Common use of Over Allotment Option Clause in Contracts

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and any Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Representatives shall have received: (1) A certificate, dated such Date of Delivery, of the Chairman or President and Chief Executive Officer of the Company, of the Vice President and Controller, Chief Financial Officer and Treasurer or Chief Accounting Officer of the Company or of any other authorized representative of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(d) hereof remains true and correct as of such Date of Delivery. (2) The opinion of each of Sidley Austin LLP, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Counsel of the Company, and Holland & Knight LLP, each counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions required by Section 5(b) hereof. (3) The favorable opinion of ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(c) hereof. (4) Letters from PricewaterhouseCoopers LLP and Ernst & Young LLP, in form and substance satisfactory to the Representatives and dated such Date of Delivery, substantially in the same form and substance as the respective letters furnished to the Representatives pursuant to Section 5(f) hereof, except that the “specified date” on the letters furnished pursuant to this paragraph shall be a date not more than five business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company’s other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company’s other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and any the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Representatives Representative shall have received: (1) A certificate, dated such Date of Delivery, of the Chairman Chairman, the President or President and Chief Executive Officer of the Company, of the any Vice President and Controller, Chief Financial Officer and Treasurer or Chief Accounting Officer of the Company or of any other authorized representative of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(d) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinion of each any of Sidley Austin LLPJames T. Foran, Esquire, R. Edwin Selover, Esquire, or David P. ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. e, counsel for the ▇▇▇▇▇▇▇, General Counsel of the Company, and Holland & Knight LLP, each counsel for the Company, in form and substance ▇▇▇ ▇▇▇▇▇▇▇▇▇ satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions opinion required by Section 5(b) hereof. (3) The favorable opinion of ▇▇▇▇▇ ▇▇▇▇▇ Sidley Austin LLP, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(c) hereof. (4) Letters A letter from PricewaterhouseCoopers LLP and Ernst Deloitte & Young Touche LLP, in form and substance satisfactory to the Representatives Representative and dated such Date of Delivery, substantially in the same form and substance as the respective letters letter furnished to the Representatives Representative pursuant to Section 5(f) hereof, except that the “"specified date” on " in the letters letter furnished pursuant to this paragraph shall be a date not more than five three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company’s 's other securities by any such nationally recognized statistical rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company’s 's other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and any the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Representatives Underwriters shall have received: (1) A certificate, dated such Date of Delivery, of the Chairman or President and Chief Executive Officer Officer, President or Executive Vice President of the Company, of Company and the Vice President and Controller, Chief Financial Officer and Treasurer or Chief Accounting Officer of the Company or of any other authorized representative of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(d5(e) hereof remains true and correct as of such Date of Delivery. (2) The opinion favorable opinions of each Ronald E. Christian, General Counsel of Sidley Austin LLP, ▇the Company and ▇▇▇▇▇▇ ▇. & ▇▇▇▇▇▇▇▇g, General Counsel of the Company, and Holland & Knight LLP, each counsel for the Company, each in form and substance satisfactory ▇▇▇ ▇ubsta▇▇▇ ▇▇▇▇sfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions required by Section Sections 5(b) and 5(c) hereof. (3) The favorable opinion of ▇▇▇▇▇ ▇▇▇▇▇ Sidley Austin Brown & Wood LLP, counsel for the Underwriters, dated such Date of Delivery▇▇▇▇ ▇▇▇▇ ▇▇ De▇▇▇▇ry, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(c5(d) hereof. (4) Letters A letter from PricewaterhouseCoopers LLP and Ernst & Young Arthur Andersen LLP, in form and substance satisfactory to the Representatives t▇▇ ▇▇d▇▇▇▇▇▇▇▇s and dated such Date of Delivery, substantially in the same form and substance as the respective letters letter furnished to the Representatives Underwriters pursuant to Section 5(f) hereof, except that the “"specified date” " on the letters letter furnished pursuant to this paragraph shall be a date not more than five three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company’s 's other securities by any such nationally recognized statistical rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company’s 's other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and any Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Representatives shall have received: (1) A certificate, dated such Date of Delivery, of the Chairman or (i) President and Chief Executive Officer of Officer, (ii) the Company, of the Executive Vice President and Controller, Chief Financial Officer Officer, (iii) Vice President and Treasurer or (iv) Vice President–Controller and Chief Accounting Officer of the Company or of any other authorized representative of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(d) hereof remains true and correct as of such Date of Delivery. (2) The opinion of each of Sidley Austin LLP, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Counsel of the CompanyCompany and United States Cellular Corporation, and Holland & Knight LLP and ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, each counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions required by Section 5(b) hereof. (3) The favorable opinion of ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(c) hereof. (4) Letters A letter from PricewaterhouseCoopers LLP and Ernst & Young LLP, in form and substance satisfactory to the Representatives and dated such Date of Delivery, substantially in the same form and substance as the respective letters letter furnished to the Representatives pursuant to Section 5(f) hereof, except that the “specified date” on the letters letter furnished pursuant to this paragraph shall be a date not more than five business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company’s other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company’s other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and any the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Representatives ▇▇▇▇▇▇▇ ▇▇▇▇▇ shall have received: (1) A certificate, dated such Date of Delivery, of the Chairman or President and Chief Executive Officer of the Company, of the or a Vice President and Controller, Chief Financial Officer and Treasurer or Chief Accounting Officer of the Company or of any other authorized representative and of the Company, chief financial or chief accounting officer of the Company on behalf of the Company and on behalf of the Company in its capacity as general partner of the Operating Partnership confirming that the certificate delivered at the Closing Time pursuant to Section 5(d5(f) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinion of each of Sidley Austin LLP, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Counsel of the Company, and Holland Procter & Knight ▇▇▇▇ LLP, each counsel for the CompanyCompany and the Operating Partnership, in form and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Sections 5(b) and 5(e) hereof. (3) The favorable opinion of Goulston & Storrs, P.C., special counsel for the Company and the Operating Partnership in form and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect extent as the opinions opinion required by Section 5(bSections 5(c) and 5(e) hereof. (34) The favorable opinion of ▇▇▇▇▇ ▇& ▇▇▇▇ LLP, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section 5(cSections 5(d) and 5(e) hereof. (45) Letters A letter from PricewaterhouseCoopers LLP and Ernst Coopers & Young LLP▇▇▇▇▇▇▇ L.L.P., in form and substance satisfactory to the Representatives ▇▇▇▇▇▇▇ ▇▇▇▇▇ and dated such Date of Delivery, substantially in the same form in scope and substance as the respective letters letter furnished to the Representatives ▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant to Section 5(f5(g) hereof, except that the “"specified date” on " in the letters letter furnished pursuant to this paragraph Section 5(n) (5) shall be a date not more than five business three days prior to such Date of Delivery. (56) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company’s 's or Operating Partnership's other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company’s 's or the Operating Partnership's other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and any Underwriters exercise their Underwriter exercises its option to purchase all or any portion of the Option Underwritten SecuritiesAdditional Shares, the representations and warranties of the Company and the Operating Partnership contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries the Operating Partnership hereunder shall be true and correct as of each Date of Deliverythe Additional Closing Date, and, at the relevant Date of DeliveryAdditional Closing Date, the Representatives Underwriter shall have received: (1i) A certificate, dated such Date of Deliverythe Additional Closing Date, of the Chairman President or President and Chief Executive Officer of the Company, of the a Vice President and Controller, Chief Financial Officer and Treasurer or Chief Accounting Officer of the Company or of any other authorized representative for itself and as general partner of the Company, Operating Partnership and the chief financial officer or chief accounting officer of the Company for itself and as general partner of the Operating Partnership confirming that the certificate delivered at on the Closing Time Date pursuant to Section 5(d6(d) hereof remains true and correct as of such Date of Deliverythe Additional Closing Date. (2) The opinion of each of Sidley Austin LLP, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Counsel of the Company, and Holland & Knight LLP, each counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions required by Section 5(b) hereof. (3ii) The favorable opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLPL.L.P., counsel for the UnderwritersCompany, the Operating Partnership and the subsidiaries, in form and substance reasonably satisfactory to counsel for the Underwriter, dated such Date of Deliverythe Additional Closing Date, relating to the Option Underwritten Securities Additional Shares and otherwise to the same effect as the opinion required by Section 5(c6(b) hereof. (4iii) Letters The favorable opinion of ▇▇▇▇▇▇▇▇ Chance ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel for the Underwriter, dated the Additional Closing Date, relating to the Additional Shares and otherwise to the same effect as the opinion required by Section 6(c) hereof. (iv) A letter from PricewaterhouseCoopers LLP and Ernst & Young LLPthe accountants who certified the financial statements included in or incorporated by reference into the Registration Statements of the Prospectus, in form and substance reasonably satisfactory to the Representatives Underwriter and dated such Date of Deliverythe Additional Closing Date, substantially in the same form and substance as the respective letters letter furnished to the Representatives Underwriter pursuant to Section 5(f6(f) hereof, except that the “"specified date” " on the letters letter furnished pursuant to this paragraph shall be a date not more than five three business days prior to such Date of Deliverythe Additional Closing Date. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company’s other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company’s other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and any the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Representatives Delivery ▇▇▇▇▇▇▇ ▇▇▇▇▇ shall have received: (1) A certificate, dated such Date of Delivery, of the Chairman President or President and Chief Executive Officer of the Company, of the a Vice President and Controller, Chief Financial Officer and Treasurer or Chief Accounting Officer of the Company and the chief financial officer or of any other authorized representative chief accounting officer of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(d) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinion of each of Sidley Austin LLP, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ and/or ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Counsel of the Company, and Holland & Knight LLP, each counsel for the Company and/or general counsel of the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions opinion required by Section 5(b) hereof. (3) The favorable opinion of ▇▇▇▇▇ ▇& ▇▇▇▇ LLPllp, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(c) hereof. (4) Letters A letter from PricewaterhouseCoopers LLP and Ernst & Young LLP, in form and substance satisfactory to the Representatives ▇▇▇▇▇▇▇ ▇▇▇▇▇ and dated such Date of Delivery, substantially in the same form and substance as the respective letters letter furnished to the Representatives ▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant to Section 5(f) hereof, except that the “"specified date” " on the letters letter furnished pursuant to this paragraph shall be a date not more than five three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company’s 's other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company’s 's other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and any Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Representatives shall have received: (1) A certificate, dated such Date of Delivery, of the Chairman or President and Chief Executive Officer of the Company, of the Executive Vice President and Controller– Finance, Chief Financial Officer and Treasurer or Chief Accounting Officer of the Company or and of any other authorized representative of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(d) hereof remains true and correct as of such Date of Delivery. (2) The opinion of each of Sidley Austin LLP, ▇S▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Counsel of the Company, and Holland & Knight LLP, each counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions required by Section 5(b) hereof. (3) The favorable opinion of ▇M▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(c) hereof. (4) Letters from PricewaterhouseCoopers LLP and Ernst & Young LLP, in form and substance satisfactory to the Representatives and dated such Date of Delivery, substantially in the same form and substance as the respective letters furnished to the Representatives pursuant to Section 5(f) hereof, except that the “specified date” on the letters furnished pursuant to this paragraph shall be a date not more than five business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company’s other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company’s other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and any the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Representatives Underwriters shall have received: (1) A certificate, dated such Date of Delivery, of the Chairman or President and Chief Executive Officer Officer, President or Executive Vice President of the Company, of Company and the Vice President and Controller, Chief Financial Officer and Treasurer or Chief Accounting Officer of the Company or of any other authorized representative of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(d5(e) hereof remains true and correct as of such Date of Delivery. (2) The opinion favorable opinions of each of Sidley Austin LLPRonald E. Christian, General ▇▇▇▇▇▇▇ ▇. of the Company and Barnes & Thornburg, counse▇ ▇▇▇▇▇▇▇, General Counsel of ▇ the Company, and Holland & Knight LLP, each counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions required by Section Sections 5(b) and 5(c) hereof. (3) The favorable opinion of Sidley Austin Brown & Wood LLP, ▇▇▇▇▇▇l f▇▇ ▇▇▇▇▇ LLP, counsel for the he Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(c5(d) hereof. (4) Letters A letter from PricewaterhouseCoopers LLP and Ernst & Young Arthur Andersen LLP, in form and substance ▇▇▇ ▇▇b▇▇▇▇▇▇ satisfactory to the Representatives Underwriters and dated such Date of Delivery, substantially in the same form and substance as the respective letters letter furnished to the Representatives Underwriters pursuant to Section 5(f) hereof, except that the “"specified date” " on the letters letter furnished pursuant to this paragraph shall be a date not more than five three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company’s 's other securities by any such nationally recognized statistical rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company’s 's other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company PSEG in the applicable Terms Agreement and any the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company PSEG contained herein and the statements in any certificates furnished by the Company PSEG or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Representatives NAME shall have received: (1) A certificate, dated such Date of Delivery, of the Chairman Chairman, the President or President and Chief Executive Officer of the Company, of the any Vice President and Controller, Chief Financial Officer and Treasurer or Chief Accounting Officer of the Company or of any other authorized representative of the CompanyPSEG, confirming that the certificate delivered at the Closing Time pursuant to Section 5(d) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinion of each of Sidley Austin LLP, ▇▇either ▇▇▇▇▇ ▇. ▇▇▇▇▇, Esquire, Associate General Counsel or R. ▇▇▇▇▇ ▇▇▇▇▇▇▇, Esquire, Vice President and General Counsel of the Company, and Holland & Knight LLPfor PSEG, each counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions opinion required by Section 5(b) hereof. (3) The favorable opinion of ▇▇▇▇▇ ▇& ▇▇▇▇ LLP, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(c) hereof. (4) Letters A letter from PricewaterhouseCoopers LLP and Ernst Deloitte & Young Touche LLP, in form and substance satisfactory to the Representatives NAME and dated such Date of Delivery, substantially in the same form and substance as the respective letters letter furnished to the Representatives NAME pursuant to Section 5(f) hereof, except that the “"specified date” on " in the letters letter furnished pursuant to this paragraph shall be a date not more than five three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company’s PSEG's other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company’s PSEG's other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and any the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Representatives ▇▇▇▇▇▇▇ ▇▇▇▇▇ shall have received: (1) A certificate, dated such Date of Delivery, of the Chairman or President and Chief Executive Officer of President, a Vice President, the Company, of the Vice President and Controller, Chief Financial Officer and Treasurer or Chief Accounting Officer of the Company or of any other authorized representative Controller of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(d) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinion of each of Sidley Austin LLP, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Counsel of the Company, and Holland & Knight Wood LLP, each counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions opinion required by Section 5(b) hereof. (3) The favorable opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP▇▇▇▇, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(c) hereof. (4) Letters A letter from PricewaterhouseCoopers LLP and Ernst Deloitte & Young Touche LLP, in form and substance satisfactory to the Representatives ▇▇▇▇▇▇▇ ▇▇▇▇▇ and dated such Date of Delivery, substantially in the same form and substance as the respective letters letter furnished to the Representatives ▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant to Section 5(f5(e) hereof, except that the “"specified date” " on the letters letter furnished pursuant to this paragraph shall be a date not more than five three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company’s other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company’s other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and any Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct in all material respects as of each Date of Delivery, and, at the relevant Date of Delivery, the Representatives ▇▇▇▇▇▇▇ ▇▇▇▇▇ shall have received: (1) A certificate, dated such Date of Delivery, of the Chairman President or President and Chief Executive Officer of the Company, of the a Vice President and Controller, Chief Financial Officer and Treasurer or Chief Accounting Officer of the Company and the chief financial officer or of any other authorized representative chief accounting officer of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(d5(f) hereof remains true and correct as of such Date of Delivery. (2) The opinion favorable opinions of each of Sidley Austin LLP, ▇▇▇▇▇▇▇ & ▇. ▇▇▇▇ and of Brooks, Pierce, ▇▇▇▇▇▇▇▇, General Counsel of the Company, and Holland ▇▇▇▇▇▇▇▇ & Knight LLP, each counsel for the Company, ▇▇▇▇▇▇▇ in form and substance reasonably satisfactory to counsel for the UnderwritersUnderwrites, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions required by Section 5(bSections 5(c) and 5(d) hereof, respectively. (3) The favorable opinion of Dow, ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP▇▇▇▇▇, PLLC, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(c5(e) hereof. (4) Letters A letter from PricewaterhouseCoopers LLP and Ernst & Young LLP, in form and substance reasonably satisfactory to the Representatives ▇▇▇▇▇▇▇ ▇▇▇▇▇ and dated such Date of Delivery, substantially in the same form and substance as the respective letters a letter furnished to the Representatives ▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant to Section 5(f5(g) hereof, except that the “"specified date” " on the letters letter furnished pursuant to this paragraph shall be a date not no more than five three business days prior to such Date of Delivery. (5) Since A letter from Deloitte & Touche LLP, in form and substance reasonably satisfactory to ▇▇▇▇▇▇▇ ▇▇▇▇▇ and dated such Date of Delivery, substantially in the time same form and substance as a letter furnished to ▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant to Section 5(j) hereof, except that the "specified date" on the letter furnished pursuant to this paragraph shall be a date no more than three business days prior to such Date of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company’s other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company’s other securitiesDelivery.