorizing the Company’s execution of this Agreement and the consummation by the Company of the transactions contemplated hereby, including the issuance and sale of the Shares; and (viix) such other documents as the Subject Agent shall reasonably request; and (b) The Subject Agent Agents shall have received a letterletter or letters, which shall include legal opinions and negative assurance statements, of Sidley Austin S▇▇▇▇▇▇, Arps, Slate, M▇▇▇▇▇▇ & F▇▇▇ LLP, counsel to the Agents, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request.

Execution of Agreement. The Subject Agent’s Agents’ obligations under this Agreement shall be subject to the satisfaction of the following conditions in connection with and on the date of the execution of this Agreement: (a) the Company shall have delivered to the Subject AgentAgents party hereto: (i) an officers’ certificate signed by two officers of the Company (one of whom shall be the Chief Financial Officer or other senior financial officer) and of the general partner of the Operating Partnership certifying as to the matters set forth in Exhibit B C hereto; (ii) an opinion and, if not covered in such opinion, a negative assurance letter of Baker, Donelson, Bearman, S▇▇▇▇▇▇, Arps, Slate, M▇▇▇▇▇▇ & F▇▇▇▇▇▇▇▇▇▇ (UK) LLP, PCUnited States, counsel for the Company, and an opinion of Skadden, Arps, Slate, M▇▇▇▇▇▇ & F▇▇▇ (UK) LLP, English counsel for the Company, each in form and substance reasonably satisfactory to counsel to the Agents party hereto, each addressed to the Agents party hereto and dated the date of this Agreement, in the form of Exhibit C hereto; (iii) (A) a “comfort” letter from Ernst E▇▇▇▇ & Young LLPY▇▇▇▇, ▇.▇. addressed to the Agents party hereto and dated the date of this Agreement, addressing such matters as the Agents party hereto may reasonably request with respect to the financial statements and certain financial information of or relating to the Company and the Operating Partnership contained or incorporated by reference in the Registration Statement and the Prospectus, and (B) a “comfort” letter from Deloitte & Touche LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to Colonial and Colonial LP contained or incorporated by reference in the Registration Statement and the Prospectusrequest; (iv) a certificate signed by its the Company’s Chief Financial Officer, in the form of Exhibit D hereto, certifying as to historical and pro forma financial statements, if any, and certain other financial, numerical and statistical data, in each case data not covered by the “comfort” letter referred to in Section 5(a)(iii) hereof; (v) evidence reasonably satisfactory to the Subject Agent Agents party hereto and its their counsel that the Shares have been approved approved, or will be approved, for listing on the Exchange, subject only to notice of issuance on or before the date hereof; (vi) resolutions duly adopted by (i) a copy of the Company’s minutes of a meeting of the board of directors, and certified by an officer directors of the Company, Company or a duly authorized committee thereof approving and authorizing the Company’s execution of this Agreement and the consummation by the Company of the transactions contemplated hereby, hereby including the issuance and sale of the Shares; (ii) evidence in the form of shareholder resolutions that the directors of the Company have the authorities required pursuant to sections 551 of CA 2006 to allot the Shares; and (iii) a copy of the articles of association (and any resolutions or agreements amending the same) of the Company and certificate of incorporation, each as in force and effect as at the date of this Agreement; and (vii) such other documents as the Subject Agent Agents party hereto shall reasonably request; and (b) The Subject Agent Agents party hereto shall have received a letterletter or letters, which shall include the UK legal opinions opinion, US legal opinion and negative assurance statementsstatement, of Sidley Austin L▇▇▇▇▇ & W▇▇▇▇▇▇ (London) LLP, United States and English counsel to the AgentsAgents party hereto, addressed to the Agents party hereto and dated the date of this Agreement, addressing such matters as the Agents party hereto may reasonably request.

