Common use of Execution of Agreement Clause in Contracts

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

Execution of Agreement. The Subject AgentXxxxx Fargo’s obligations under obligation to execute and deliver this Agreement shall be subject to the satisfaction of the following conditions in connection with and on the date of the execution of this Agreement: (a) the Company shall have delivered to the Subject AgentXxxxx Fargo: (i) an officers’ officer’s certificate signed by two of its executive officers of the Company (one of whom shall be the Chief Financial Officer or other senior financial officer) and of the general partner of the Operating Partnership certifying as to the matters set forth in Exhibit B C hereto; (ii) an opinion and, if not covered in such opinion, a opinions and negative assurance letter of Baker, Donelson, Bearman, Xxxxxxxx Barack Xxxxxxxxxx Xxxxxxxxx & Xxxxxxxxx, PCXxxxxxxxx LLP, counsel for the Company, addressed to Xxxxx Fargo and dated the Agents date of this Agreement, in the form of Xxxxxxxx X-0, X-0 and D-3 hereto. In giving its opinion, such counsel may rely (i) as to all matters of fact, upon representations, statements or certificates of public officials and statements of officers, directors, partners, employees and representatives of and accountants for each of the Company and its Subsidiaries, (ii) as to matters of Maryland law, on the opinion of McGuireWoods LLP, Baltimore, Maryland, and (iii) as to the good standing and qualification of the Company and the Operating Partnership to do business in any state or jurisdiction, upon certificates of appropriate government officials and letters from Corporation Service Company, copies of which have been furnished to you; (iii) an opinion of McGuireWoods LLP, special Maryland counsel to the Company, addressed to Xxxxx Fargo and dated the date of this Agreement, in the form of Exhibit C E hereto; (iii) (Aiv) a “comfort” letter from Ernst & Young of PricewaterhouseCoopers LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to the Company and the Operating Partnership contained or incorporated by reference in the Registration Statement and the Prospectus, and (B) a “comfort” letter from Deloitte & Touche LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to Colonial and Colonial LP contained or incorporated by reference in the Registration Statement and the Prospectus; (iv) a certificate signed by its Chief Financial Officer, in the form of Exhibit D hereto, certifying as to historical and pro forma financial statements, if any, and certain other financial, numerical and statistical data, in each case not covered by the “comfort” letter referred to in Section 5(a)(iii) hereofrequest; (v) evidence reasonably satisfactory to the Subject Agent Xxxxx Fargo and its counsel that the Shares have been approved for listing on the Exchange, subject only to notice of issuance on or before the date hereof; (vi) resolutions duly adopted by the Company’s board of directors, and certified by an officer of the Company, authorizing the Company’s execution of this Agreement and the consummation by the Company of the transactions contemplated hereby, including the issuance of the Shares; and (vii) such other documents as the Subject Agent Xxxxx Fargo shall reasonably request; and (b) The Subject Agent Xxxxx Fargo shall have received a letter, which shall include legal opinions an opinion and negative assurance statements, letter of Sidley Austin Xxxxxxxx Chance US LLP, counsel to the Agents, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request. In giving its opinion, such counsel may rely (A) as to matters of Maryland law, on the opinion of McGuireWoods LLP, Baltimore, Maryland, which opinion shall be in form and substance reasonably satisfactory to counsel for the Agents and (B) as to the good standing and qualification of the Company, the Corporate Subsidiaries and the Partnership Subsidiaries to do business in any state or jurisdiction, upon certificates of appropriate governmental officials or opinions of counsel in such jurisdictions.