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company Operating Partnership in the applicable Terms Agreement and any the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company Operating Partnership contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries Operating Partnership hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Representatives First Union shall have received: (1) A certificate, certificate dated such Date of Delivery, of the Chairman President or a Vice President and Chief Executive Officer of the Company, as general partner of the Vice President Operating Partnership, and Controller, Chief Financial Officer and Treasurer the chief financial officer or Chief Accounting Officer of the Company or of any other authorized representative chief accounting officer of the Company, as general partner of the Operating Partnership, confirming that the certificate delivered at the Closing Time pursuant to Section 5(d) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinion of each of Sidley Austin Brown & Wood LLP, ▇▇▇▇▇▇▇ ▇. ▇▇▇counsel for the Operating Partner▇▇▇▇, General Counsel of the Company, and Holland & Knight LLP, each counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions required by Section 5(b) hereof. (3) The favorable opinion of ▇▇▇▇▇ ▇▇▇m a▇▇ LLP, ▇ubstance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(b) hereof. (3) The favorable opinion of Clifford Chance Rogers & Wells LLP, counsel for the Underw▇▇▇▇▇▇, dated su▇▇ ▇▇▇e o▇ ▇▇▇ivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(c) hereof. (4) Letters A letter from PricewaterhouseCoopers LLP and Ernst & Young LLP, in form and substance satisfactory to the Representatives First Union and dated such Date of Delivery, substantially to the effect that they reaffirm the statements made in the same form and substance as the respective letters letter furnished to the Representatives pursuant to Subsection (e) of this Section 5(f) hereof5, except that the “"specified date” " on the letters letter furnished pursuant to this paragraph shall be a date not more than five three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company’s other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company’s other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and any Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Representatives shall have received: (1i) A certificate, dated such Date of Delivery, of the Chairman or President and Chief Executive Officer of the Company, of the Vice President and Controller, Chief Financial Officer and Treasurer or Chief Accounting Officer of the Company or of any other authorized representative an executive of the Company, confirming that the certificate certificates delivered at the Closing Time pursuant to Section 5(d5(c) and 5(i) hereof remains remain true and correct as of such Date of Delivery. (2ii) The opinion written opinion, dated such Date of each Delivery, of Sidley Austin LLPDe Brauw Blackstone Westbroek N.V., ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Counsel of the Company, and Holland & Knight LLP, each Dutch counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions required by Section 5(b) hereof. (3) The favorable opinion of ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(c5(b) hereof. (4iii) Letters The written opinion, dated such Date of Delivery, of Jan-▇▇▇▇▇▇ ▇▇▇▇, General Counsel of the Company, in form and substance satisfactory to counsel for the Underwriters, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(d) hereof. (iv) The written opinion, dated such Date of Delivery, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, U.S. counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(e) hereof. (v) The written opinion, dated such Date of Delivery, of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Underwriters, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(f) hereof. (vi) The written opinion, dated such Date of Delivery, of KPMG Meijburg & Co., special Dutch tax counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(h) hereof. (vii) A letter, dated such Date of Delivery, from PricewaterhouseCoopers LLP and each of Ernst & Young LLPAccountants and KPMG Accountants N.V., in form and substance satisfactory to the Representatives and dated such Date of DeliveryRepresentatives, substantially in the same form and substance as the respective letters furnished to the Representatives pursuant to Section 5(f) hereof, except that the “specified date” on the letters furnished pursuant to this paragraph shall be a date not more than five business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company’s other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company’s other securities.to

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and any the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company and the Guarantors contained herein and the statements in any certificates furnished by the Company Company, any Guarantor or any of its their subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Representatives Representative shall have received: (1) A certificate, dated such Date of Delivery, of the Chairman Chairman, the President or President and Chief Executive Officer of the Company, of the any Vice President and Controller, Chief Financial Officer and Treasurer or Chief Accounting Officer of the Company or and of any other authorized representative an executive officer of the Companyeach Guarantor, confirming that the certificate delivered at the Closing Time pursuant to Section 5(d) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinion of each either of Sidley Austin LLP, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esquire, or ▇. ▇. ▇▇▇▇▇▇▇▇▇, General Counsel of the Company▇▇., and Holland & Knight LLPEsquire, each counsel for the CompanyCompany and each Guarantor, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions opinion required by Section 5(b) hereof. (3) The favorable opinion of ▇▇▇▇▇ ▇▇▇▇▇ Sidley Austin LLP, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(c) hereof. (4) Letters A letter from PricewaterhouseCoopers LLP and Ernst Deloitte & Young Touche LLP, in form and substance satisfactory to the Representatives Representative and dated such Date of Delivery, substantially in the same form and substance as the respective letters letter furnished to the Representatives Representative pursuant to Section 5(f) hereof, except that the “specified date” on in the letters letter furnished pursuant to this paragraph shall be a date not more than five three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company’s or any Guarantor’s other securities by any such nationally recognized statistical rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company’s or any Guarantor’s other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and any the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Representatives Merrill Lynch shall have received: (1) A certificate, dated such Date of Deliverysu▇▇ ▇▇▇▇ ▇▇ ▇▇livery, of the Chairman President or President and Chief Executive Officer of the Company, of the a Vice President and Controller, Chief Financial Officer and Treasurer or Chief Accounting Officer of the Company and the chief financial officer or of any other authorized representative chief accounting officer of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(d) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinion of each of Sidley Austin LLPChoate, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇Hall & Stewart, General Counsel of the Company, and Holland & Knight LLP, each counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions required by Section 5(b) hereof. (3) The favorable opinion of ▇▇▇substan▇▇ ▇▇▇isfactory ▇▇ LLP, counsel ▇▇▇nsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(b) hereof. (3) The favorable opinion of Brown & Wood LLP, counsel for the Underwriters, dated such Date of D▇▇▇▇▇ry, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(c) hereof. (4) Letters A letter from PricewaterhouseCoopers LLP and Ernst & Young LLP, in form and substance satisfactory to the Representatives Merrill Lynch and dated such Date of Delivery, substantially in the same form and ▇▇▇▇ ▇▇r▇ ▇▇▇ substance as the respective letters letter furnished to the Representatives Merrill Lynch pursuant to Section 5(f) hereof, except that the “"specified date” on ▇a▇▇" ▇n the letters letter furnished pursuant to this paragraph shall be a date not more than five three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company’s 's other securities or the Company's financial strength or claims paying ability] by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company’s 's other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and any Underwriters exercise --------------------- their option provided in Section 2 hereof to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at and the relevant Date of Delivery, the Representatives Underwriters shall have received: (1) A certificate, dated such Date of Delivery, of the Chairman or President and Chief Executive Officer of the Company, of the Vice President and Controller, Chief Financial Officer and Treasurer or Chief Accounting Officer of the Company or of any other authorized representative of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(d) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinion of each of Sidley Austin LLP, ▇▇▇▇▇▇▇ ▇. & ▇▇▇▇▇▇▇, General Counsel of the Company, and Holland & Knight LLP, each special counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions opinion required by Sections 5(b)(1) and 5(b)(6) hereof. (2) The favorable opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, special counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, reaffirming their opinion delivered at Closing Time pursuant to Section 5(b5(b)(2) hereof. (3) The favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Ingersoll, Maryland counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities and otherwise to the same effect as the opinion required by Sections 5(b)(3) hereof. (4) The favorable opinion of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Counsel of the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, reaffirming his opinion delivered at Closing Time pursuant to Section 5(b)(4) hereof. (5) The favorable opinion of ▇▇▇▇▇ & Wood LLP, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(cSections 5(b)(5) and 5(b)(6) hereof. (46) Letters A certificate of the President or a Vice President of the Company and the chief financial or chief accounting officer of the Company, dated such Date of Delivery, confirming that the certificate delivered at Closing Time pursuant to Section 5(c) hereof remains true and correct as of such Date of Delivery. (7) A letter from PricewaterhouseCoopers LLP and Ernst & Young ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, in form and substance satisfactory to the Representatives and Underwriters, dated such Date of Delivery, substantially in the same form in scope and substance as the respective letters letter furnished to the Representatives Underwriters pursuant to Section 5(f5(e) hereof, hereof except that the “"specified date” on " in the letters letter furnished pursuant to this paragraph subsection shall be a date not more than five three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there . If any condition specified in this Section shall not have occurred a downgrading inbeen fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Underwriters by notifying the Company at any time at or withdrawal ofprior to Closing Time, and such termination shall be without liability of any party to any other party except as provided in Section 4 hereof. Notwithstanding any such termination, the rating assigned to the Underwritten Securities or any provisions of the Company’s other securities by any such rating organizationSections 1, 4, 6, 7 and no such rating organization 8 shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company’s other securitiesremain in effect.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and any the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company and the Guarantors contained herein and the statements in any certificates furnished by the Company Company, any Guarantor or any of its their subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Representatives Representative shall have received: (1) A certificate, dated such Date of Delivery, of the Chairman Chairman, the President or President and Chief Executive Officer of the Company, of the any Vice President and Controller, Chief Financial Officer and Treasurer or Chief Accounting Officer of the Company or and of any other authorized representative an executive officer of the Companyeach Guarantor, confirming that the certificate delivered at the Closing Time pursuant to Section 5(d) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinion of each of Sidley Austin LLPeither James T. Foran, Esquire or R. Edwin Selover, Esquire, counsel fo▇ ▇▇▇ ▇▇▇▇▇▇▇ and each Guarantor, ea▇. ▇ ▇▇ ▇▇▇▇▇▇, General Counsel of the Company, and Holland & Knight LLP, each counsel for the Company, in form orm and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions opinion required by Section 5(b) hereof. (3) The favorable opinion of ▇▇▇▇▇ ▇▇▇▇▇ Sidley Austin Brown & Wood LLP, counsel for the Underwriters, dated such Date of Deliverysuc▇ ▇▇▇▇ ▇▇ ▇▇liv▇▇▇, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(c) hereof. (4) Letters A letter from PricewaterhouseCoopers LLP and Ernst Deloitte & Young Touche LLP, in form and substance satisfactory to the Representatives Representative and dated such Date of Delivery, substantially in the same form and substance as the respective letters letter furnished to the Representatives Representative pursuant to Section 5(f) hereof, except that the “"specified date” on " in the letters letter furnished pursuant to this paragraph shall be a date not more than five three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company’s 's or any Guarantor's other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company’s 's or any Guarantor's other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and any Underwriters exercise their option to purchase all or any portion of the Option Underwritten Offered Securities, the representations and warranties of the Company ABN AMRO Parties contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries ABN AMRO Parties hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Representatives shall have received: (1i) A certificate, dated such Date of Delivery, of the Chairman or President and Chief Executive Officer officers of each of the Company, of the Vice President and Controller, Chief Financial Officer and Treasurer or Chief Accounting Officer of the Company or of any other authorized representative of the CompanyABN AMRO Parties, confirming that the certificate delivered at the Closing Time pursuant to Section 5(d6(h) hereof remains true and correct as of such Date of Delivery. (2ii) The favorable opinion of each of Sidley Austin LLP, ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇Chance Limited Liability Partnership, General Counsel of Netherlands counsel to the Company, and Holland & Knight LLP, each counsel for the CompanyGuarantor, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Offered Securities and otherwise to the same effect as the opinions opinion required by Section 5(b6(b) hereof. (3iii) The favorable opinion of ▇▇▇▇▇ ▇, Polk & ▇▇▇▇▇▇▇▇, U.S. counsel to the ABN AMRO Parties, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Offered Securities and otherwise to the same effect as the opinion required by Section 6(c) hereof. (iv) The favorable opinion of ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ LLP& Finger, P.A., Delaware counsel to ABN AMRO Parties, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Offered Securities and otherwise to the same effect as the opinion required by Section 6(d) hereof. (v) The favorable opinion of Mayer, Brown, ▇▇▇▇ & Maw, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Offered Securities and otherwise to the same effect as the opinion required by Section 5(c6(e) hereof. (4vi) Letters The favorable opinion of ▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇, counsel for the TIA Trustees, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Offered Securities and otherwise to the same effect as the opinion required by Section 6(f) hereof. (vii) The favorable opinion of ▇▇▇▇▇▇▇▇ Chance Limited Liability Partnership, special Netherlands tax counsel to the ABN AMRO Parties, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Offered Securities and otherwise to the same effect as the opinion required by Section 6(g) hereof. (viii) A letter from PricewaterhouseCoopers LLP and Ernst & Young LLPYoung, in form and substance satisfactory to the Representatives and dated such Date of Delivery, substantially in the same form and substance as the respective letters letter furnished to the Representatives pursuant to Section 5(f6(i) hereof, except that the “"specified date” " on the letters letter furnished pursuant to this paragraph shall be a date not more than five three business days prior to such Date of Delivery. (5ix) Since the time date of execution of such Terms this Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or securities of any of the Company’s other securities ABN AMRO Parties by any such "nationally recognized statistical rating organizationagency," as that term is defined by the Commission for purposes of Rule 436(g)(2) under the 1933 Act, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications review, that does not indicate an improvement, its rating of the Underwritten Securities or any securities of any of the Company’s other securitiesABN AMRO Parties.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and any the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company and the Guarantors contained herein and the statements in any certificates furnished by the Company Company, any Guarantor or any of its their subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Representatives Representative shall have received: (1) A certificate, dated such Date of Delivery, of the Chairman Chairman, the President or President and Chief Executive Officer of the Company, of the any Vice President and Controller, Chief Financial Officer and Treasurer or Chief Accounting Officer of the Company or and of any other authorized representative an executive officer of the Companyeach Guarantor, confirming that the certificate delivered at the Closing Time pursuant to Section 5(d) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinion of each any of Sidley Austin LLPJames T. Foran, Esquire, R. Edwin Selover, Esquire, or David P. ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. e, counsel for the ▇▇▇▇▇▇▇ and each Guara▇▇▇▇, General Counsel of the Company, and Holland & Knight LLP, each counsel for the Company, in ▇▇▇▇ ▇▇ form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions opinion required by Section 5(b) hereof. (3) The favorable opinion of ▇▇▇▇▇ ▇▇▇▇▇ Sidley Austin LLP, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(c) hereof. (4) Letters A letter from PricewaterhouseCoopers LLP and Ernst Deloitte & Young Touche LLP, in form and substance satisfactory to the Representatives Representative and dated such Date of Delivery, substantially in the same form and substance as the respective letters letter furnished to the Representatives Representative pursuant to Section 5(f) hereof, except that the “"specified date” on " in the letters letter furnished pursuant to this paragraph shall be a date not more than five three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company’s 's or any Guarantor's other securities by any such nationally recognized statistical rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company’s 's or any Guarantor's other securities.