Execution of Agreement. The obligations of the Subject Agent’s obligations , the Forward Seller and the Forward Purchaser under this Agreement shall be subject to the satisfaction of the following conditions in connection with and on the date of the execution of this Agreement: (a) the Company shall have delivered to the Subject Agent, the Forward Seller and the Forward Purchaser: (i) an officers’ certificate signed by two officers opinion of the Company (one of whom shall be the Chief Financial Officer or other senior financial officer) and of the general partner of the Operating Partnership certifying as to the matters set forth in Exhibit B hereto; (ii) an opinion and, if not covered in such opinion, a negative assurance letter of Baker, Donelson, Bearman, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, PCLovells US LLP, counsel for the Company, addressed to the Agents and dated the date of this Agreement, in the form of Exhibit C hereto; (iii) (Aii) a “comfort” letter from Ernst Deloitte & Young Touche LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents Subject Agent, the Forward Seller or the Forward Purchase may reasonably request with respect to the financial statements and certain financial information of or relating to the Company and the Operating Partnership contained or incorporated by reference in the Registration Statement Statement, the Prospectus and the Prospectus, and (B) a “comfort” letter from Deloitte & Touche LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to Colonial and Colonial LP contained or incorporated by reference in the Registration Statement and the ProspectusGeneral Disclosure Package; (iviii) a certificate signed by its Chief Financial Officer, dated the date of this Agreement, in the form of Exhibit D hereto, certifying as to historical and pro forma financial statements, if any, and certain other financial, numerical and statistical data, in each case not covered by the “comfort” letter referred to in Section 5(a)(iii5(a)(ii) hereof; (viv) evidence reasonably satisfactory to the Subject Agent Agent, the Forward Seller and its counsel the Forward Purchaser, and their respective counsel, that the Shares and any Forward Settlement Shares have been approved for listing on the Exchange, subject only to notice of issuance on or before the date hereof; (viv) resolutions duly adopted by the Company’s board of directorsdirectors and/or a duly authorized committee thereof, and certified by an officer the Secretary of the Company, authorizing the Company’s execution of this Agreement and the consummation by the Company of the transactions contemplated hereby, including the issuance of the Shares and the Forward Settlement Shares; and (viivi) such other documents as the Subject Agent Agent, the Forward Seller or the Forward Purchaser shall reasonably request; and (b) The the Subject Agent Agent, the Forward Seller and the Forward Purchaser shall have received a letter, which shall include the legal opinions opinion and negative assurance statementsletter of Skadden, of Sidley Austin Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, counsel to the AgentsSubject Agent, the Forward Seller and the Forward Purchaser addressed to the Agents Subject Agent, the Forward Seller and the Forward Purchaser and dated the date of this Agreement, addressing such matters as the Agents Subject Agent, the Forward Seller or the Forward Purchaser may reasonably request.

Execution of Agreement. The Subject Each Agent’s obligations under this Agreement shall be subject to the satisfaction of the following conditions in connection with and on the date of the execution of this Agreement: (a) the Company shall have delivered to the Subject AgentAgents: (i) an officers’ certificate signed by two officers of the Company (one of whom shall be the Chief Financial Officer or other senior financial officer) and of the general partner of the Operating Partnership certifying as to the matters set forth in Exhibit B hereto; (ii) an opinion and, if not covered in such opinion, a negative assurance letter of Baker, Donelson, Bearman, ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, PC▇ LLP, counsel for the Company, addressed to the Agents and dated the date of this Agreement, in the form of Exhibit C hereto; (iii) (A) a “comfort” letter from Ernst & Young LLP, independent registered public accounting firm for the Company, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to the Company and the Operating Partnership contained or incorporated by reference in the Registration Statement and the Prospectus, and request; (Biv) a “comfort” letter from Deloitte & Touche LLP, independent registered public accounting firm with regards to certain financial statements of UCP, Inc. and its subsidiaries, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to Colonial and Colonial LP contained or incorporated by reference in the Registration Statement and the Prospectusrequest; (ivv) a certificate signed by its the Company’s Chief Financial Officer, in the form of Exhibit D hereto, certifying as to historical and pro forma financial statements, if any, and certain other financial, numerical and statistical data, in each case data not covered by the “comfort” letter letters referred to in Section 5(a)(iii) or Section 5(a)(iv) hereof; (vvi) evidence reasonably satisfactory to the Subject Agent Agents and its their counsel that the Shares have been approved for listing on the Exchange, subject only to notice of issuance on or before the date hereof; (vivii) resolutions duly adopted by the Company’s board of directors, and certified by an officer of the Company, authorizing the Company’s execution of this Agreement and the consummation by the Company of the transactions contemplated hereby, including the issuance and sale of the Shares; and (viiviii) such other documents as the Subject Agent Agents shall reasonably request; and (b) The Subject Agent the Agents shall have received a letterletter or letters, which shall include legal opinions and negative assurance statements, of Sidley Austin ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the Agents, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request.