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

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

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

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

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

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

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

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

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

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

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

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

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

Execution of Agreement. The Subject Agent’s obligations under Rxxxxxx Xxxxx’x obligation to execute this Agreement shall be subject to the satisfaction of the following conditions in connection with and on the intended date of the execution of this Agreement: (a) the Company shall have delivered to the Subject AgentRxxxxxx Jxxxx: (i) an officers’ certificate signed by two of its executive officers of the Company (one of whom shall be the Chief Financial Officer or other senior financial officer) and of the general partner of the Operating Partnership certifying as to the matters set forth in Exhibit B hereto; (ii) an opinion and, if not covered in such opinion, a opinions and negative assurance letter letters of Baker, Donelson, Bearman, Xxxxxxxx the Company’s Chief Legal Officer and Vorys Sxxxx Xxxxxxx & Xxxxxxxxx, PCPxxxx LLP, counsel for the Company, addressed to the Agents Rxxxxxx Jxxxx and dated the date of this Agreement, in the form of Exhibit C heretoand substance reasonably satisfactory to Rxxxxxx Jxxxx and its counsel; (iii) (A) a “comfort” letter from Ernst & Young of Cxxxx Hxxxxxx LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements Agreement and certain financial information of or relating to the Company and the Operating Partnership contained or incorporated by reference in the Registration Statement and the Prospectus, and (B) a “comfort” letter from Deloitte & Touche LLP, addressed to the Agents Rxxxxxx Jxxxx, in a form reasonably satisfactory to Rxxxxxx Jxxxx and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to Colonial and Colonial LP contained or incorporated by reference in the Registration Statement and the Prospectusits counsel; (iv) a certificate signed by evidence reasonably satisfactory to Rxxxxxx Jxxxx and its Chief Financial Officer, in counsel that the form of Exhibit D hereto, certifying as to historical and pro forma financial statements, if any, and certain other financial, numerical and statistical data, in each case not covered by the “comfort” letter referred to in Section 5(a)(iii) hereofRegistration Statement remains effective; (v) evidence reasonably satisfactory to the Subject Agent Rxxxxxx Jxxxx and its counsel that the Shares have been approved for listing will be listed on the Exchange, subject only to notice of issuance on at or before the date hereoftime of purchase on the relevant Purchase Date; (vi) resolutions duly adopted by the Company’s board of directors, and certified by an officer of the Company, authorizing (A) the Registration Statement, (B) the Company’s execution of this Agreement Agreement, and (C) the consummation by the Company of the transactions contemplated hereby, including the issuance of the SharesShares and such other matters as are customary for the transaction contemplated herein; and (vii) such other documents as the Subject Agent Rxxxxxx Jxxxx shall reasonably request; and (b) The Subject Agent Rxxxxxx Jxxxx shall have received from Mxxxxxxx & Fxxxxxxx LLP: (i) a letterfavorable opinion; and (ii) a letter with respect to Rule 10b-5 of the Exchange Act, which shall include legal opinions and negative assurance statements, of Sidley Austin LLP, counsel in a form reasonably satisfactory to the Agents, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably requestRxxxxxx Jxxxx.