Over Allotment Option. In the event that the Underwriters are granted an exercise their over-allotment option by the Company in the applicable Terms Agreement and any Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Representatives shall have received: (1) A certificate, dated such Date of Delivery, of the Chairman President or President and Chief Executive Officer of the Company, of the a Vice President and Controller, Chief Financial Officer and Treasurer or Chief Accounting Officer of the Company and the chief financial officer or of any other authorized representative chief accounting officer of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(d5(e) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinion of each of Sidley Austin LLP, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Counsel of the Company, counsel and Holland & Knight LLP, each patent counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions required by Section Sections 5(b) and (c) hereof. (3) The favorable opinion of ▇▇▇▇▇ ▇▇▇▇▇ LLP▇, counsel for the Underwriters, in form and substance satisfactory to the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(c5(d) hereof. (4) Letters A letter from PricewaterhouseCoopers LLP and Ernst & Young LLP, in form and substance satisfactory to the Representatives and dated such Date of Delivery, substantially in the same form and substance as the respective letters letter furnished to the Representatives pursuant to Section 5(f5(h) hereof, except that the “"specified date” " on the letters letter furnished pursuant to this paragraph shall be a date not more than five three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company’s other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company’s other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and any the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries Subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Representatives Representative shall have received: (1i) A certificate, dated such Date of Delivery, of the Chairman President or President and Chief Executive Officer of the Company, of the a Vice President and Controller, Chief Financial Officer and Treasurer or Chief Accounting Officer of the Company and the chief financial officer or of any other authorized representative chief accounting officer of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(d) hereof remains true and correct as of such Date of Delivery. (2ii) The favorable opinion of each of Sidley Austin LLP, ▇▇▇▇▇▇▇ ▇. ▇▇▇Robi▇▇▇▇, General Counsel of the Company▇▇ad▇▇▇▇ & ▇ins▇▇, and Holland & Knight LLP▇.A., each counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions opinion required by Section 5(b) hereof. (3iii) The favorable opinion of ▇▇▇McGuire, Woods, Battle & Boot▇▇ ▇▇▇▇▇ LLP, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(c) hereof. (4iv) Letters A letter from PricewaterhouseCoopers LLP Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ (and Ernst & Young LLP, such other accountants) in form and substance satisfactory to the Representatives Representative and dated such Date of Delivery, substantially in the same form and substance as the respective letters letter furnished to the Representatives Representative pursuant to Section 5(f) hereof, except that the “"specified date” " on the letters letter furnished pursuant to this paragraph shall be a date not more than five three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company’s other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company’s other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Operating Partnership and the Company in the applicable Terms Agreement and any the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Operating Partnership and the Company contained herein and the statements in any certificates furnished by the Operating Partnership and the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Representatives Representative shall have received: (1) A certificate, certificate dated such Date of Delivery, of the Chairman President or a Vice President and Chief Executive Officer of the Company, on its own behalf and as general partner of the Vice President Operating Partnership, and Controller, Chief Financial Officer and Treasurer the chief financial officer or Chief Accounting Officer of the Company or of any other authorized representative chief accounting officer of the Company, on its own behalf and as general partner of the Operating Partnership, confirming that the certificate delivered at the Closing Time pursuant to Section 5(d) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinion of each of Sidley Austin Brown & Wood LLP, counsel for the Operating Partnershi▇ ▇▇▇ ▇▇▇ ▇▇mpa▇▇, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(b)(i) hereof. (3) The favorable opinion of Clifford Chance US LLP, counsel for the Underwriters, dated s▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇of Delivery, General Counsel of relating to the Company, Option Underwritten Securities and Holland otherwise to the same effect as the opinion required by Section 5(c) hereof. (4) A letter from Ernst & Knight Young LLP, each in form and substance satisfactory to the Representative and dated such Date of Delivery, to the effect that they reaffirm the statements made in the letter furnished pursuant to subsection (e) of this Section 5, except that the "specified date" on the letter furnished pursuant to this paragraph shall be a date not more than three business days prior to such Date of Delivery. (5) The favorable opinion of Solomon and Weinberg LLP, special tax counsel for the Operating Partnersh▇▇ ▇▇▇ ▇he Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions required by Section 5(b) hereof. (3) The favorable opinion of ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(c5(b)(ii) hereof. (4) Letters from PricewaterhouseCoopers LLP and Ernst & Young LLP, in form and substance satisfactory to the Representatives and dated such Date of Delivery, substantially in the same form and substance as the respective letters furnished to the Representatives pursuant to Section 5(f) hereof, except that the “specified date” on the letters furnished pursuant to this paragraph shall be a date not more than five business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company’s other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company’s other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company Operating Partnership in the applicable Terms Agreement and any the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company Operating Partnership contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries Operating Partnership hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Representatives ▇▇▇▇▇▇▇ ▇▇▇▇▇ shall have received: (1) A certificate, certificate dated such Date of Delivery, of the Chairman President or a Vice President and Chief Executive Officer of the Company, as general partner of the Vice President Operating Partnership, and Controller, Chief Financial Officer and Treasurer the chief financial officer or Chief Accounting Officer of the Company or of any other authorized representative chief accounting officer of the Company, as general partner of the Operating Partnership, confirming that the certificate delivered at the Closing Time pursuant to Section 5(d) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinion of each of Sidley Austin LLP, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Counsel of the Company, and Holland & Knight Wood LLP, each counsel for the CompanyOperating Partnership, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions opinion required by Section 5(b) hereof. (3) The favorable opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(c) hereof. (4) Letters A letter from PricewaterhouseCoopers LLP and Ernst & Young LLP, in form and substance satisfactory to the Representatives ▇▇▇▇▇▇▇ ▇▇▇▇▇ and dated such Date of Delivery, substantially in the same form and substance as the respective letters letter furnished to the Representatives ▇▇▇▇▇▇▇ Sachs pursuant to Section 5(f) hereof, except that the “"specified date” " on the letters letter furnished pursuant to this paragraph shall be a date not more than five three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company’s other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company’s other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and any Underwriters exercise their option to purchase all or any portion of the Option Underwritten Preferred Securities, the representations and warranties of the Trust and the Company contained herein and the statements in any certificates furnished by the Trust or the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Representatives shall have received: (1i) A certificate, dated such Date of Delivery, of the Chairman, the President, a Vice Chairman or President and Chief Executive Officer of the Company, of the a Vice President and Controller, Chief Financial Officer and Treasurer or Chief Accounting Officer of the Company or of any other authorized representative and of the Companychief financial officer or chief accounting officer or the Treasurer of the Company and of a Regular Trustee of the Trust, confirming that the certificate certificates delivered at the Closing Time pursuant to Section 5(d5(h) hereof remains remain true and correct as of such Date of Delivery. (2ii) The opinion opinions of each of Sidley Austin (i) Edwards & Angell, LLP, special counsel for the Company and (ii) Richard▇, ▇▇▇ton & ▇▇▇ger, P.A., special Delaware counsel to the Tru▇▇, ▇▇▇▇ ▇. ▇ ▇▇▇▇▇▇▇, General Counsel of the Company, and Holland & Knight LLP, each counsel for the Company, in form rm and substance reasonably satisfactory to counsel for the UnderwritersRepresentatives, dated such Date of Delivery, relating to the Option Underwritten Preferred Securities and otherwise to the same effect as the opinions required by Sections 5(b) and 5(d) hereof. (iii) The opinion of Edwards & Angell, LLP, special tax counsel to the Trust and the Compan▇, ▇▇ ▇orm ▇▇▇ ▇ubstance reasonably satisfactory to the Representatives, dated such Date of Delivery, relating to the Option Preferred Securities and otherwise to the same effect as the opinions required by Section 5(b5(c) hereof. (3iv) The favorable opinion of ▇▇▇▇▇ ▇▇▇▇▇ Sidley Austin Brown & Wood LLP, counsel for the Underwriters, dated such Date of Delivery▇▇ ▇▇▇▇▇▇▇y, relating ▇▇▇ating to the Option Underwritten Preferred Securities and otherwise to the same effect as the opinion required by Section 5(c5(f) hereof. (4v) Letters A letter from PricewaterhouseCoopers LLP and Ernst & Young LLP, in form and substance reasonably satisfactory to the Representatives and dated such Date of Delivery, substantially in the same form and substance as the respective letters letter furnished to the Representatives Underwriters pursuant to Section 5(f5(i) hereof, except that the “"specified date” " on the letters letter furnished pursuant to this paragraph shall be a date not more than five three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company’s other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company’s other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and any Underwriters exercise --------------------- their option provided in Section 2 hereof to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at and subject to the relevant Date of Delivery, the Representatives following further conditions: (1) The Underwriters shall have received: (1) A certificate, dated such Date of Delivery, of the Chairman or President and Chief Executive Officer of the Company, of the Vice President and Controller, Chief Financial Officer and Treasurer or Chief Accounting Officer of the Company or of any other authorized representative of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(d) hereof remains true and correct as of such Date of Delivery. (2i) The favorable opinion of each of Sidley Austin LLP, ▇▇▇▇▇▇▇ ▇. & ▇▇▇▇▇▇▇, General Counsel of the Company, and Holland & Knight LLP, each special counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions opinion required by Section 5(bSections 5(b)(1) and 5(b)(6) hereof. (3ii) The favorable opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, special counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, reaffirming their opinion delivered at Closing Time pursuant to Section 5(b)(2) hereof. (iii) The favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Ingersoll, LLP, Maryland counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities and otherwise to the same effect as the opinion required by Sections 5(b)(3) hereof. (iv) The favorable opinion of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Counsel of the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, reaffirming his opinion delivered at Closing Time pursuant to Section 5(b)(4) hereof. (v) The favorable opinion of ▇▇▇▇▇ ▇▇▇▇▇ LLP& Wood llp, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(cSections 5(b)(5) and 5(b)(6) hereof. (4vi) Letters A certificate of the President or a Vice President of the Company and the chief financial or chief accounting officer of the Company, dated such Date of Delivery, confirming that the certificate delivered at Closing Time pursuant to Section 5(c) hereof remains true and correct as of such Date of Delivery. (vii) A letter from PricewaterhouseCoopers LLP and Ernst & Young LLP▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ llp, in form and substance satisfactory to the Representatives and Underwriters, dated such Date of Delivery, substantially in the same form in scope and substance as the respective letters letter furnished to the Representatives Underwriters pursuant to Section 5(f5(e) hereof, hereof except that the “"specified date” on " in the letters letter furnished pursuant to this paragraph subsection shall be a date not more than five three business days prior to such Date of Delivery. (52) Since At each Date of Delivery, the time Securities shall be rated at least "baa2" by ▇▇▇▇▇'▇ Investors Service Inc., "BBB" by Standard & Poor's Ratings Group, a division of execution ▇▇▇▇▇▇-▇▇▇▇, Inc. and "BBB+" by Duff & ▇▇▇▇▇▇ Credit Rating Co.; and since the date of such Terms this Agreement, there shall not have occurred a downgrading in, or withdrawal of, in the rating assigned to the Underwritten Securities or any of the Company’s 's other securities by any such "nationally recognized statistical rating organizationagency", as that term is defined by the Commission for purposes of Rule 436(g)(2) under the 1933 Act, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of placed the Underwritten Securities or any of the Company’s 's other securitiessecurities on what is commonly termed a "watch list" for possible downgrading. If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Underwriters by notifying the Company at any time at or prior to Closing Time, and such termination shall be without liability of any party to any other party except as provided in Section 4 hereof. Notwithstanding any such termination, the provisions of Sections 1, 4, 6, 7 and 8 shall remain in effect.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and any Underwriters exercise their option provided in Section 2(b) hereof to purchase all or any portion of the Option Underwritten SecuritiesShares, the representations and warranties of the Company and the Operating Partnership contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries and the Operating Partnership hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, and the Representatives shall have received: (1i) A certificatecertificate of the Chief Executive Officer or the President of the Company and the Operating Partnership and the chief financial or chief accounting officer of each such entity, dated such Date of Delivery, of the Chairman or President and Chief Executive Officer of the Company, of the Vice President and Controller, Chief Financial Officer and Treasurer or Chief Accounting Officer of the Company or of any other authorized representative of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(d) hereof remains true and correct as of such Date of Delivery. (2ii) The favorable opinion of each of Sidley Austin LLP, ▇▇Rose▇▇▇▇▇ & ▇. ieb▇▇▇▇▇▇▇, General Counsel ▇.C. counsel for each of the Company, Company and Holland & Knight LLP, each counsel for the CompanyOperating Partnership, in form and substance satisfactory to counsel for such Underwriters, dated such Date of Delivery, relating to the Option Shares and otherwise to the same effect as the opinion and statement required by Section 5(b) hereof. (iii) The favorable opinion of Hoga▇ & ▇art▇▇▇, ▇▇unsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions required by Section 5(b) hereof. (3) The favorable opinion of ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities Shares and otherwise to the same effect as the opinion and statement required by Section 5(c) hereof. (4iv) Letters A letter from PricewaterhouseCoopers LLP and Ernst & Young LLPYoung, in form and substance satisfactory to the Representatives and Representatives, dated such Date of Delivery, substantially in the same form in scope and substance as the respective letters letter furnished to the Representatives pursuant to Section 5(f) hereof, except that the “"specified date” on " in the letters letter furnished pursuant to this paragraph Section 5(m)(iv) shall be a date not more than five business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company’s other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company’s other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and any the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Representatives Underwriters shall have received: (1) A certificate, dated such Date of Delivery, of the Chairman or President and Chief Executive Officer Officer, President or Executive Vice President of the Company, of Company and the Vice President and Controller, Chief Financial Officer and Treasurer or Chief Accounting Officer of the Company or of any other authorized representative of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(d5(e) hereof remains true and correct as of such Date of Delivery. (2) The opinion favorable opinions of each of Sidley Austin LLP, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Counsel of the CompanyCompany and ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, and Holland & Knight LLP, each counsel for the CompanyCompany and the Guarantors, each in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions required by Section Sections 5(b) and 5(c) hereof. (3) The favorable opinion of Sidley ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(c5(d) hereof. (4) Letters A letter from PricewaterhouseCoopers LLP and Ernst Deloitte & Young LLPTouche llp, in form and substance satisfactory to the Representatives Underwriters and dated such Date of Delivery, substantially in the same form and substance as the respective letters letter furnished to the Representatives Underwriters pursuant to Section 5(f) hereof, except that the “"specified date” " on the letters letter furnished pursuant to this paragraph shall be a date not more than five three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company’s 's other securities by any such nationally recognized statistical rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company’s 's other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and any Underwriters exercise their option to purchase all or any portion of the Option Underwritten Preferred Securities, the representations and warranties of the Trust and the Company contained herein and the statements in any certificates furnished by the Trust or the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Representatives shall have received: (1) A certificate, dated such Date of Delivery, of the Chairman, the President, a Vice Chairman or President and Chief Executive Officer of the Company, of the a Vice President and Controller, Chief Financial Officer and Treasurer or Chief Accounting Officer of the Company or of any other authorized representative and of the Companychief financial officer or chief accounting officer of the Company and of a Regular Trustee of the Trust, confirming that the certificate certificates delivered at the Closing Time pursuant to Section 5(d5(g) hereof remains remain true and correct as of such Date of Delivery. (2) The opinion opinions of each of Sidley Austin LLP(i) Edwa▇▇▇ & ▇nge▇▇, ▇▇P, special counsel for the Company and (ii) Rich▇▇▇▇, ▇▇▇▇▇▇ & ▇▇ ▇. ▇▇▇▇▇▇▇inger, General Counsel of P.A., counsel to the Company, and Holland & Knight LLPTrust, each counsel for the Company, in form and substance reasonably satisfactory to counsel for the UnderwritersRepresentatives, dated such Date of Delivery, relating to the Option Underwritten Preferred Securities and otherwise to the same effect as the opinions required by Sections 5(b) and 5(d) hereof. (3) The opinion of Edwa▇▇▇ & ▇nge▇▇, ▇▇P, special tax counsel to the Trust and the Company, in form and substance reasonably satisfactory to the Representatives, dated such Date of Delivery, relating to the Option Preferred Securities and otherwise to the same effect as the opinions required by Section 5(b5(c) hereof. (34) The favorable opinion of Brow▇ & ▇▇▇▇▇ ▇▇▇▇▇ ood LLP, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Preferred Securities and otherwise to the same effect as the opinion required by Section 5(c5(f) hereof. (45) Letters A letter from PricewaterhouseCoopers LLP and Ernst & Young LLP, in form and substance reasonably satisfactory to the Representatives and dated such Date of Delivery, substantially in the same form and substance as the respective letters letter furnished to the Representatives Underwriters pursuant to Section 5(f5(h) hereof, except that the “"specified date” " on the letters letter furnished pursuant to this paragraph shall be a date not more than five three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company’s other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company’s other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and any the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries Subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Representatives shall Merr▇▇▇ ▇▇▇c▇ ▇▇▇ll have received: (1) A certificate, dated such Date of Delivery, of the Chairman President or President and Chief Executive Officer of the Company, of the a Vice President and Controller, Chief Financial Officer and Treasurer or Chief Accounting Officer of the Company and the chief financial officer or of any other authorized representative chief accounting officer of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(d) hereof remains true and correct as of such Date of Delivery. (2) The opinion favorable opinions of each of Sidley Austin LLP(i) Lath▇▇ & ▇atk▇▇▇, (▇i) Ball▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇. ▇▇nge▇▇▇▇▇, General Counsel of ▇▇P, outside counsel for the Company, and Holland & Knight LLP, each counsel (iii) the General Counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions required by Section 5(b) hereof. (3) The favorable opinion of Sidl▇▇ ▇▇▇t▇▇ ▇▇▇▇▇ LLP& ▇ood ▇▇▇, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(c) hereof. (4) Letters A letter from PricewaterhouseCoopers LLP and Ernst & Young LLP, in form and substance satisfactory to the Representatives and Merr▇▇▇ ▇▇▇c▇ ▇▇▇ dated such Date of Delivery, substantially in the same form and substance as the respective letters letter furnished to the Representatives pursuant Merr▇▇▇ ▇▇▇c▇ ▇▇▇suant to Section 5(f) hereof, except that the “"specified date” " on the letters letter furnished pursuant to this paragraph shall be a date not more than five three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company’s other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company’s other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and any Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Representatives shall have received: (1i) A certificate, dated such Date of Delivery, of the Chairman or President and Chief Executive Officer of the Company, of the Vice President and Controller, Chief Financial Officer and Treasurer or Chief Accounting Officer of the Company or of any other authorized representative an executive of the Company, confirming that the certificate certificates delivered at the Closing Time pursuant to Section 5(d5(h) hereof remains true and correct as of such Date of Delivery. (2ii) The opinion written opinion, dated such Date of each Delivery, of Sidley Austin LLPDe Brauw Blackstone Westbroek N.V., ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Counsel of the Company, and Holland & Knight LLP, each Dutch counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions opinion required by Section 5(b) hereof. (3iii) The favorable opinion of ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Underwriterswritten opinion, dated such Date of Delivery, of the office of the General Counsel of the Company, in form and substance satisfactory to counsel for the Underwriters, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(c) hereof. (4iv) Letters The written opinion or opinions, dated such Date of Delivery, of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, U.S. counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(d) hereof. (v) The written opinion, dated such Date of Delivery, of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Underwriters, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(e) hereof. (vi) The written opinion, dated such Date of Delivery, of KPMG Meijburg & Co., special Dutch tax counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(g) hereof. (vii) A letter, dated such Date of Delivery, from PricewaterhouseCoopers LLP and each of Ernst & Young LLPAccountants and KPMG Accountants N.V., in form and substance satisfactory to the Representatives and dated such Date of DeliveryRepresentatives, substantially in the same form and substance as the respective letters furnished to the Representatives pursuant to Section 5(f5(i) hereof, except that the “specified date” date on the letters furnished pursuant to this paragraph shall be a date not more than five three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company’s other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company’s other securities.