Execution of Agreement. The Subject AgentJPMS’s obligations under obligation to execute and deliver this Agreement shall be subject to the satisfaction of the following conditions in connection with with, and on the date of the execution of of, this Agreement: (a) the Company shall have delivered to the Subject AgentJPMS: (i) an officers’ officer’s certificate signed by two officers one of the Company (one Company’s executive officers, dated the date of whom shall be the Chief Financial Officer or other senior financial officer) and of the general partner of the Operating Partnership this Agreement, certifying as to the matters set forth in Exhibit B C hereto; (ii) an opinion and, if not covered in such opinion, a negative assurance letter of Baker, Donelson, Bearman▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, PCP.A., North Carolina counsel for to the Company, addressed to the Agents JPMS and dated the date of this Agreement, in the form of Exhibit C D hereto; (iii) an opinion and negative assurance letter of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, special counsel to the Company, addressed to JPMS and dated the date of this Agreement, in the form of Exhibit E hereto; (Aiv) a “comfort” letter from of Ernst & Young LLP, addressed to the Agents JPMS and dated the date of this Agreement, addressing such matters as the Agents JPMS may reasonably request with respect to the financial statements and certain financial information of or relating to the Company and the Operating Partnership contained or incorporated by reference in the Registration Statement and the Prospectus, and (B) a “comfort” letter from Deloitte & Touche LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to Colonial and Colonial LP contained or incorporated by reference in the Registration Statement and the Prospectus; (iv) a certificate signed by its Chief Financial Officer, in the form of Exhibit D hereto, certifying as to historical and pro forma financial statements, if any, and certain other financial, numerical and statistical data, in each case not covered by the “comfort” letter referred to in Section 5(a)(iii) hereofrequest; (v) evidence reasonably satisfactory to the Subject Agent and its counsel that the Shares have been approved for listing on the ExchangeNYSE, subject only to notice of issuance on or before the date hereof; (vi) a certificated signed by the Company’s corporate secretary, annexing, among other documents, the resolutions duly adopted by the Company’s board of directors, and certified by an officer of the Company, directors authorizing the Company’s execution of this Agreement and the consummation by the Company of the transactions contemplated hereby, including the issuance and sale of the Shares; and (vii) such other documents as the Subject Agent JPMS shall reasonably request; and (b) The Subject Agent JPMS shall have received a letter, which shall include legal opinions an opinion and negative assurance statements, letter of Sidley Austin ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel to the AgentsJPMS, addressed to the Agents JPMS and dated the date of this Agreement, addressing such matters as the Agents JPMS may reasonably request.

Execution of Agreement. The Subject Each Agent’s, Forward Purchaser’s and Forward Seller’s obligations under this Agreement shall be subject to the satisfaction of the following conditions in connection with and on the date of the execution of this Agreement: (a) the Company shall have delivered to the Subject Agent, the Forward Purchaser and the Forward Seller: (i) an officers’ certificate signed by two officers of the Company (one of whom shall be the Chief Financial Officer or other senior financial officer) and of the general partner of the Operating Partnership certifying as to the matters set forth in Exhibit B hereto; (ii) an opinion and, if not covered in such opinion, and a negative assurance letter of Baker, Donelson, Bearman, ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, PCDLA Piper LLP (US), counsel for the Company, and opinion of the General Counsel of the Company, each addressed to the Agents Agents, the Forward Purchasers and the Forward Sellers and dated the date of this Agreement, in the form of Exhibit C C-1 and Exhibit C-2, respectively, hereto; (iii) (A) a “comfort” letter from Ernst & Young PricewaterhouseCoopers LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to the Company and the Operating Partnership contained or incorporated by reference in the Registration Statement and the Prospectus, and (B) a “comfort” letter from Deloitte & Touche LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to Colonial and Colonial LP contained or incorporated by reference in the Registration Statement and the Prospectusrequest; (iv) a certificate signed by its the Company’s Chief Financial Officer, in the form of Exhibit D hereto, certifying as to historical and pro forma financial statements, if any, and certain other financial, numerical and statistical data, in each case data not covered by the “comfort” letter referred to in Section 5(a)(iii) hereof; (v) evidence reasonably satisfactory to the Subject Agent Agents, the Forward Purchasers and its the Forward Sellers and their counsel that the Shares have been approved for listing on the Exchange, subject only to notice of issuance on or before the date hereof; (vi) resolutions duly adopted by the Company’s board of directors, and certified by an officer of the Company, authorizing the Company’s execution of this Agreement and the consummation by the Company of the transactions contemplated hereby, including the issuance and sale of the Shares; and (vii) such other documents as the Subject Agent Agent, the Forward Purchaser and the Forward Seller shall reasonably request; and (b) The Subject Agent Agent, Forward Purchaser and Forward Seller shall have received a letterletter or letters, which shall include legal opinions and negative assurance statements, of Sidley Austin Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, counsel to the Agents, Forward Purchasers and Forward Sellers addressed to the Agents Agent, Forward Purchasers and Forward Sellers and dated the date of this Agreement, addressing such matters as the Agents Agent may reasonably request.