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

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

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

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

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

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

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

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

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

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

Execution of Agreement. The Subject Agent’s obligations of the Agents, the Forward Sellers and the Forward Purchasers under this Agreement shall be subject to the satisfaction of the following conditions in connection with and on the date of the execution of this Agreement: (a) the Company EQR and ERP shall have delivered to the Subject AgentAgents, the Forward Sellers and the Forward Purchasers: (i) an officers’ certificate signed by two officers of the Company EQR (one of whom shall be the Chief Financial Officer or other senior financial officer) and of the general partner of the Operating Partnership ERP certifying as to the matters set forth in Exhibit B C hereto; (ii) an opinion and, if not covered in such opinion, a negative assurance letter of Baker, Donelson, Bearman, Xxxxxxxx & Xxxxxxxxx, PCDLA Piper LLP (US), counsel for the CompanyTransaction Entities, an opinion of DLA Piper LLP (US) regarding certain tax matters and an opinion of the General Counsel of EQR, addressed to the Agents Agents, the Forward Sellers and the Forward Purchasers and dated the date of this Agreement, in the form of Exhibit C X-0, Xxxxxxx X-0 and Exhibit D-3, respectively, hereto; (iii) (A) a “comfort” letter from Ernst & Young LLP, addressed to the Agents Agents, the Forward Sellers and the Forward Purchasers and dated the date of this Agreement, addressing such matters as the Agents Agents, the Forward Sellers and the Forward Purchasers may reasonably request with respect to the financial statements and certain financial information of or relating to the Company and the Operating Partnership contained or incorporated by reference in the Registration Statement and the Prospectus, and (B) a “comfort” letter from Deloitte & Touche LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to Colonial and Colonial LP contained or incorporated by reference in the Registration Statement and the Prospectusrequest; (iv) a certificate signed by its EQR’s Chief Financial Officer, in the form of Exhibit D heretoOfficer , certifying as to historical and pro forma financial statements, if any, and certain other financial, numerical and statistical data, in each case data not covered by the “comfort” letter referred to in Section 5(a)(iii) hereofhereof in a form reasonably acceptable to the Agents, the Forward Sellers and the Forward Purchasers; (v) evidence reasonably satisfactory to the Subject Agent Agents, the Forward Sellers and its the Forward Purchasers and their counsel that the Securities (including a number of Common Shares at least equal to the aggregate Capped Number under all outstanding Forward Contracts entered into between the Company and any Forward Purchaser) have been approved for listing on the Exchange, subject only to notice of issuance on or before the date hereof;; and (vi) resolutions duly adopted by the CompanyEQR’s board of directorstrustees, and certified by an officer of the CompanyEQR, authorizing the Company’s execution of this Agreement and the Master Forward Confirmation by EQR and ERP and the consummation by the Company EQR and ERP of the transactions contemplated herebyhereby and thereby, including the issuance and sale of the SharesSecurities; and (vii) such other documents as the Subject Agent Agents, the Forward Sellers and the Forward Purchasers shall reasonably request; and. (b) The Subject Agent Agents, the Forward Sellers and the Forward Purchasers shall have received a letterletter or letters, which shall include legal opinions and negative assurance statements, of Sidley Austin Xxxxxxxx & Xxxxxxxx LLP, counsel to the Agents, the Forward Sellers and the Forward Purchasers, addressed to the Agents Agents, the Forward Sellers and the Forward Purchasers and dated the date of this Agreement, addressing such matters as the Agents Agents, the Forward Sellers and the Forward Purchasers may reasonably request.