Over Allotment Option. In If the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and any Underwriters exercise their option Option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Representatives Underwriters shall have received: (1) A certificate, dated such Date of Delivery, of the Chairman President or President and Chief Executive Officer of the Company, of the a Vice President and Controller, Chief Financial Officer and Treasurer or Chief Accounting Officer of the Company and the chief financial officer or of any other authorized representative chief accounting officer of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(d) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinion of each of Sidley Austin LLPWall▇▇ ▇▇▇s▇▇▇ ▇▇▇▇▇▇ & ▇avi▇, ▇ Professional Limited Liability Company, Brow▇ & ▇ood, LLP and Glass, McCu▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇. ▇▇▇▇arr▇▇▇, General Counsel of the Company, and Holland & Knight LLP, each ▇▇P counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions Opinion required by Section 5(b) hereof. (3) The favorable opinion Opinion of Hoga▇ & ▇▇art▇▇▇ ▇.▇▇▇▇ LLP.P., counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(c) hereof. (4) Letters A letter from PricewaterhouseCoopers LLP and Ernst & Young LLP., in form and substance satisfactory to the Representatives Underwriters and dated such Date of Delivery, substantially in the same form and substance as the respective letters letter furnished to the Representatives Underwriters pursuant to Section 5(f) hereof, except that the “"specified date” " on the letters letter furnished pursuant to this paragraph shall be a date not more than five three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company’s other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company’s other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and any Underwriters exercise their option to purchase all or any portion of the Option Underwritten Offered Securities, the representations and warranties of the Company ABN AMRO Parties contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries ABN AMRO Parties hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Representatives shall have received: (1i) A certificate, dated such Date of Delivery, of the Chairman or President and Chief Executive Officer officers of each of the Company, of the Vice President and Controller, Chief Financial Officer and Treasurer or Chief Accounting Officer of the Company or of any other authorized representative of the CompanyABN AMRO Parties, confirming that the certificate delivered at the Closing Time pursuant to Section 5(d6(i) hereof remains true and correct as of such Date of Delivery. (2ii) The favorable opinion of each of Sidley Austin LLPClifford Chance Limited Liability Partnership, Netherlands ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Counsel of to the Company, and Holland & Knight LLP, each counsel for the CompanyGuarantor, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Offered Securities and otherwise to the same effect as the opinions opinion required by Section 5(b6(b) hereof. (3iii) The favorable opinion of Kimberly Lynch, Esq., LaSalle Bank Corporation, counsel to ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ LLP, m and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Offered Securities and otherwise to the same effect as the opinion required by Section 5(c6(c) hereof. (4iv) Letters The favorable opinion of Davis, Polk & Wardwell, U.S. counsel to the ABN AMRO Parti▇▇, ▇n ▇▇▇▇ an▇ ▇▇▇▇▇▇nce satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Offered Securities and otherwise to the same effect as the opinion required by Section 6(d) hereof. (v) The favorable opinion of Richards, Layton & Finger, P.A., Delaware counsel to ABN A▇▇▇ ▇▇▇▇▇▇▇, ▇▇ form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Offered Securities and otherwise to the same effect as the opinion required by Section 6(e) hereof. (vi) The favorable opinion of Mayer, Brown, Rowe & Maw, counsel for the Underwriters, dated such Date ▇▇ ▇elivery, relating to the Option Offered Securities and otherwise to the same effect as the opinion required by Section 6(f) hereof. (vii) The favorable opinion of Emmet, Marvin & Martin, counsel for the TIA Trustees, in f▇▇▇ ▇▇▇ ▇▇▇▇▇anc▇ ▇▇▇▇sfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Offered Securities and otherwise to the same effect as the opinion required by Section 6(g) hereof. (viii) The favorable opinion of Clifford Chance Limited Liability Partnership, special Net▇▇▇▇▇▇▇▇ tax counsel to the ABN AMRO Parties, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Offered Securities and otherwise to the same effect as the opinion required by Section 6(h) hereof. (ix) A letter from PricewaterhouseCoopers LLP and Ernst & Young LLPYoung, in form and substance satisfactory to the Representatives and dated such Date of Delivery, substantially in the same form and substance as the respective letters letter furnished to the Representatives pursuant to Section 5(f6(j) hereof, except that the “"specified date” " on the letters letter furnished pursuant to this paragraph shall be a date not more than five three business days prior to such Date of Delivery. (5x) Since the time date of execution of such Terms this Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or securities of any of the Company’s other securities ABN AMRO Parties by any such "nationally recognized statistical rating organizationagency," as that term is defined by the Commission for purposes of Rule 436(g)(2) under the 1933 Act, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications review, that does not indicate an improvement, its rating of the Underwritten Securities or any securities of any of the Company’s other securitiesABN AMRO Parties.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and any the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Representatives shall have received: (1) A certificate, dated such Date of Delivery, of the Chairman Chairman, President or President and Chief Executive Officer of the Company, of the Vice President and Controller, Chief Financial Officer and Treasurer or Chief Accounting Officer President-Finance of the Company and the Controller or of any other authorized representative Treasurer of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(d) hereof remains true and correct as of such Date of Delivery. (2) The opinion of each of Sidley Austin LLP, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ & ▇▇▇▇, General Counsel of the Company, ▇ and Holland & Knight LLPKnight, each counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions required by Section 5(b) hereof. (3) The favorable opinion of ▇Mayer, Brown, ▇▇▇▇ ▇▇▇▇▇ LLP& Maw, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(c) hereof. (4) Letters A letter from PricewaterhouseCoopers LLP and Ernst & Young LLP, in form and substance satisfactory to the Representatives and dated such Date of Delivery, substantially in the same form and substance as the respective letters letter furnished to the Representatives pursuant to Section 5(f) hereof, except that the “"specified date” " on the letters letter furnished pursuant to this paragraph shall be a date not more than five three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company’s 's other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company’s 's other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and any the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Representatives ▇▇▇▇▇▇▇ ▇▇▇▇▇ shall have received: (1) A certificate, dated such Date of Delivery, of the Chairman President or President and Chief Executive Officer of the Company, of the a Vice President and Controller, Chief Financial Officer and Treasurer or Chief Accounting Officer of the Company and the chief financial officer or of any other authorized representative chief accounting officer of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(d) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinion of each of Sidley Austin LLP, ▇▇▇▇▇▇▇ ▇. & ▇▇▇▇▇▇▇▇ L.L.P., General Counsel of the Company, and Holland & Knight LLP, each counsel for the CompanyCompany (or other counsel acceptable to the Underwriters), in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions opinion required by Section 5(b) hereof. (3) The favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP& ▇▇▇▇▇▇▇▇ (a partnership which includes professional corporations), counsel for the Underwriters (or other counsel acceptable to the Underwriters), dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(c) hereof. (4) Letters A letter from PricewaterhouseCoopers KPMG Peat Marwick LLP and Ernst & Young LLP(or such other accountants reasonably acceptable to the Underwriters), in form and substance satisfactory to the Representatives ▇▇▇▇▇▇▇ ▇▇▇▇▇ and dated such Date of Delivery, substantially in the same form and substance as the respective letters letter furnished to the Representatives ▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant to Section 5(f) hereof, except that the “"specified date” " on the letters letter furnished pursuant to this paragraph shall be a date not more than five three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company’s other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company’s other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and any the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Representatives shall Smit▇ ▇▇▇▇▇▇ ▇▇▇ll have received: (1) A certificate, dated such Date of Delivery, of the Chairman or President and Chief Executive Officer of the Company, of the or a Vice President and Controller, Chief Financial Officer and Treasurer or Chief Accounting Officer of the Company or of any other authorized representative and of the Company, chief financial or chief accounting officer of the Company on behalf of the Company confirming that the certificate delivered at the Closing Time pursuant to Section 5(d5(g) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinion of each Lath▇▇ & ▇atk▇▇▇, ▇▇unsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Sidley Austin LLPDelivery, relating to the Option Underwritten Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Sections 5(b) and 5(f) hereof. (3) The favorable opinion of Ball▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇& Ingersoll, General Counsel of the Company, and Holland & Knight LLP, each special Maryland counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect extent as the opinions opinion required by Section 5(bSections 5(c) and 5(f) hereof. (34) The favorable opinion of S. Eric ▇▇▇▇▇ ▇▇▇, ▇▇ LLP▇q., general counsel of the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect extent as the opinion required by Section 5(cSections 5(d) and 5(f) hereof. (4) Letters from PricewaterhouseCoopers LLP and Ernst & Young LLP, in form and substance satisfactory to the Representatives and dated such Date of Delivery, substantially in the same form and substance as the respective letters furnished to the Representatives pursuant to Section 5(f) hereof, except that the “specified date” on the letters furnished pursuant to this paragraph shall be a date not more than five business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company’s other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company’s other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment overallotment option by the Company in the applicable Terms Agreement and any the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Representatives ▇▇▇▇▇▇▇ ▇▇▇▇▇ shall have received: (1) A certificate, dated such Date of Delivery, of the Chairman President or President and Chief Executive Officer of the Company, of the a Vice President and Controller, Chief Financial Officer and Treasurer or Chief Accounting Officer of the Company and the chief financial officer or of any other authorized representative chief accounting officer of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(d) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinion of each of Sidley Austin LLP, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Counsel of the Company, and Holland & Knight LLP, each counsel for the Company, in form and substance satisfactory to to, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions opinion required by Section 5(b) hereof. (3) The favorable opinion of ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(c) hereof. (4) Letters A letter from PricewaterhouseCoopers LLP and Ernst & Young LLPeach firm of independent certified public accountants that have certified financial statements contained in or incorporated by reference into the Registration Statement, in form and substance satisfactory to the Representatives ▇▇▇▇▇▇▇ ▇▇▇▇▇ and dated such Date of Delivery, substantially in the same form and substance as the respective letters letter furnished to the Representatives ▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant to Section 5(f) hereof, except that the “"specified date” " on the letters letter furnished pursuant to this paragraph shall be a date not more than five three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company’s other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company’s other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and any the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Debt Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by to the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Representatives __________________ shall have received: (1) A certificate, dated such Date of Delivery, of the Chairman President or President and Chief Executive Officer of the Company, of the a Vice President and Controller, Chief Financial Officer and Treasurer or Chief Accounting Officer of the Company and the chief financial officer or of any other authorized representative chief accounting officer of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(d) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinion of each of Sidley Austin LLP, Schi▇▇ ▇▇▇▇▇▇ & ▇. ait▇, ▇▇▇▇▇▇▇, General Counsel of the Company, and Holland & Knight LLP, each counsel unsel for the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Debt Securities and otherwise to the same effect as the opinions opinion required by Section 5(b) hereof. (3) The favorable opinion of Winthrop, Stimson, Putn▇▇ & ▇obe▇▇▇ ▇▇▇▇▇ LLP, counsel nsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Debt Securities and otherwise to the same effect as the opinion required by Section 5(c) hereof. (4) Letters A letter from PricewaterhouseCoopers LLP and Ernst & Young Price Waterhouse LLP, in form and substance satisfactory to the Representatives __________________ and dated such Date of Delivery, substantially in the same form and substance as the respective letters letter furnished to the Representatives __________________ pursuant to Section 5(f) hereof, except that the “"specified date” " on the letters letter furnished pursuant to this paragraph shall be a date not more than five three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company’s other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company’s other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and any the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Representatives ______________ shall have received: (1) A certificate, dated such Date of Delivery, of the Chairman President or President and Chief Executive Officer of the Company, of the a Vice President and Controller, Chief Financial Officer and Treasurer or Chief Accounting Officer of the Company and the chief financial officer or of any other authorized representative chief accounting officer of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(d) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinion of each of Sidley Austin LLP, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Counsel of the CompanySandler, and Holland Kohl, ▇▇▇▇▇▇ & Knight LLP▇▇▇▇▇▇, each P.C., counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions opinion required by Section 5(b) hereof. (3) The favorable opinion of ▇▇▇▇▇ ▇, ▇▇▇▇▇ LLP& ▇▇▇▇▇, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(c) hereof. (4) Letters A letter from PricewaterhouseCoopers LLP and Ernst Deloitte & Young LLPTouche, in form and substance satisfactory to the Representatives ______________ and dated such Date of Delivery, substantially in the same form and substance as the respective letters letter furnished to the Representatives _______________ pursuant to Section 5(f) hereof, except that the “"specified date” " on the letters letter furnished pursuant to this paragraph shall be a date not more than five three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company’s other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company’s other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and any the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Representatives [Underwriter] shall have received: (1) A certificate, dated such Date of Delivery, of the Chairman Chairman, the President or President and Chief Executive Officer of the Company, of the any Vice President and Controller, Chief Financial Officer and Treasurer or Chief Accounting Officer of the Company or of any other authorized representative of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(d) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinion of each of Sidley Austin LLP, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, General Counsel of the Company, and Holland & Knight LLP, each counsel for the Company, [together with the favorable opinion of [*], special [*] counsel for the Company, each] in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions opinion required by Section 5(b) hereof. (3) The favorable opinion of ▇▇▇▇▇ ▇▇▇▇▇ & Wood LLP, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(c) hereof. (4) Letters A letter from PricewaterhouseCoopers LLP and Ernst Deloitte & Young Touche LLP, in form and substance satisfactory to the Representatives [Underwriter] and dated such Date of Delivery, substantially in the same form and substance as the respective letters letter furnished to the Representatives [Underwriter] pursuant to Section 5(f) hereof, except that the “"specified date” " on the letters letter furnished pursuant to this paragraph shall be a date not more than five three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company’s 's other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company’s 's other securities.

Over Allotment Option. In the event that the Underwriters are exercise the option granted an over-allotment option by the Company to them in the applicable Terms Agreement and any Underwriters exercise their option Section 2 hereof to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at and subject to the relevant Date of Delivery, the Representatives following further conditions: (1) The Representative shall have received: (1) A certificate, dated such Date of Delivery, of the Chairman or President and Chief Executive Officer of the Company, of the Vice President and Controller, Chief Financial Officer and Treasurer or Chief Accounting Officer of the Company or of any other authorized representative of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(d) hereof remains true and correct as of such Date of Delivery. (2i) The favorable opinion of each of Sidley Austin LLP, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Counsel of the Company, and Holland & Knight LLP, each special counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions opinion required by Section 5(b5(b)(1) hereof. (3ii) A statement by ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, to the same effect as the statement required by Section 5(b)(3) hereof. (iii) The favorable opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, reaffirming their opinion delivered at Closing Time pursuant to Section 5(b)(2) hereof. (iv) The favorable opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Ingersoll, LLP, Maryland counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Securities and otherwise to the same effect as the opinion required by Sections 5(b)(4) hereof. (v) The favorable opinion of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Counsel of the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, reaffirming his opinion delivered at Closing Time pursuant to Section 5(b)(5) hereof. (vi) The favorable opinion of Sidley ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(c5(b)(6) hereof. (4vii) Letters A certificate of the President or a Vice President of the Company and the chief financial or chief accounting officer of the Company, dated such Date of Delivery, confirming that the certificate delivered at Closing Time pursuant to Section 5(c) hereof remains true and correct as of such Date of Delivery. (viii) A letter from PricewaterhouseCoopers LLP and Ernst & Young LLP, in form and substance satisfactory to the Representatives and Representative, dated such Date of Delivery, substantially in the same form in scope and substance as the respective letters letter furnished to the Representatives Representative pursuant to Section 5(f5(e) hereof, except that the “specified date” on date in the letters letter furnished pursuant to this paragraph subsection shall be a date not more than five three business days prior to such Date of Delivery. (52) Since At each Date of Delivery, the time Securities shall be rated at least “Baa3” by Moody’s Investor’s Service Inc. and “BBB” by Standard & Poor’s; and since the date of execution of such Terms this Agreement, there shall not have occurred a downgrading in, or withdrawal of, in the rating assigned to the Underwritten Securities or any of the Company’s other securities by any such “nationally recognized statistical rating organizationagency”, as that term is defined by the Commission for purposes of Rule 436(g)(2) under the 1933 Act, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of placed the Underwritten Securities or any of the Company’s other securitiessecurities on what is commonly termed a “watch list” for possible downgrading. If any condition specified in this Section shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representative by notifying the Company at any time at or prior to Closing Time, and such termination shall be without liability of any party to any other party except as provided in Section 4 hereof. Notwithstanding any such termination, the provisions of Sections 1, 4, 6, 7 and 8 shall remain in effect.

Over Allotment Option. In If the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and any the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries Subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Representatives Underwriters shall have received: (1) A certificate, dated such Date of Delivery, of the Chairman Chairman, President or President and Chief Executive Officer of the Company, of the a Vice President and Controller, Chief Financial Officer and Treasurer or Chief Accounting Officer of the Company and the chief financial officer or of any other authorized representative chief accounting officer of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(d) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinion of each of Sidley Austin LLPWall▇▇ ▇▇▇s▇▇▇ ▇▇▇▇▇▇ & ▇avi▇, ▇ Professional Limited Liability Company, Brow▇ & ▇ood, LLP and Glass, McCu▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ & ▇. ▇▇▇▇arr▇▇▇, General Counsel of the Company, and Holland & Knight LLP, each ▇▇P counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions Opinion required by Section 5(b) hereof. (3) The favorable opinion Opinion of Hoga▇ & ▇▇art▇▇▇ ▇.▇▇▇▇ LLP.P., counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(c) hereof. (4) Letters A letter from PricewaterhouseCoopers LLP and Ernst & Young LLP., in form and substance satisfactory to the Representatives Underwriters and dated such Date of Delivery, substantially in the same form and substance as the respective letters letter furnished to the Representatives Underwriters pursuant to Section 5(f) hereof, except that the “"specified date” " on the letters letter furnished pursuant to this paragraph shall be a date not more than five three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company’s other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company’s other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and any the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Representatives ▇▇▇▇▇▇▇ ▇▇▇▇▇ shall have received: (1) A certificate, dated such Date of Delivery, of the Chairman President or President and Chief Executive Officer of the Company, of the a Vice President and Controller, Chief Financial Officer and Treasurer or Chief Accounting Officer of the Company and the chief financial officer or of any other authorized representative chief accounting officer of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(d) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinion of each of Sidley Austin LLP, (i) ▇▇▇▇▇▇▇▇ ▇. & ▇▇▇▇▇▇▇▇ (a partnership including professional corporations), General Counsel of the Company, and Holland & Knight LLP, each special counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions opinion required by Section 5(b5(b)(i) hereof, and (ii) the General Counsel of the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(b)(ii) hereof. (3) The favorable opinion of ▇▇▇▇▇ ▇▇▇▇▇ & Wood LLP, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(c) hereof. (4) Letters from PricewaterhouseCoopers LLP and Ernst & Young LLP, PricewaterhouseCoopers LLP, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Chartered Accountants and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, in form and substance reasonably satisfactory to the Representatives ▇▇▇▇▇▇▇ ▇▇▇▇▇ and dated such Date of Delivery, substantially in the same form and substance as the respective letters letter furnished to the Representatives ▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant to Section 5(f) hereof, except that the “"specified date” " on the letters letter furnished pursuant to this paragraph shall be a date not more than five three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company’s 's other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review review, with possible negative implications implications, its rating of the Underwritten Securities or any of the Company’s 's other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and any Underwriters exercise their Underwriter exercises its option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each the Date of Delivery, and, at the relevant Date of Delivery, the Representatives Underwriter shall have received: (1) A certificate, dated such Date of Delivery, of the Chairman President or President and Chief Executive Officer of the Company, of the a Vice President and Controller, Chief Financial Officer and Treasurer or Chief Accounting Officer of the Company and the chief financial officer or of any other authorized representative chief accounting officer of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(d) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinion of each of Sidley Austin LLP, Wils▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ & ▇osa▇▇, General Counsel of the Company▇▇ofessional Corporation, and Holland & Knight LLP, each counsel for the Company, in form and substance reasonably satisfactory to counsel for the UnderwritersUnderwriter, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions opinion required by Section 5(b) hereof. (3) The favorable opinion of Lath▇▇ & ▇atk▇▇▇▇▇ , ▇▇▇▇▇ LLP, counsel unsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(c) hereof. (4) Letters A letter from PricewaterhouseCoopers LLP and Ernst & Young KPMG LLP, in form and substance satisfactory to the Representatives Underwriter and dated such Date of Delivery, substantially in the same form and substance as the respective letters letter furnished to the Representatives Underwriter pursuant to Section 5(f) hereof, except that the “"specified date” " on the letters letter furnished pursuant to this paragraph shall be a date not more than five three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms this Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company’s 's other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company’s 's other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and any Underwriters exercise --------------------- their option to purchase all or any portion of the Option Underwritten Preferred Securities, the representations and warranties of the Trust and the Company contained herein and the statements in any certificates furnished by the Trust or the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Representatives shall have received: (1i) A certificate, dated such Date of Delivery, of the Chairman, the President, a Vice Chairman or President and Chief Executive Officer of the Company, of the a Vice President and Controller, Chief Financial Officer and Treasurer or Chief Accounting Officer of the Company or of any other authorized representative and of the Companychief financial officer or chief accounting officer of the Company and of a Administrative Trustee of the Trust, confirming that the certificate certificates delivered at the Closing Time pursuant to Section 5(d5(g) hereof remains remain true and correct as of such Date of Delivery. (2ii) The opinion opinions of each of Sidley Austin LLP(i) Miller, Hamilton, ▇▇▇▇▇▇ & ▇▇ ▇. ▇▇, L.L.C., counsel for the Company and (ii) ▇▇▇▇▇▇▇▇, General Counsel of ▇▇▇▇▇▇ & Finger, P.A., special Delaware, counsel to the Company, and Holland & Knight LLPTrust, each counsel for the Company, in form and substance reasonably satisfactory to counsel for the UnderwritersRepresentatives, dated such Date of Delivery, relating to the Option Underwritten Preferred Securities and otherwise to the same effect as the opinions required by Sections 5(b) and 5(d) hereof. (iii) The opinion of Miller, Hamilton, ▇▇▇▇▇▇ & ▇▇▇▇, L.L.C., special tax counsel to the Trust and the Company, in form and substance reasonably satisfactory to the Representatives, dated such Date of Delivery, relating to the Option Preferred Securities and otherwise to the same effect as the opinions required by Section 5(b5(c) hereof. (3iv) The favorable opinion of Sidley ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Preferred Securities and otherwise to the same effect as the opinion required by Section 5(c5(f) hereof. (4v) Letters A letter from PricewaterhouseCoopers LLP and Ernst & Young LLP, in form and substance reasonably satisfactory to the Representatives and dated such Date of Delivery, substantially in the same form and substance as the respective letters letter furnished to the Representatives Underwriters pursuant to Section 5(f5(h) hereof, except that the “"specified date” " on the letters letter furnished pursuant to this paragraph shall be a date not more than five three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company’s other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company’s other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company Companies and the Operating Partnership in the applicable Terms Agreement and any the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company Companies and the Operating Partnership contained herein and the statements in any certificates furnished by the Company Companies or any of its subsidiaries the Operating Partnership hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Representatives Goldman and ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ shall have received: (1) A certificate, certificate dated such Date of Delivery, of (x) the Chairman or President and Chief Executive Officer Officer, President or a Vice President of the Company, Companies for themselves and for SPG as sole general partner of the Vice President and Controller, Chief Financial Officer and Treasurer or Chief Accounting Officer of the Company or of any other authorized representative of the CompanyOperating Partnership, confirming that the certificate delivered at the Closing Time pursuant to Section 5(d) hereof remains true and correct as of such Date of Delivery. (2) The opinion favorable opinions of each of Sidley Austin LLP, ▇▇▇▇▇ & ▇▇▇▇▇▇▇, counsel for the Companies and the Operating Partnership, and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq., General Counsel of the Company, Companies and Holland & Knight LLP, each counsel for the CompanyOperating Partnership, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions opinion required by Section 5(b) hereof. (3) The favorable opinion of ▇▇▇▇▇▇▇▇ Chance ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(c) hereof. (4) Letters A letter from PricewaterhouseCoopers LLP and Ernst & Young LLPthe Companies' independent accountants, in form and substance satisfactory to the Representatives Goldman and ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ and dated such Date of Delivery, substantially in the same form and substance as the respective letters letter furnished to the Representatives Goldman and ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ pursuant to Section 5(f) hereof, except that the “"specified date” " on the letters letter furnished pursuant to this paragraph shall be a date not more than five three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company’s other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company’s other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company Operating Partnership in the applicable Terms Agreement and any the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company Operating Partnership contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries Operating Partnership hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Representatives shall have received: (1) A certificate, certificate dated such Date of Delivery, of the Chairman President or a Vice President and Chief Executive Officer of the Company, as general partner of the Vice President Operating Partnership, and Controller, Chief Financial Officer and Treasurer the chief financial officer or Chief Accounting Officer of the Company or of any other authorized representative chief accounting officer of the Company, as general partner of the Operating Partnership, confirming that the certificate delivered at the Closing Time pursuant to Section 5(d) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinion of each of Sidley Austin Brown & Wood LLP, counsel for the Operating Partnership, ▇▇▇▇ ▇▇▇▇ ▇. ▇d s▇▇▇▇ance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(b)(i) hereof. (3) The favorable opinion of Clifford Chance US LLP, counsel for the Underwriters, dated su▇▇ ▇▇▇▇ of Delivery, General Counsel of relating to the Company, Option Underwritten Securities and Holland otherwise to the same effect as the opinion required by Section 5(c) hereof. (4) A letter from Ernst & Knight Young LLP, each in form and substance satisfactory to the Representatives and dated such Date of Delivery, to the effect that they reaffirm the statements made in the letter furnished pursuant to Subsection (e) of this Section 5, except that the "specified date" on the letter furnished pursuant to this paragraph shall be a date not more than three business days prior to such Date of Delivery. (5) The favorable opinion of Solomon and Weinberg LLP, special tax counsel for the CompanyOperating Partnershi▇, in form ▇▇ ▇▇rm and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions required by Section 5(b) hereof. (3) The favorable opinion of ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(c5(b)(ii) hereof. (4) Letters from PricewaterhouseCoopers LLP and Ernst & Young LLP, in form and substance satisfactory to the Representatives and dated such Date of Delivery, substantially in the same form and substance as the respective letters furnished to the Representatives pursuant to Section 5(f) hereof, except that the “specified date” on the letters furnished pursuant to this paragraph shall be a date not more than five business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company’s other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company’s other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and any the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Representatives Representative shall have received: (1i) A certificate, dated such Date of Delivery, of the Chairman President or President and Chief Executive Officer of the Company, of the a Vice President and Controller, Chief Financial Officer and Treasurer or Chief Accounting Officer of the Company and the chief financial officer or of any other authorized representative chief accounting officer of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(d) hereof remains true and correct as of such Date of Delivery. (2ii) The favorable opinion of each of Sidley Austin LLPKennedy Covington Lobdell & Hickman, ▇▇▇▇▇▇▇ ▇. ▇L.L.P., counsel for the C▇▇▇▇▇▇, General Counsel of the Company, and Holland & Knight LLP, each counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions required by Section 5(b) hereof. (3) The favorable opinion of ▇▇ ▇▇▇▇ ▇n▇ ▇▇▇▇▇anc▇ LLP, ▇▇▇▇▇factory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(b) hereof. (iii) The favorable opinion of McGuire, Woods, Battle & Boothe, LLP, counsel for the Underwriters, dated such Date of ▇▇▇▇▇▇ry, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(c) hereof. (4iv) Letters A letter from PricewaterhouseCoopers LLP (and Ernst & Young LLP, such other accountants) in form and substance satisfactory to the Representatives Representative and dated such Date of Delivery, substantially in the same form and substance as the respective letters letter furnished to the Representatives Representative pursuant to Section 5(f) hereof, except that the “"specified date” " on the letters letter furnished pursuant to this paragraph shall be a date not more than five three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company’s other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company’s other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and any Underwriters exercise their Underwriter exercises its option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Representatives Underwriter shall have received: (1i) A certificate, dated such Date of Delivery, of the Chairman or President and Chief Executive Officer of the Company, of the Vice President and Controller, Chief Financial Officer and Treasurer or Chief Accounting Officer of the Company and the chief financial officer or of any other authorized representative chief accounting officer of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(d) 5.03 hereof remains true and correct as of such Date of Delivery.; (2ii) The opinion of each of Sidley Austin LLP, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Senior Vice President, General Counsel of the Company, and Holland & Knight LLP, each counsel Secretary for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions required by Section 5(b) hereof. (3) The favorable opinion of ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the UnderwritersUnderwriter, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(c) 5.02 hereof.; and (4iii) Letters A letter from PricewaterhouseCoopers LLP and Ernst & Young LLPPricewaterhouseCoopers, in form and substance reasonably satisfactory to the Representatives Underwriter and dated such Date of Delivery, substantially in the same form and substance as the respective letters letter furnished to the Representatives Underwriter pursuant to Section 5(f) 5.05 hereof, except that the “"specified date” " on the letters letter furnished pursuant to this paragraph shall be a date not more than five three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company’s other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company’s other securities.; and

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company Operating Partnership in the applicable Terms Agreement and any the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company Operating Partnership contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries Operating Partnership hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Representatives shall have received: (1) A certificate, certificate dated such Date of Delivery, of the Chairman President or a Vice President and Chief Executive Officer of the Company, as general partner of the Vice President Operating Partnership, and Controller, Chief Financial Officer and Treasurer the chief financial officer or Chief Accounting Officer of the Company or of any other authorized representative chief accounting officer of the Company, as general partner of the Operating Partnership, confirming that the certificate delivered at the Closing Time pursuant to Section 5(d) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinion of each of Sidley Austin Brown & Wood LLP, ▇▇▇▇counsel for the Operat▇▇▇ ▇. ▇▇▇▇▇▇▇▇hip, General Counsel of the Company, ▇▇ form and Holland & Knight LLP, each substance satisfactory to counsel for the CompanyUnderwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(b)(i) hereof. (3) The favorable opinion of Clifford Chance US LLP, counsel for the Underwr▇▇▇▇▇, ▇ated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(c) hereof. (4) A letter from Ernst & Young LLP, in form and substance satisfactory to the Representatives and dated such Date of Delivery, to the effect that they reaffirm the statements made in the letter furnished pursuant to Subsection (e) of this Section 5, except that the "specified date" on the letter furnished pursuant to this paragraph shall be a date not more than three business days prior to such Date of Delivery. (5) The favorable opinion of Solomon and Weinberg LLP, special tax counsel for the Opera▇▇▇▇ ▇▇▇tnership, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions required by Section 5(b) hereof. (3) The favorable opinion of ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(c5(b)(ii) hereof. (4) Letters from PricewaterhouseCoopers LLP and Ernst & Young LLP, in form and substance satisfactory to the Representatives and dated such Date of Delivery, substantially in the same form and substance as the respective letters furnished to the Representatives pursuant to Section 5(f) hereof, except that the “specified date” on the letters furnished pursuant to this paragraph shall be a date not more than five business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company’s other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company’s other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and any the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company and the Operating Partnership contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries the Operating Partnership hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Representatives ▇▇▇▇▇▇▇ ▇▇▇▇▇ shall have received: (1) A certificate, dated such Date of Delivery, of the Chairman President or President and Chief Executive Officer of the Company, of the a Vice President and Controller, Chief Financial Officer and Treasurer or Chief Accounting Officer of the Company or of any other authorized representative for itself and as general partner of the Company, Operating Partnership and the chief financial officer or chief accounting officer of the Company for itself and as general partner of the Operating Partnership confirming that the certificate delivered at the Closing Time pursuant to Section 5(d) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinion of each of Sidley Austin LLP, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇L.L.P., General Counsel of the Company, and Holland & Knight LLP, each counsel for the Company, the Operating Partnership and the subsidiaries, in form and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions opinion required by Section 5(b) hereof. (3) The favorable opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP▇, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(c) hereof. (4) Letters A letter from PricewaterhouseCoopers LLP and Ernst & Young LLPthe accountants who certified the financial statements included in or incorporated by reference into the Registration Statements of the Prospectus, in form and substance reasonably satisfactory to the Representatives ▇▇▇▇▇▇▇ ▇▇▇▇▇ and dated such Date of Delivery, substantially in the same form and substance as the respective letters letter furnished to the Representatives ▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant to Section 5(f) hereof, except that the “"specified date” " on the letters letter furnished pursuant to this paragraph shall be a date not more than five three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company’s other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company’s other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company Operating Partnership in the applicable Terms Agreement and any the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company Operating Partnership contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries Operating Partnership hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Representatives shall have received: (1) A certificate, certificate dated such Date of Delivery, of the Chairman President or a Vice President and Chief Executive Officer of the Company, as general partner of the Vice President Operating Partnership, and Controller, Chief Financial Officer and Treasurer the chief financial officer or Chief Accounting Officer of the Company or of any other authorized representative chief accounting officer of the Company, as general partner of the Operating Partnership, confirming that the certificate delivered at the Closing Time pursuant to Section 5(d) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinion of each of Sidley Austin LLP, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Counsel of the Company, and Holland & Knight LLP, each counsel for the Operating Partnership and the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions opinion required by Section 5(b5(b)(i) hereof. (3) The favorable opinion of ▇▇▇▇▇ ▇▇▇▇▇ Chance US LLP, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(c) hereof. (4) Letters A letter from PricewaterhouseCoopers LLP and Ernst & Young LLP, in form and substance satisfactory to the Representatives and dated such Date of Delivery, substantially to the effect that they reaffirm the statements made in the same form and substance as the respective letters letter furnished to the Representatives pursuant to subsection (e) of this Section 5(f) hereof5, except that the “specified date” on the letters letter furnished pursuant to this paragraph shall be a date not more than five three business days prior to such Date of Delivery. (5) Since The favorable opinion of Solomon and ▇▇▇▇▇▇▇▇ LLP, special tax counsel for the time Operating Partnership and the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of execution of such Terms AgreementDelivery, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned relating to the Option Underwritten Securities or any of and otherwise to the Company’s other securities same effect as the opinion required by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company’s other securitiesSection 5(b)(ii) hereof.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and any the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Representatives shall have received: (1) A certificate, dated such Date of Delivery, of the Chairman Chairman, President or President and Chief Executive Officer of the Company, of the Vice President and Controller, Chief Financial Officer and Treasurer or Chief Accounting Officer President-Finance of the Company and the Controller or of any other authorized representative Treasurer of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(d) hereof remains true and correct as of such Date of Delivery. (2) The opinion of each of Sidley Austin LLP, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ & ▇▇▇▇, General Counsel of the Company, ▇ LLP and Holland & Knight LLPKnight, each counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions required by Section 5(b) hereof. (3) The favorable opinion of ▇Mayer, Brown, ▇▇▇▇ ▇▇▇▇▇ & Maw LLP, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(c) hereof. (4) Letters A letter from PricewaterhouseCoopers LLP and Ernst & Young LLP, in form and substance satisfactory to the Representatives and dated such Date of Delivery, substantially in the same form and substance as the respective letters letter furnished to the Representatives pursuant to Section 5(f) hereof, except that the “"specified date” " on the letters letter furnished pursuant to this paragraph shall be a date not more than five business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company’s 's other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company’s 's other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and any the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Debt Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Representatives ▇▇▇▇▇▇▇ ▇▇▇▇▇ shall have received: (1i) A a certificate, dated such Date of Delivery, of the Chairman President or President and Chief Executive Officer of the Company, of the a Vice President and Controller, Chief Financial Officer and Treasurer or Chief Accounting Officer of the Company and the chief financial officer or of any other authorized representative chief accounting officer of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(d) hereof remains true and correct as of such Date of Delivery.; (2ii) The the favorable opinion of each of Sidley Austin LLP, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇& Lardner, General Counsel of the Company, and Holland & Knight LLP, each special counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Debt Securities and otherwise to the same effect as the opinions opinion required by Section 5(b5(b)(1) hereof.; (3iii) The the favorable opinion of ▇▇▇▇▇ & ▇▇▇▇▇▇, counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Debt Securities and otherwise to the same effect as the opinion required by Section 5(b)(2) hereof; (iv) the favorable opinion of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ LLP& ▇▇▇▇ (Illinois), counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Debt Securities and otherwise to the same effect as the opinion required by Section 5(c) hereof.; and (4v) Letters a letter from PricewaterhouseCoopers LLP and Ernst & Young KPMG Peat Marwick LLP, in form and substance satisfactory to the Representatives ▇▇▇▇▇▇▇ ▇▇▇▇▇ and dated such Date of Delivery, substantially in the same form and substance as the respective letters letter furnished to the Representatives ▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant to Section 5(f) hereof, except that the “"specified date” " on the letters letter furnished pursuant to this paragraph shall be a date not more than five three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company’s other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company’s other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and any Underwriters exercise their option provided in Section 2 hereof to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, and the Representatives shall have received: (1) A certificateThe favorable opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special counsel for the Company, in form and substance satisfactory to counsel for the Underwriter, dated such Date of Delivery, of relating to the Chairman or President Option Securities and Chief Executive Officer of otherwise to the Company, of same effect as the Vice President opinion required by Sections 5(b)(1) and Controller, Chief Financial Officer and Treasurer or Chief Accounting Officer of the Company or of any other authorized representative of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(d5(b)(3) hereof remains true and correct as of such Date of Deliveryhereof. (2) The favorable opinion of each of Sidley Austin ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, reaffirming their opinion delivered at Closing Time pursuant to Section 5(b)(2) hereof. (3) The favorable opinion of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇▇▇ & Ingersoll, General Counsel of the Company, and Holland & Knight LLP, each Maryland corporate counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions opinion required by Section 5(b5(b)(4) hereof. (34) The favorable opinion of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇, General Counsel of the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, reaffirming his opinion delivered at Closing Time pursuant to Section 5(b)(5) hereof. (5) The favorable opinion of Sidley Austin LLP, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(cSections 5(b)(6) and 5(b)(7) hereof. (46) Letters A certificate of the President or a Vice President of the Company and the chief financial or chief accounting officer of the Company, dated such Date of Delivery, confirming that the certificate delivered at Closing Time pursuant to Section 5(c) hereof remains true and correct as of such Date of Delivery. (7) A letter from PricewaterhouseCoopers LLP and each of Ernst & Young LLP and PriceWaterhouseCoopers LLP, in form and substance satisfactory to the Representatives and Representatives, dated such Date of Delivery, substantially in the same form in scope and substance as the respective letters letter furnished to the Representatives pursuant to Section 5(f5(e) hereof, hereof except that the “specified date” on in the letters letter furnished pursuant to this paragraph subsection shall be a date not more than five three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there . If any condition specified in this Section shall not have occurred a downgrading inbeen fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notifying the Company at any time at or withdrawal ofprior to Closing Time, and such termination shall be without liability of any party to any other party except as provided in Section 4 hereof. Notwithstanding any such termination, the rating assigned to the Underwritten Securities or any provisions of the Company’s other securities by any such rating organizationSections 1, 4, 6, 7 and no such rating organization 8 shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company’s other securitiesremain in effect.

Over Allotment Option. In If the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and any U.S. Underwriters exercise their option provided in Section 2(b) hereof to purchase all or any portion of the U.S. Option Underwritten SecuritiesStock, the representations and warranties of the Company and the Operating Partnership contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries and the Operating Partnership hereunder shall be true and correct as of each Date of Delivery, and, at and the relevant Date of Delivery, the U.S. Representatives shall have received: (1i) A certificatecertificate of the Chief Executive Officer of the Company and the Operating Partnership and the chief financial or chief accounting officer of each such entity, dated such Date of Delivery, of the Chairman or President and Chief Executive Officer of the Company, of the Vice President and Controller, Chief Financial Officer and Treasurer or Chief Accounting Officer of the Company or of any other authorized representative of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(d) hereof remains true and correct as of such Date of Delivery. (2ii) The favorable opinion of each of Sidley Austin LLP, ▇▇▇▇▇Battle Fowl▇▇ ▇. ▇▇▇▇▇▇▇, General Counsel counsel for each of the Company, Company and Holland & Knight LLP, each counsel for the CompanyOperating Partnership, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities Stock and otherwise to the same effect as the opinions opinion and statement required by Section 5(b) hereof. (3iii) The favorable opinion of Hoga▇ & ▇▇art▇▇▇ ▇.▇▇▇▇ LLP.P., counsel for the U.S. Underwriters, dated such Date of Delivery, relating to the U.S. Option Underwritten Securities Stock and otherwise to the same effect as the opinion and statement required by Section 5(c) hereof. (4iv) Letters A letter from PricewaterhouseCoopers LLP and Ernst Coopers & Young LLPLybr▇▇▇ ▇.▇.P., in form and substance satisfactory to the Representatives and U.S. Representatives, dated such Date of Delivery, substantially in the same form in scope and substance as the respective letters letter furnished to the U.S. Representatives pursuant to Section 5(f) hereof, except that the “"specified date” on " in the letters letter furnished pursuant to this paragraph Section 5(m)(iv) shall be a date not more than five three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company’s other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company’s other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and any Underwriters International Managers exercise their option to purchase all or any portion of the International Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct in all material respects as of each Date of Delivery, and, at the relevant Date of Delivery, the Representatives Lead Manager shall have received: (1) A certificate, dated such Date of Delivery, of the Chairman President or President and Chief Executive Officer of the Company, of the a Vice President and Controller, Chief Financial Officer and Treasurer or Chief Accounting Officer of the Company and the chief financial officer or of any other authorized representative chief accounting officer of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(d5(f) hereof remains true and correct as of such Date of Delivery. (2) The opinion favorable opinions of each ▇▇▇▇▇▇ & ▇▇▇▇▇ and of Sidley Austin LLP▇▇▇▇▇▇, ▇▇▇▇▇▇▇ , ▇. ▇▇▇▇▇▇▇, General Counsel of the Company, and Holland ▇▇▇▇▇▇▇▇ & Knight LLP, each counsel for the Company, ▇▇▇▇▇▇▇ in form and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the International Option Underwritten Securities and otherwise to the same effect as the opinions required by Section 5(bSections 5(c) and 5(d) hereof, respectively. (3) The favorable opinion of ▇▇▇, ▇▇ ▇▇▇▇▇ LLP& ▇▇▇▇▇▇▇▇▇, PLLC, counsel for the Underwriters, dated such Date of Delivery, relating to the International Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(c5(e) hereof. (4) Letters A letter from PricewaterhouseCoopers LLP and Ernst ▇▇▇▇▇ & Young LLP, in form and substance reasonably satisfactory to the Representatives Lead Manager and dated such Date of Delivery, substantially in the same form and substance as the respective letters a letter furnished to the Representatives Lead Manager pursuant to Section 5(f5(g) hereof, except that the “"specified date” " on the letters letter furnished pursuant to this paragraph shall be a date not no more than five three business days prior to such Date of Delivery. (5) Since A letter from Deloitte & Touche LLP, in form and substance reasonably satisfactory to The Lead Manager and dated such Date of Delivery, substantially in the time same form and substance as a letter furnished to The Lead Manager pursuant to Section 5(j) hereof, except that the "specified date" on the letter furnished pursuant to this paragraph shall be a date no more than three business days prior to such Date of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company’s other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company’s other securitiesDelivery.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and any the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company and the Operating Partnership contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries the Operating Partnership hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Representatives Salomon shall have received: (1) A certificate, dated such Date of Delivery, of the Chairman President or President and Chief Executive Officer of the Company, of the a Vice President and Controller, Chief Financial Officer and Treasurer or Chief Accounting Officer of the Company or of any other authorized representative for itself and as general partner of the Company, Operating Partnership and the chief financial officer or chief accounting officer of the Company for itself and as general partner of the Operating Partnership confirming that the certificate delivered at the Closing Time pursuant to Section 5(d) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinion of each of Sidley Austin LLP, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇L.L.P., General Counsel of the Company, and Holland & Knight LLP, each counsel for the Company, the Operating Partnership and the subsidiaries, in form and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions opinion required by Section 5(b) hereof. (3) The favorable opinion of ▇▇▇▇▇▇▇▇ Chance ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(c) hereof. (4) Letters A letter from PricewaterhouseCoopers LLP and Ernst & Young LLPthe accountants who certified the financial statements included in or incorporated by reference into the Registration Statements of the Prospectus, in form and substance reasonably satisfactory to the Representatives Salomon and dated such Date of Delivery, substantially in the same form and substance as the respective letters letter furnished to the Representatives Salomon pursuant to Section 5(f) hereof, except that the “"specified date” " on the letters letter furnished pursuant to this paragraph shall be a date not more than five three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company’s other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company’s other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and any the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company and the Operating Partnership contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries the Operating Partnership hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Representatives shall have received: (1) A certificate, certificate dated such Date of Delivery, of the Chairman President or President and Chief Executive Officer of the Company, of the a Vice President and Controller, Chief Financial Officer and Treasurer or Chief Accounting Officer of the Company or of any other authorized representative for itself and as general partner of the Company, Operating Partnership and the chief financial officer or chief accounting officer of the Company for itself and as general partner of the Operating Partnership confirming that the certificate delivered at the Closing Time pursuant to Section 5(d) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinion of each of Sidley Austin LLP, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ & ▇▇▇▇, General Counsel of the Company, and Holland & Knight ▇ LLP, each counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions opinion required by Section 5(b5(b)(i) hereof. (3) The favorable opinion of ▇▇▇▇▇ ▇▇▇▇▇ Chance US LLP, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(c) hereof. (4) Letters A letter from PricewaterhouseCoopers LLP and Ernst & Young LLP, in form and substance satisfactory to the Representatives and dated such Date of Delivery, substantially in the same form and substance as the respective letters letter furnished to the Representatives pursuant to Section 5(f) hereof, except that the “"specified date” " on the letters letter furnished pursuant to this paragraph shall be a date not more than five three business days prior to such Date of Delivery. (5) Since The favorable opinion of Solomon and ▇▇▇▇▇▇▇▇ LLP, special tax counsel for the time Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of execution of such Terms AgreementDelivery, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned relating to the Option Underwritten Securities or any of and otherwise to the Company’s other securities same effect as the opinion required by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company’s other securitiesSection 5(b)(ii) hereof.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company PSEG in the applicable Terms Agreement and any the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company PSEG contained herein and the statements in any certificates furnished by the Company PSEG or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Representatives shall have received: (1) A certificate, dated such Date of Delivery, of the Chairman Chairman, the President or President and Chief Executive Officer of the Company, of the any Vice President and Controller, Chief Financial Officer and Treasurer or Chief Accounting Officer of the Company or of any other authorized representative of the CompanyPSEG, confirming that the certificate delivered at the Closing Time pursuant to Section 5(d5(e) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinion of each of Sidley Austin LLP, ▇▇either ▇▇▇▇▇ ▇. ▇▇▇▇▇, Esquire, Associate General Counsel of PSEG or R. ▇▇▇▇▇ ▇▇▇▇▇▇▇, Esquire, Senior Vice President and General Counsel of the Company, and Holland & Knight LLPPSEG, each counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions opinion required by Section 5(b) hereof. (3) The favorable opinion of A letter from ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, LLP, in form and substance satisfactory to counsel for the Underwriters dated such Date of Delivery, to the same effect as the letter required by Section 5(c) hereof. (4) The favorable opinion of Sidley ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(c5(d) hereof. (45) Letters A letter from PricewaterhouseCoopers LLP and Ernst Deloitte & Young Touche LLP, in form and substance satisfactory to the Representatives and dated such Date of Delivery, substantially in the same form and substance as the respective letters letter furnished to the Representatives pursuant to Section 5(f5(g) hereof, except that the “specified date” on in the letters letter furnished pursuant to this paragraph shall be a date not more than five three business days prior to such Date of Delivery. (56) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the CompanyPSEG’s other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the CompanyPSEG’s other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and any Underwriters exercise their option to purchase all or any portion of the Option Underwritten Preferred Securities, the representations and warranties of the Trust and the Company contained herein and the statements in any certificates furnished by the Trust or the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Representatives Representative shall have received: (1i) A certificate, dated such Date of Delivery, of the Chairman, the President, a Vice Chairman or President and Chief Executive Officer of the Company, of the a Vice President and Controller, Chief Financial Officer and Treasurer or Chief Accounting Officer of the Company or of any other authorized representative and of the Companychief financial officer or chief accounting officer or the Treasurer of the Company and of a Regular Trustee of the Trust, confirming that the certificate certificates delivered at the Closing Time pursuant to Section 5(d5(h) hereof remains remain true and correct as of such Date of Delivery. (2ii) The opinion opinions of each of Sidley Austin LLP, (i) ▇▇▇▇▇▇▇ & ▇. ▇▇▇▇▇, LLP, special counsel for the Company and (ii) ▇▇▇▇▇▇▇▇, General Counsel of ▇▇▇▇▇▇ & Finger, P.A., special Delaware counsel to the Company, and Holland & Knight LLPTrust, each counsel for the Company, in form and substance reasonably satisfactory to counsel for the UnderwritersRepresentative, dated such Date of Delivery, relating to the Option Underwritten Preferred Securities and otherwise to the same effect as the opinions required by Sections 5(b) and 5(d) hereof. (iii) The opinion of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, LLP, special tax counsel to the Trust and the Company, in form and substance reasonably satisfactory to the Representative, dated such Date of Delivery, relating to the Option Preferred Securities and otherwise to the same effect as the opinions required by Section 5(b5(c) hereof. (3iv) The favorable opinion of Sidley ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Preferred Securities and otherwise to the same effect as the opinion required by Section 5(c5(f) hereof. (4v) Letters A letter from PricewaterhouseCoopers LLP and Ernst & Young LLP, in form and substance reasonably satisfactory to the Representatives Representative and dated such Date of Delivery, substantially in the same form and substance as the respective letters letter furnished to the Representatives Underwriters pursuant to Section 5(f5(i) hereof, except that the “"specified date” " on the letters letter furnished pursuant to this paragraph shall be a date not more than five three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company’s other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company’s other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and any the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Representatives Representative shall have received: (1i) A certificate, dated such Date of Delivery, of the Chairman President or President and Chief Executive Officer of the Company, of the a Vice President and Controller, Chief Financial Officer and Treasurer or Chief Accounting Officer of the Company and the chief financial officer or of any other authorized representative chief accounting officer of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(d) hereof remains true and correct as of such Date of Delivery. (2ii) The favorable opinion of each of Sidley Austin LLP, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, General Counsel of the CompanyL.L.P., and Holland & Knight LLP, each counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions opinion required by Section 5(b5(d) hereof. (3iii) The favorable opinion of Fried, Frank, Harris, ▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLP▇▇▇▇, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Opinion Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(c) hereof. (4iv) Letters A letter from PricewaterhouseCoopers Price Waterhouse LLP (and Ernst & Young LLP, such other accountants) in form and substance satisfactory to the Representatives Representative and dated such Date of Delivery, substantially in the same form and substance as the respective letters letter furnished to the Representatives Representative pursuant to Section 5(f) hereof, except that the “"specified date” " on the letters letter furnished pursuant to this paragraph shall be a date not more than five three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company’s other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company’s other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and any Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Representatives shall have received: (1i) A certificate, dated such Date of Delivery, of the Chairman or President and Chief Executive Officer of the Company, of the Vice President and Controller, Chief Financial Officer and Treasurer or Chief Accounting Officer of the Company or of any other authorized representative an executive of the Company, confirming that the certificate certificates delivered at the Closing Time pursuant to Section 5(d5(h) hereof remains true and correct as of such Date of Delivery. (2ii) The opinion written opinion, dated such Date of each Delivery, of Sidley Austin LLPDe Brauw Blackstone Westbroek N.V., ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Counsel of the Company, and Holland & Knight LLP, each Dutch counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions opinion required by Section 5(b) hereof. (3iii) The favorable opinion of ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Underwriterswritten opinion, dated such Date of Delivery, of the office of the General Counsel of the Company, in form and substance satisfactory to counsel for the Underwriters, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(c) hereof. (4iv) Letters The written opinion or opinions, dated such Date of Delivery, of S▇▇▇▇▇▇▇ & C▇▇▇▇▇▇▇ LLP, U.S. counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(d) hereof. (v) The written opinion, dated such Date of Delivery, of D▇▇▇▇ ▇▇▇▇ & W▇▇▇▇▇▇▇, counsel for the Underwriters, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(e) hereof. (vi) The written opinion, dated such Date of Delivery, of KPMG Meijburg & Co., special Dutch tax counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(g) hereof. (vii) A letter, dated such Date of Delivery, from PricewaterhouseCoopers LLP and each of Ernst & Young LLPAccountants and KPMG Accountants N.V., in form and substance satisfactory to the Representatives and dated such Date of DeliveryRepresentatives, substantially in the same form and substance as the respective letters furnished to the Representatives pursuant to Section 5(f5(i) hereof, except that the “specified date” date on the letters furnished pursuant to this paragraph shall be a date not more than five three business days prior to such Date of Delivery. (5viii) Since A letter, dated such Date of Delivery, from each of M▇▇▇▇ s and S&P, or other evidence satisfactory to the time Representatives, confirming that the Securities are rated at least A2 , by M▇▇▇▇’▇ and A- by S&P and that since the date of execution of such Terms this Agreement, there shall not have occurred a no downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any other securities of the Company’s other securities Company by any such nationally recognized statistical rating organizationagency as that term is defined by the Commission for purposes of Rule 436(g)(2) under the 1933 Act has occurred, and no such rating organization shall have has publicly announced that it has under surveillance or review with possible negative implications review, that does not indicate an improvement, its rating of the Underwritten Securities or any other securities of the Company’s other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and any Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each the Date of Delivery, and, at the relevant Date of Delivery, the Representatives Representative shall have received: (1) A certificate, dated such Date of Delivery, of the Chairman President or President and Chief Executive Officer of the Company, of the a Vice President and Controller, Chief Financial Officer and Treasurer or Chief Accounting Officer of the Company and the chief financial officer or of any other authorized representative chief accounting officer of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(d) hereof remains true and correct as of such Date of Delivery. (2) The opinion favorable opinions of each of Sidley Austin LLP, Wils▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ & ▇osa▇▇, General Counsel of ▇▇ofessional Corporation, counsel for the Company, and Holland & Knight LLP, each Malaysian counsel for to the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions opinion required by Section 5(b) hereof. (3) The favorable opinion of Lath▇▇ & ▇atk▇▇▇▇▇ , ▇▇▇▇▇ LLP, counsel unsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(c) hereof. (4) Letters A letter from PricewaterhouseCoopers LLP and Ernst & Young KPMG LLP, in form and substance satisfactory to the Representatives Representative and dated such Date of Delivery, substantially in the same form and substance as the respective letters letter furnished to the Representatives Representative pursuant to Section 5(f) hereof, except that the “"specified date” " on the letters letter furnished pursuant to this paragraph shall be a date not more than five three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company’s other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company’s other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company Operating Partnership in the applicable Terms Agreement and any the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company Operating Partnership contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries Operating Partnership hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Representatives shall Merr▇▇▇ ▇▇▇c▇ ▇▇▇ll have received: (1) A certificate, certificate dated such Date of Delivery, of the Chairman Chief Executive Officer, President or a Vice President and Chief Executive Officer the chief financial officer or chief accounting officer of the Company, as the sole managing general partner of the Vice President and Controller, Chief Financial Officer and Treasurer or Chief Accounting Officer of the Company or of any other authorized representative of the Company, Operating Partnership confirming that the certificate delivered at the Closing Time pursuant to Section 5(d) hereof remains true and correct as of such Date of Delivery. (2) The opinion favorable opinions of each of Sidley Austin LLP, Bake▇ & ▇ani▇▇▇ ▇▇▇▇▇▇nsel for the Operating Partnership, and Jame▇ ▇. ▇▇▇▇▇▇▇, General ▇▇neral Counsel of to the Company, and Holland & Knight LLP, each counsel for the CompanyOperating Partnership, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions opinion required by Section 5(b) hereof. (3) The favorable opinion of Roge▇▇ & ▇▇▇ell▇ ▇▇▇▇▇ LLP, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(c) hereof. (4) Letters A letter from PricewaterhouseCoopers LLP and Ernst & Young LLPArth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇, in form and substance satisfactory to the Representatives and Merr▇▇▇ ▇▇▇c▇ ▇▇▇ dated such Date of Delivery, substantially in the same form and substance as the respective letters furnished to the Representatives pursuant to Section 5(f) hereof, except that the “specified date” on the letters furnished pursuant to this paragraph shall be a date not more than five business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company’s other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company’s other securities.letter

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company and the Operating Partnership in the applicable Terms Agreement and any the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company and the Operating Partnership contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries the Operating Partnership hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Representatives ▇▇▇▇▇▇▇ ▇▇▇▇▇ shall have received: (1) A certificate, certificate dated such Date of Delivery, of the Chairman President or President and Chief Executive Officer of the Company, of the a Vice President and Controller, Chief Financial Officer and Treasurer or Chief Accounting Officer of the Company or of any other authorized representative for itself and as general partner of the Company, Operating Partnership and the chief financial officer or chief accounting officer of the Company for itself and as general partner of the Operating Partnership confirming that the certificate delivered at the Closing Time pursuant to Section 5(d) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinion of each of Sidley Austin LLP, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Counsel of the Company, and Holland & Knight Wood LLP, each counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions opinion required by Section 5(b) hereof. (3) The favorable opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP▇, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(c) hereof. (4) Letters A letter from PricewaterhouseCoopers LLP and Ernst & Young LLP, in form and substance satisfactory to the Representatives ▇▇▇▇▇▇▇ ▇▇▇▇▇ and dated such Date of Delivery, substantially in the same form and substance as the respective letters letter furnished to the Representatives ▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant to Section 5(f) hereof, except that the “"specified date” " on the letters letter furnished pursuant to this paragraph shall be a date not more than five three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company’s other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company’s other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and any the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Representatives shall Merr▇▇▇ ▇▇▇c▇ ▇▇▇ll have received: (1) A certificate, dated such Date of Delivery, of the Chairman or President and Chief Executive Officer of the Company, of the or a Vice President and Controller, Chief Financial Officer and Treasurer or Chief Accounting Officer of the Company or of any other authorized representative and of the Company, chief financial or chief accounting officer of the Company on behalf of the Company confirming that the certificate delivered at the Closing Time pursuant to Section 5(d5(g) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinion of each Lath▇▇ & ▇atk▇▇▇, ▇▇unsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Sidley Austin LLPDelivery, relating to the Option Underwritten Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Sections 5(b) and 5(f) hereof. (3) The favorable opinion of Ball▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇& Ingersoll, General Counsel of the Company, and Holland & Knight LLP, each special Maryland counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect extent as the opinions opinion required by Section 5(bSections 5(c) and 5(f) hereof. (34) The favorable opinion of S. Eric ▇▇▇▇▇ ▇▇▇, ▇▇ LLP▇q., general counsel of the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect extent as the opinion required by Section 5(cSections 5(d) and 5(f) hereof. (45) Letters from PricewaterhouseCoopers LLP and Ernst The favorable opinion of Brow▇ & Young ▇ood LLP, in form and substance satisfactory to counsel for the Representatives and Underwriters, dated such Date of Delivery, substantially in the same form and substance as the respective letters furnished relating to the Representatives pursuant Option Underwritten Securities to Section 5(f) hereof, except that the “specified date” be purchased on the letters furnished pursuant to this paragraph shall be a date not more than five business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company’s other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company’s other securities.Delivery and

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and any Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Representatives shall have received: (1) A certificate, dated such Date of Delivery, of the Chairman or President and Chief Executive Officer of the Company, of the or Executive Vice President and Controller, Chief Financial Officer and Treasurer or Chief Accounting Officer of the Company and the Chief Accounting Officer or of any other authorized representative Treasurer of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(d) hereof remains true and correct as of such Date of Delivery. (2) The opinion of each of Sidley Austin LLP, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Counsel of the Company, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Counsel of United States Cellular Corporation, Holland & Knight LLP and ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, each counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions required by Section 5(b) hereof. (3) The favorable opinion of ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(c) hereof. (4) Letters from PricewaterhouseCoopers LLP and Ernst Deloitte & Young Touche LLP, in form and substance satisfactory to the Representatives and dated such Date of Delivery, substantially in the same form and substance as the respective letters furnished to the Representatives pursuant to Section 5(f) hereof, except that the “specified date” on the letters furnished pursuant to this paragraph shall be a date not more than five business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company’s other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company’s other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and any Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Representatives shall have received: (1) A certificate, dated such Date of Delivery, of the Chairman or President and Chief Executive Officer of the Company, of the Executive Vice President and Controller— Finance, Chief Financial Officer and Treasurer or Chief Accounting Officer of the Company or and of any other authorized representative of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(d) hereof remains true and correct as of such Date of Delivery. (2) The opinion of each of Sidley Austin LLP, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Counsel of the Company, and Holland & Knight LLP, each counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions required by Section 5(b) hereof. (3) The favorable opinion of ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(c) hereof. (4) Letters from PricewaterhouseCoopers LLP and Ernst & Young LLP, in form and substance satisfactory to the Representatives and dated such Date of Delivery, substantially in the same form and substance as the respective letters furnished to the Representatives pursuant to Section 5(f) hereof, except that the “specified date” on the letters furnished pursuant to this paragraph shall be a date not more than five business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company’s other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company’s other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and any the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Representatives Underwriters shall have received: (1) A certificate, dated such Date of Delivery, of the Chairman or President and Chief Executive Officer of the CompanyOfficer, of the Vice President and ControllerPresident, Chief Financial Officer and Treasurer or Chief Accounting Officer a Vice President of the Company and the chief financial officer or of any other authorized representative chief accounting officer of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(d5(f) hereof remains true and correct as of such Date of Delivery. (2) The opinion favorable opinions of each of Sidley Austin LLP, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Counsel of the Company, and Holland & Knight McGuireWoods LLP, each counsel for the Company, and Dow, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, PLLC, special counsel for the Company, each in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions required by Section Sections 5(b), 5(c) and 5(d) hereof. (3) The favorable opinion of Sidley ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(c5(e) hereof. (4) Letters A letter from PricewaterhouseCoopers LLP and Ernst & Young LLP, in form and substance satisfactory to the Representatives Underwriters and dated such Date of Delivery, substantially in the same form and substance as the respective letters letter furnished to the Representatives Underwriters pursuant to Section 5(f5(g) hereof, except that the “"specified date” " on the letters letter furnished pursuant to this paragraph shall be a date not more than five three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company’s 's other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company’s 's other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and any Underwriters exercise their option to purchase all or any portion of the Option Underwritten Preferred Securities, the representations and warranties of the Trust and the Company contained herein and the statements in any certificates furnished by the Trust or the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Representatives shall Merr▇▇▇ ▇▇▇c▇ ▇▇▇ll have received: (1) A certificate, dated such Date of Delivery, of the Chairman or President and Chief Executive Officer of Officer, the Company, of the President or a Vice President and Controller, Chief Financial Officer and Treasurer or Chief Accounting Officer of the Company and the chief financial officer or of any other authorized representative chief accounting officer of the CompanyCompany and of an Administrative Trustee of the Trust, confirming that the certificate certificates delivered at the Closing Time pursuant to Section 5(d5(f) hereof remains true and correct as of such Date of Delivery. (2) The opinion of each of Sidley Austin LLP, ▇▇▇▇▇(i) Isra▇▇ ▇. ▇▇▇▇▇, ▇▇, sistant General Counsel of the Company, and Holland (ii) Ball▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Knight LLP▇nge▇▇▇▇▇, each ▇▇P, counsel for the CompanyCompany and (iii) Rich▇▇▇▇, ▇▇▇▇▇▇ & ▇inger LLP, counsel to the Trust, each in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Preferred Securities and otherwise to the same effect as the opinions required by Section 5(b) hereof. (3) The favorable opinion of Ball▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇nge▇▇▇▇▇, ▇▇P, special tax counsel to the Trust and the Company, in form and substance satisfactory to the Underwriters, dated such Date of Delivery, relating to the Option Preferred Securities and otherwise to the same effect as the opinions required by Section 5(c) hereof. (4) The opinion of Brow▇ & ▇ood LLP, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Preferred Securities and otherwise to the same effect as the opinion required by Section 5(c5(e) hereof. (4) Letters from PricewaterhouseCoopers LLP and Ernst & Young LLP, in form and substance satisfactory to the Representatives and dated such Date of Delivery, substantially in the same form and substance as the respective letters furnished to the Representatives pursuant to Section 5(f) hereof, except that the “specified date” on the letters furnished pursuant to this paragraph shall be a date not more than five business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company’s other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company’s other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and any Underwriters exercise their option to purchase all or any portion of the Option Underwritten SecuritiesCRESTS Units, the representations and warranties of the Trust and the Company contained herein and the statements in any certificates furnished by the Trust or the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Representatives Banc of America shall have received: (1) A certificate, dated such Date of Delivery, of the Chairman or President and Chief Executive Officer of the Company, of the or a Vice President and Controller, Chief Financial Officer and Treasurer or Chief Accounting Officer of the Company and the chief financial officer or of any other authorized representative chief accounting officer of the CompanyCompany and of an Administrative Trustee of the Trust, confirming that the certificate certificates delivered at the Closing Time pursuant to Section 5(d5(f) hereof remains remain true and correct as of such Date of Delivery. (2) The opinion opinions of each of Sidley Austin LLP, ▇▇▇▇▇(i) Isra▇▇ ▇. ▇▇▇▇▇, ▇▇, sistant General Counsel of the Company, and Holland (ii) Ball▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Knight LLP▇nge▇▇▇▇▇, each ▇▇P, counsel for the CompanyCompany and (iii) Rich▇▇▇▇, ▇▇▇▇▇▇ & ▇inger, P.A., counsel to the Trust, each in form and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities CRESTS Units and otherwise to the same effect as the opinions required by Section 5(b) hereof. (3) The favorable opinion of Ball▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇nge▇▇▇▇▇, ▇▇P, special tax counsel to the Trust and the Company, in form and substance reasonably satisfactory to the Underwriters, dated such Date of Delivery, relating to the Option CRESTS Units and otherwise to the same effect as the opinions required by Section 5(c) hereof. (4) The opinion of Brow▇ & ▇ood LLP, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities CRESTS Units and otherwise to the same effect as the opinion required by Section 5(c5(e) hereof. (45) Letters A letter from PricewaterhouseCoopers LLP and Ernst & Young LLP, in form and substance reasonably satisfactory to the Representatives Underwriters and dated such Date of Delivery, substantially in the same form and substance as the respective letters letter furnished to the Representatives Underwriters pursuant to Section 5(f5(g) hereof, except that the “"specified date” " on the letters letter furnished pursuant to this paragraph shall be a date not more than five three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company’s other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company’s other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company PSEG in the applicable Terms Agreement and any the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company PSEG contained herein and the statements in any certificates furnished by the Company PSEG or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Representatives Representative shall have received: (1) A certificate, dated such Date of Delivery, of the Chairman Chairman, the President or President and Chief Executive Officer of the Company, of the any Vice President and Controller, Chief Financial Officer and Treasurer or Chief Accounting Officer of the Company or of any other authorized representative of the CompanyPSEG, confirming that the certificate delivered at the Closing Time pursuant to Section 5(d) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinion of each of Sidley Austin LLPeither James T. Foran, Esquire, Associate General Counsel or R. Edwin S▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇e, Vice President and General Counsel for P▇▇▇, General Counsel of the Company, and Holland & Knight LLP, each counsel for the Company, in ▇▇▇▇ ▇▇ form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions opinion required by Section 5(b) hereof. (3) The favorable opinion of ▇▇▇▇▇ ▇▇▇▇▇ Sidley Austin Brown & Wood LLP, counsel for the Underwriters, dated such Date of Deliverysuc▇ ▇▇▇▇ ▇▇ ▇▇liv▇▇▇, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(c) hereof. (4) Letters A letter from PricewaterhouseCoopers LLP and Ernst Deloitte & Young Touche LLP, in form and substance satisfactory to the Representatives Representative and dated such Date of Delivery, substantially in the same form and substance as the respective letters letter furnished to the Representatives Representative pursuant to Section 5(f) hereof, except that the “"specified date” on " in the letters letter furnished pursuant to this paragraph shall be a date not more than five three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company’s PSEG's other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company’s PSEG's other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and any the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Representatives [_______________] shall have received: (1) A certificate, dated such Date of Delivery, of the Chairman President or President and Chief Executive Officer of the Company, of the a Vice President and Controller, Chief Financial Officer and Treasurer or Chief Accounting Officer of the Company and the chief financial officer or of any other authorized representative chief accounting officer of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(d) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinion of each of Sidley Austin LLP, ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇& ▇▇▇▇▇▇, General Counsel of the Company, and Holland & Knight LLP, each counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions opinion required by Section 5(b) hereof. (3) The favorable opinion of Winthrop, Stimson, ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP▇▇▇, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(c) hereof. (4) Letters A letter from PricewaterhouseCoopers LLP and Ernst Coopers & Young LLP, ▇▇▇▇▇▇▇ L.L.P. in form and substance satisfactory to the Representatives [_______________] and dated such Date of Delivery, substantially in the same form and substance as the respective letters letter furnished to the Representatives [_______________] pursuant to Section 5(f) hereof, except that the “"specified date” " on the letters letter furnished pursuant to this paragraph shall be a date not more than five three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company’s other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company’s other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and any Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Representatives Banc of America shall have received: (1) A certificate, dated such Date of Delivery, of the Chairman or President and Chief Executive Officer of the Company, of the or a Vice President and Controller, Chief Financial Officer and Treasurer or Chief Accounting Officer of the Company and the chief financial officer or of any other authorized representative chief accounting officer of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(d5(f) hereof remains true and correct as of such Date of Delivery. (2) The opinion opinions of each of Sidley Austin LLP, ▇▇▇▇▇(i) Isra▇▇ ▇. ▇▇▇▇▇, ▇▇, sistant General Counsel of the CompanyCompany and (ii) Ball▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇ngersoll, and Holland & Knight LLP, each counsel for the Company, each in form and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions required by Section 5(b) hereof. (3) The favorable opinion of Brow▇ & ▇ood ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(c5(e) hereof. (4) Letters A letter from PricewaterhouseCoopers LLP and Ernst & Young LLP, in form and substance reasonably satisfactory to the Representatives Underwriters and dated such Date of Delivery, substantially in the same form and substance as the respective letters letter furnished to the Representatives Underwriters pursuant to Section 5(f5(g) hereof, except that the “"specified date” " on the letters letter furnished pursuant to this paragraph shall be a date not more than five three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms this Underwriting Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any other securities of the Company’s other securities Company by any such nationally recognized statistical rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any other securities of the Company’s other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and any the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Representatives Delivery [Managing Underwriter] shall have received: (1) A certificate, dated such Date of Delivery, of the Chairman President or President and Chief Executive Officer of the Company, of the a Vice President and Controller, Chief Financial Officer and Treasurer or Chief Accounting Officer of the Company and the chief financial officer or of any other authorized representative chief accounting officer of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(d) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinion of each of Sidley Austin LLP, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Latham & Watkins and the General Counsel of the Company, and Holland & Knight LLP, each counsel for Company an▇ ▇▇▇nse▇ ▇▇▇ the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions opinion required by Section 5(b) hereof. (3) The favorable opinion of ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(c) hereof. (4) Letters A letter from PricewaterhouseCoopers LLP and Ernst & Young LLP[independent auditor], in form and substance satisfactory to the Representatives [Managing Underwriter] and dated such Date of Delivery, substantially in the same form and substance as the respective letters letter furnished to the Representatives [Managing Underwriter] pursuant to Section 5(f) hereof, except that the “"specified date” " on the letters letter furnished pursuant to this paragraph shall be a date not more than five three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company’s 's other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company’s 's other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and any the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Representatives shall have received: (1) A certificate, dated such Date of Delivery, of the Chairman Chairman, President or President and Chief Executive Officer of the Company, of the Vice President and Controller, Chief Financial Officer and Treasurer or Chief Accounting Officer President-Finance of the Company and the Controller or of any other authorized representative Treasurer of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(d) hereof remains true and correct as of such Date of Delivery. (2) The opinion of each of Sidley Austin LLP, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ & ▇▇▇▇, General Counsel of the Company, ▇ LLP and Holland & Knight LLPKnight, each counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions required by Section 5(b) hereof. (3) The favorable opinion of ▇Mayer, Brown, ▇▇▇▇ ▇▇▇▇▇ & Maw LLP, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(c) hereof. (4) Letters A letter from PricewaterhouseCoopers LLP and Ernst & Young LLP, in form and substance satisfactory to the Representatives and dated such Date of Delivery, substantially in the same form and substance as the respective letters letter furnished to the Representatives pursuant to Section 5(f) hereof, except that the “specified date” on the letters letter furnished pursuant to this paragraph shall be a date not more than five business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company’s other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company’s other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and any the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Representatives shall Merr▇▇▇ ▇▇▇c▇ ▇▇▇ll have received: (1) A certificate, dated such Date of Delivery, of the Chairman Chairman, Vice Chairman, President or a Vice President and Chief Executive Officer of the Company, Company and of the Vice President and Controller, Chief Financial Officer and Treasurer or Chief Accounting Officer of the Company or of any other authorized representative of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(d) hereof remains true and correct as of such Date of Delivery.; (2) The favorable opinion of each of Sidley Austin LLP, ▇▇▇▇Rich▇▇▇ ▇. ▇▇▇▇, ▇▇., ▇▇neral Counsel for the Company and Thom▇▇▇▇ ▇▇▇▇▇▇, General Counsel of the Company, and Holland & Knight LLP, each counsel ▇▇unsel for the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions opinion required by Section 5(b) hereof.; (3) The favorable opinion of Brow▇ & ▇▇▇▇▇ ▇▇▇▇▇ ood LLP, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(c) hereof.; and (4) Letters A letter from PricewaterhouseCoopers LLP and Ernst & Young KMPG Peat Marwick LLP, in form and substance satisfactory to the Representatives and Merr▇▇▇ ▇▇▇c▇ ▇▇▇ dated such Date of Delivery, substantially in the same form and substance as the respective letters letter furnished to the Representatives pursuant Merr▇▇▇ ▇▇▇c▇ ▇▇▇suant to Section 5(f) hereof, except that the “"specified date” " on the letters letter furnished pursuant to this paragraph shall be a date not more than five three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company’s other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company’s other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and any the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company and the Operating Partnership contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries the Operating Partnership hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Representatives shall have received: (1) A certificate, certificate dated such Date of Delivery, of the Chairman President or President and Chief Executive Officer of the Company, of the a Vice President and Controller, Chief Financial Officer and Treasurer or Chief Accounting Officer of the Company or of any other authorized representative for itself and as general partner of the Company, Operating Partnership and the chief financial officer or chief accounting officer of the Company for itself and as general partner of the Operating Partnership confirming that the certificate delivered at the Closing Time pursuant to Section 5(d) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinion of each of Sidley Austin Brown & Wood LLP, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Counsel of the Company, and Holland & Knight LLP, each counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions required by Section 5(b) hereof. (3) The favorable opinion of ▇▇substa▇▇▇ ▇▇▇▇▇▇▇▇tor▇ LLP, ▇▇ counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(b)(i) hereof. (3) The favorable opinion of Clifford Chance US LLP, counsel for the Underwriters, dated such Dat▇ ▇▇ ▇▇▇ivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(c) hereof. (4) Letters A letter from PricewaterhouseCoopers LLP and Ernst & Young LLP, in form and substance satisfactory to the Representatives and dated such Date of Delivery, substantially in the same form and substance as the respective letters letter furnished to the Representatives pursuant to Section 5(f) hereof, except that the “"specified date” " on the letters letter furnished pursuant to this paragraph shall be a date not more than five three business days prior to such Date of Delivery. (5) Since The favorable opinion of Solomon and Weinberg LLP, special tax counsel for the time Company, in form and subst▇▇▇▇ ▇▇▇isfactory to counsel for the Underwriters, dated such Date of execution of such Terms AgreementDelivery, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned relating to the Option Underwritten Securities or any of and otherwise to the Company’s other securities same effect as the opinion required by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company’s other securitiesSection 5(b)(ii) hereof.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company Operating Partnership in the applicable Terms Agreement and any the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company Transaction Entities contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries Transaction Entities hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Representatives ▇▇▇▇▇▇▇ ▇▇▇▇▇ shall have received: (1) A certificate, certificate dated such Date of Delivery, of (x) the Chairman or President and Chief Executive Officer of the CompanyOfficer, of the President or a Vice President and Controller, Chief Financial Officer and Treasurer the chief financial officer or Chief Accounting Officer chief accounting officer of the Company or of any other authorized representative for itself, as a general partner of the CompanyOperating Partnership and as the sole general partner of SPG, L.P. and (y) the Chief Executive Officer, President or a Vice-President and the chief financial or accounting officer of SD Property, for itself and as managing general partner of the Operating Partnership, confirming that the certificate delivered at the Closing Time pursuant to Section 5(d) hereof remains true and correct as of such Date of Delivery. (2) The opinion favorable opinions of each of Sidley Austin LLP▇▇▇▇, Weiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, special securities counsel for the Transaction Entities, Piper & Marbury, LLP, special Maryland counsel to the Transaction Entities, Vorys, ▇▇▇▇▇, ▇▇▇▇▇▇▇ and ▇▇▇▇▇, special Ohio counsel to the Transaction Entities and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Counsel of to the Company, and Holland & Knight LLP, each counsel for the CompanyTransaction Entities, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions opinion required by Section 5(b) hereof. (3) The favorable opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP▇, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(c) hereof. (4) Letters A letter from PricewaterhouseCoopers LLP and Ernst & Young ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, in form and substance satisfactory to the Representatives ▇▇▇▇▇▇▇ ▇▇▇▇▇ and dated such Date of Delivery, substantially in the same form and substance as the respective letters letter furnished to the Representatives ▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant to Section 5(f) hereof, except that the “"specified date” " on the letters letter furnished pursuant to this paragraph shall be a date not more than five three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company’s other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company’s other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and any the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Representatives shall have received: (1) A certificate, dated such Date of Delivery, of the Chairman Chairman, President or President and Chief Executive Officer of the Company, of the Vice President and Controller, Chief Financial Officer and Treasurer or Chief Accounting Officer President-Finance of the Company and the Controller or of any other authorized representative Treasurer of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(d) hereof remains true and correct as of such Date of Delivery. (2) The opinion of each of Sidley Austin LLP, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ & ▇▇▇▇, General Counsel of the Company, ▇ LLP and Holland & Knight LLPKnight, each counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions required by Section 5(b) hereof. (3) The favorable opinion of ▇Mayer, Brown, ▇▇▇▇ ▇▇▇▇▇ & Maw LLP, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(c) hereof. (4) Letters A letter from PricewaterhouseCoopers LLP and Ernst & Young LLP, in form and substance satisfactory to the Representatives and dated such Date of Delivery, substantially in the same form and substance as the respective letters letter furnished to the Representatives pursuant to Section 5(f) hereof, except that the “"specified date” " on the letters letter furnished pursuant to this paragraph shall be a date not more than five three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company’s 's other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company’s 's other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and any the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Representatives Representative shall have received: (1i) A certificate, dated such Date of Delivery, of the Chairman President or President and Chief Executive Officer of the Company, of the a Vice President and Controller, Chief Financial Officer and Treasurer or Chief Accounting Officer of the Company and the chief financial officer or of any other authorized representative chief accounting officer of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(d) hereof remains true and correct as of such Date of Delivery. (2ii) The favorable opinion of each of Sidley Austin LLP, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, General Counsel of the CompanyL.L.P., and Holland & Knight LLP, each counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions opinion required by Section 5(b) hereof. (3iii) The favorable opinion of McGuire, Woods, Battle & ▇▇▇▇▇ ▇▇▇▇▇ , LLP, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Opinion Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(c) hereof. (4iv) Letters A letter from PricewaterhouseCoopers LLP (and Ernst & Young LLP, such other accountants) in form and substance satisfactory to the Representatives Representative and dated such Date of Delivery, substantially in the same form and substance as the respective letters letter furnished to the Representatives Representative pursuant to Section 5(f) hereof, except that the “"specified date” " on the letters letter furnished pursuant to this paragraph shall be a date not more than five three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company’s other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company’s other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and any the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company and the Operating Partnership contained herein and the statements in any certificates furnished by the Company Company, the Operating Partnership or any of its their respective subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Representatives shall Merr▇▇▇ ▇▇▇c▇ ▇▇▇ll have received: (1) A certificate, dated such Date of Delivery, of the Chairman or President and President, Chief Executive Officer or a Vice President of the Company, Company and of the Vice President and Controller, Chief Financial Officer and Treasurer or Chief Accounting Officer chief accounting officer of the Company or of any other authorized representative on behalf of the Company, Company and on behalf of the Company in its capacity as general partner of the Operating Partnership confirming that the certificate delivered at the Closing Time pursuant to Section 5(d5(e) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinion of each of Sidley Austin LLPRoge▇▇ & ▇ell▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Counsel of the Company, and Holland & Knight LLP, each counsel unsel for the CompanyCompany and the Operating Partnership, in form and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinions opinion required by Section Sections 5(b) and 5(d) hereof. (3) The favorable opinion of Brow▇ & ▇▇▇▇▇ ▇▇▇▇▇ ood LLP, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities to be purchased on such Date of Delivery and otherwise to the same effect as the opinion required by Section Sections 5(c) and 5(d) hereof. (4) Letters A letter from PricewaterhouseCoopers LLP and Ernst Coopers & Young LLPLybr▇▇▇ ▇.▇.P., in form and substance satisfactory to the Representatives and Merr▇▇▇ ▇▇▇c▇ ▇▇▇ dated such Date of Delivery, substantially in the same form in scope and substance as the respective letters letter furnished to the Representatives pursuant Merr▇▇▇ ▇▇▇c▇ ▇▇▇suant to Section 5(f5(f)(1) hereof, except that the “"specified date” on " in the letters letter furnished pursuant to this paragraph Section 5(m) (4) shall be a date not more than five business three days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company’s 's or Operating Partnership's other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company’s 's or the Operating Partnership's other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company PSEG in the applicable Terms Agreement and any the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company PSEG contained herein and the statements in any certificates furnished by the Company PSEG or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Representatives Representative shall have received: (1) A certificate, dated such Date of Delivery, of the Chairman Chairman, the President or President and Chief Executive Officer of the Company, of the any Vice President and Controller, Chief Financial Officer and Treasurer or Chief Accounting Officer of the Company or of any other authorized representative of the CompanyPSEG, confirming that the certificate delivered at the Closing Time pursuant to Section 5(d) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinion of each of Sidley Austin LLPeither James T. Foran, ▇▇▇▇▇▇▇ ▇. Esquire, Associate General Counsel or R. Edwin ▇▇▇▇▇▇▇, ▇▇▇▇▇re, Vice President and General Counsel of the Companyfor ▇▇▇▇, and Holland & Knight LLP, each counsel for the Company, in ▇▇▇▇ ▇▇ form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions opinion required by Section 5(b) hereof. (3) The favorable opinion of ▇▇▇▇▇ ▇▇▇▇▇ Sidley Austin Brown & Wood LLP, counsel for the Underwriters, dated such Date of Deliverysu▇▇ ▇▇▇▇ ▇▇ ▇eli▇▇▇▇, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(c) hereof. (4) Letters A letter from PricewaterhouseCoopers LLP and Ernst Deloitte & Young Touche LLP, in form and substance satisfactory to the Representatives Representative and dated such Date of Delivery, substantially in the same form and substance as the respective letters letter furnished to the Representatives Representative pursuant to Section 5(f) hereof, except that the “"specified date” on " in the letters letter furnished pursuant to this paragraph shall be a date not more than five three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company’s PSEG's other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company’s PSEG's other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and any the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Representatives applicable Manager or the Co-Managers, as the case may be, shall have received: (1) A certificate, dated such Date of Delivery, of the Chairman Chairman, President or President and Chief Executive Officer of the Company, of the Vice President and Controller, Chief Financial Officer and Treasurer or Chief Accounting Officer President-Finance of the Company and the Controller or of any other authorized representative Treasurer of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(d) hereof remains true and correct as of such Date of Delivery. (2) The opinion of each of Sidley Austin LLP, ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. & ▇▇▇▇▇▇▇, General Counsel of the Company, and Holland & Knight LLP, each counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions required by Section 5(b) hereof. (3) The favorable opinion of ▇▇▇▇▇ ▇, ▇▇▇▇▇ LLP& ▇▇▇▇▇, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(c) hereof. (4) Letters A letter from PricewaterhouseCoopers LLP and Ernst & Young ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, in form and substance satisfactory to the Representatives applicable Manager or the Co-Managers, as the case may be, and dated such Date of Delivery, substantially in the same form and substance as the respective letters letter furnished to the Representatives applicable Manager or the Co-Managers, as the case may be, pursuant to Section 5(f) hereof, except that the “specified date” on the letters letter furnished pursuant to this paragraph shall be a date not more than five three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company’s other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company’s other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and any Underwriters exercise their option to purchase all or any portion of the Option Underwritten Capital Securities, the representations and warranties of the Trust and the Company contained herein and the statements in any certificates furnished by the Trust or the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Representatives Representative shall have received: (1i) A certificate, dated such Date of Delivery, of the Chairman, the President, a Vice Chairman or President and Chief Executive Officer of the Company, of the a Vice President and Controller, Chief Financial Officer and Treasurer or Chief Accounting Officer of the Company or of any other authorized representative and of the Companychief financial officer or chief accounting officer of the Company and of an Administrative Trustee of the Trust, confirming that the certificate certificates delivered at the Closing Time pursuant to Section 5(d5(g) hereof remains remain true and correct as of such Date of Delivery. (2ii) The opinion opinions of each of Sidley Austin LLP, (i) ▇▇▇▇▇▇▇ Procter LLP, counsel for the Company and (ii) ▇. ▇▇▇▇▇▇▇, General Counsel of ▇▇▇▇▇▇ & Finger, P.A., counsel to the Company, and Holland & Knight LLPTrust, each counsel for the Company, in form and substance reasonably satisfactory to counsel for the UnderwritersRepresentative, dated such Date of Delivery, relating to the Option Underwritten Capital Securities and otherwise to the same effect as the opinions required by Sections 5(b) and 5(d) hereof. (iii) The opinion of ▇▇▇▇▇▇▇ Procter LLP, special tax counsel to the Trust and the Company, in form and substance reasonably satisfactory to the Representative, dated such Date of Delivery, relating to the Option Capital Securities and otherwise to the same effect as the opinions required by Section 5(b5(c) hereof. (3iv) The favorable opinion of Sidley ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Capital Securities and otherwise to the same effect as the opinion required by Section 5(c5(f) hereof. (4v) Letters A letter from PricewaterhouseCoopers LLP and Ernst & Young ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, in form and substance reasonably satisfactory to the Representatives Representative and dated such Date of Delivery, substantially in the same form and substance as the respective letters letter furnished to the Representatives Underwriters pursuant to Section 5(f5(h) hereof, except that the “"specified date” " on the letters letter furnished pursuant to this paragraph shall be a date not more than five three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company’s other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company’s other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and any Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Representatives shall have received: (1) A certificate, dated such Date of Delivery, of the Chairman or President and Chief Executive Officer of the Company, of the Vice President and Controller, Chief Financial Officer and Treasurer or Chief Accounting Officer of the Company or and of any other authorized representative of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(d) hereof remains true and correct as of such Date of Delivery. (2) The opinion of each of Sidley Austin LLP, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Counsel of the Company, and Holland & Knight LLP, each counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions required by Section 5(b) hereof. (3) The favorable opinion of ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(c) hereof. (4) Letters from PricewaterhouseCoopers LLP and Ernst Deloitte & Young Touche LLP, in form and substance satisfactory to the Representatives and dated such Date of Delivery, substantially in the same form and substance as the respective letters furnished to the Representatives pursuant to Section 5(f) hereof, except that the “specified date” on the letters furnished pursuant to this paragraph shall be a date not more than five business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company’s other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company’s other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and any the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Representatives shall have received: (1) A certificate, dated such Date of Delivery, of the Chairman Chairman, President or Executive Vice President and Chief Executive Officer of the Company, of the Vice President and Controller, Chief Financial Officer and Treasurer or Chief Accounting Officer of the Company and the Controller or of any other authorized representative Treasurer of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(d) hereof remains true and correct as of such Date of Delivery. (2) The opinion of each of Sidley Austin ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇▇▇▇▇ & ▇. ▇▇▇▇▇ and ▇▇▇▇▇▇▇, General Counsel of the Company, and Holland ▇▇ & Knight LLP▇▇▇▇▇▇▇, each counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions required by Section 5(b) hereof. (3) The favorable opinion of ▇Mayer, Brown, ▇▇▇▇ ▇▇▇▇▇ & Maw LLP, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(c) hereof. (4) Letters A letter from PricewaterhouseCoopers LLP and Ernst & Young LLP, in form and substance satisfactory to the Representatives and dated such Date of Delivery, substantially in the same form and substance as the respective letters letter furnished to the Representatives pursuant to Section 5(f) hereof, except that the “specified date” on the letters letter furnished pursuant to this paragraph shall be a date not more than five business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company’s other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company’s other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and any the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Representatives shall have received: (1) A certificate, dated such Date of Delivery, of the Chairman or President and Chief Executive Officer of the Company, of the Vice President and Controller, Chief Financial Officer and Treasurer or Chief Accounting Officer of the Company and the chief financial officer or of any other authorized representative chief accounting officer of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(d) hereof remains true and correct as of such Date of Delivery. (2) The opinion of each ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇, counsel for the Company, together with the opinion of Sidley Austin LLP, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Vice President, General Counsel of the Company, and Holland & Knight LLP, each counsel Secretary for the Company, each in form and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions opinion required by Section 5(b) hereof. (3) The favorable opinion of ▇▇▇▇▇ ▇▇▇▇▇ LLP, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(c) hereof. (4) Letters A letter from PricewaterhouseCoopers LLP and Ernst & Young LLPPricewaterhouseCoopers, in form and substance reasonably satisfactory to the Representatives and dated such Date of Delivery, substantially in the same form and substance as the respective letters letter furnished to the Representatives pursuant to Section 5(f) hereof, except that the “"specified date” " on the letters letter furnished pursuant to this paragraph shall be a date not more than five three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company’s 's other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company’s 's other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and any the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Representatives Delivery ▇▇▇▇▇▇▇ ▇▇▇▇▇ shall have received: (1) A certificate, dated such Date of Delivery, of the Chairman President or President and Chief Executive Officer of the Company, of the a Vice President and Controller, Chief Financial Officer and Treasurer or Chief Accounting Officer of the Company and the chief financial officer or of any other authorized representative chief accounting officer of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(d) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinion of each ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, the General Counsel of Sidley Austin LLP, the Company and/or ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Counsel of the Company, and Holland & Knight LLP, each counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions opinion required by Section 5(b) hereof. (3) The favorable opinion of ▇▇▇▇▇ ▇& ▇▇▇▇ LLPllp, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(c) hereof. (4) Letters A letter from PricewaterhouseCoopers LLP and Ernst & Young LLP, in form and substance satisfactory to the Representatives ▇▇▇▇▇▇▇ ▇▇▇▇▇ and dated such Date of Delivery, substantially in the same form and substance as the respective letters letter furnished to the Representatives ▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant to Section 5(f) hereof, except that the “"specified date” " on the letters letter furnished pursuant to this paragraph shall be a date not more than five three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company’s 's other securities by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company’s 's other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and any the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Representatives Underwriters shall have received: (1) A certificate, dated such Date of Delivery, of the Chairman or President and Chief Executive Officer Officer, President or Executive Vice President of the Company, of Company and the Vice President and Controller, Chief Financial Officer and Treasurer or Chief Accounting Officer of the Company or of any other authorized representative of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(d5(e) hereof remains true and correct as of such Date of Delivery. (2) The opinion favorable opinions of each of Sidley Austin LLP, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Counsel of the Company, Company and Holland ▇▇▇▇▇▇ & Knight ▇▇▇▇▇▇▇▇▇ LLP, each counsel for the CompanyCompany and the Guarantors, each in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions required by Section Sections 5(b) and 5(c) hereof. (3) The favorable opinion of Sidley ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(c5(d) hereof. (4) Letters A letter from PricewaterhouseCoopers LLP and Ernst Deloitte & Young Touche LLP, in form and substance satisfactory to the Representatives Underwriters and dated such Date of Delivery, substantially in the same form and substance as the respective letters letter furnished to the Representatives Underwriters pursuant to Section 5(f) hereof, except that the “specified date” on the letters letter furnished pursuant to this paragraph shall be a date not more than five three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company’s other securities by any such nationally recognized statistical rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company’s other securities.

Over Allotment Option. In the event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and any the Underwriters exercise their option to purchase all or any portion of the Option Underwritten Securities, the representations and warranties of the Company and the Operating Partnership contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries the Operating Partnership hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Representatives shall have received: (1) A certificate, certificate dated such Date of Delivery, of the Chairman President or President and Chief Executive Officer of the Company, of the a Vice President and Controller, Chief Financial Officer and Treasurer or Chief Accounting Officer of the Company or of any other authorized representative for itself and as general partner of the Company, Operating Partnership and the chief financial officer or chief accounting officer of the Company for itself and as general partner of the Operating Partnership confirming that the certificate delivered at the Closing Time pursuant to Section 5(d) hereof remains true and correct as of such Date of Delivery. (2) The favorable opinion of each of Sidley Austin Brown & Wood LLP, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, General Counsel of the Company, and Holland & Knight LLP, each counsel for the Company, in form and substance satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinions required by Section 5(b) hereof. (3) The favorable opinion of ▇▇▇substan▇▇ ▇▇▇▇▇▇▇▇▇ory ▇▇ LLP, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(b)(i) hereof. (3) The favorable opinion of Clifford Chance US LLP, counsel for the Underwriters, dated such Date ▇▇ ▇▇▇▇very, relating to the Option Underwritten Securities and otherwise to the same effect as the opinion required by Section 5(c) hereof. (4) Letters A letter from PricewaterhouseCoopers LLP and Ernst & Young LLP, in form and substance satisfactory to the Representatives and dated such Date of Delivery, substantially in the same form and substance as the respective letters letter furnished to the Representatives pursuant to Section 5(f) hereof, except that the “"specified date” " on the letters letter furnished pursuant to this paragraph shall be a date not more than five three business days prior to such Date of Delivery. (5) Since The favorable opinion of Solomon and Weinberg LLP, special tax counsel for the time Company, in form and substa▇▇▇ ▇▇▇▇sfactory to counsel for the Underwriters, dated such Date of execution of such Terms AgreementDelivery, there shall not have occurred a downgrading in, or withdrawal of, the rating assigned relating to the Option Underwritten Securities or any of and otherwise to the Company’s other securities same effect as the opinion required by any such rating organization, and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company’s other securitiesSection 5(b)(ii) hereof.