Execution of Agreement. The Subject AgentKCA’s obligations under obligation to execute this Agreement shall be subject to the satisfaction of the following conditions in connection with and on the intended date of the execution of this Agreement: (a) the Company shall have delivered to the Subject AgentKCA: (i) an officers’ certificate signed by two of its executive officers of the Company (one of whom shall be the Chief Financial Officer or other senior financial officer) and of the general partner of the Operating Partnership certifying as to the matters set forth in Exhibit B hereto; (ii) an opinion andof Xxxx, if not covered in such opinionWeiss, a negative assurance letter of BakerRifkind, DonelsonXxxxxxx & Xxxxxxxx LLP, Bearman, Xxxxxxxx & Xxxxxxxxx, PC, corporate counsel for to the Company, addressed to KCA and dated January 18, 2011, as to the Agents matters set forth in Exhibit C hereto, with only such departures from such form as Xxxxxxxx & Xxxxxxxx LLP, counsel for KCA, shall have approved; (iii) an opinion of Xxxx Xxxxx LLP, Colorado counsel to the Company, addressed to KCA and dated the date of this Agreement, as to the matters set forth in the Exhibit D hereto, with only such departures from such form of Exhibit C heretoas Xxxxxxxx & Xxxxxxxx LLP, counsel for KCA, shall have approved; (iiiiv) an opinion of Xxxxxxx Xxxxx LLP, Canadian counsel to the Company, addressed to KCA and dated January 18, 2011, as to the matters set forth in Exhibit E hereto, with only such departures from such form as Xxxxxxxx & Xxxxxxxx LLP, counsel for KCA, shall have approved; (Av) a “comfort” letter from Ernst & Young of KPMG LLP, dated the date of this Agreement and addressed to KCA, in a form reasonably satisfactory to KCA and its counsel, as to matters set forth in Exhibit F hereto; (vi) a letter from XxXxxxxx & Associates Consultants Ltd., the Agents company’s resources engineers addressed to KCA and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to the Company and the Operating Partnership contained or incorporated by reference matters set forth in the Registration Statement and the ProspectusExhibit G, and (B) a “comfort” letter from Deloitte & Touche LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to Colonial and Colonial LP contained or incorporated by reference in the Registration Statement and the Prospectushereto; (iv) a certificate signed by its Chief Financial Officer, in the form of Exhibit D hereto, certifying as to historical and pro forma financial statements, if any, and certain other financial, numerical and statistical data, in each case not covered by the “comfort” letter referred to in Section 5(a)(iii) hereof; (vvii) evidence reasonably satisfactory to KCA and its counsel that the Subject Agent Registration Statement remains effective; (viii) evidence reasonably satisfactory to KCA and its counsel that the Shares have been approved submitted for approval for listing on the Exchange, subject only to notice of issuance on at or before the date hereoftime of purchase on the relevant Purchase Date; (viix) resolutions duly adopted by the Company’s board of directors, and certified by an officer of the Company, authorizing the Registration Statement, Company’s execution of this Agreement and the consummation by the Company of the transactions contemplated hereby, including the issuance of the SharesShares and such other matters as are customary for the transactions contemplated hereby; and (viix) such other documents as the Subject Agent KCA shall reasonably request; and (b) The Subject Agent KCA shall have received the favorable opinion of Xxxxxxxx & Xxxxxxxx LLP (i) a letterfavorable opinion, which shall include legal opinions and negative assurance statements, of Sidley Austin LLP, counsel as to the Agentsmatters set forth in Exhibit H hereto, addressed and (ii) a letter with respect to Rule 10b-5 of the Exchange Act, as to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably requestset forth in Exhibit I hereto.

Execution of Agreement. The Subject AgentJPMS’s obligations under obligation to execute and deliver this Agreement shall be subject to the satisfaction of the following conditions in connection with and on the date of the execution of this Agreement: (a) the Company shall have delivered to the Subject AgentJPMS: (i) an officers’ officer’s certificate signed by two of its executive officers of the Company (one of whom shall be the Chief Financial Officer or other senior financial officer) and of the general partner of the Operating Partnership certifying as to the matters set forth in Exhibit B C hereto; (ii) an opinion and, if not covered in such opinion, a opinions and negative assurance letter of Baker, Donelson, Bearman, Xxxxxxxx Barack Xxxxxxxxxx Xxxxxxxxx & Xxxxxxxxx, PCXxxxxxxxx LLP, counsel for the Company, addressed to JPMS and dated the Agents date of this Agreement, in the form of Xxxxxxxx X-0, X-0 and D-3 hereto. In giving its opinion, such counsel may rely (i) as to all matters of fact, upon representations, statements or certificates of public officials and statements of officers, directors, partners, employees and representatives of and accountants for each of the Company and its Subsidiaries, (ii) as to matters of Maryland law, on the opinion of McGuireWoods LLP, Baltimore, Maryland, and (iii) as to the good standing and qualification of the Company and the Operating Partnership to do business in any state or jurisdiction, upon certificates of appropriate government officials and letters from Corporation Service Company, copies of which have been furnished to you; (iii) an opinion of McGuireWoods LLP, special Maryland counsel to the Company, addressed to JPMS and dated the date of this Agreement, in the form of Exhibit C E hereto; (iii) (Aiv) a “comfort” letter from Ernst & Young of PricewaterhouseCoopers LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to the Company and the Operating Partnership contained or incorporated by reference in the Registration Statement and the Prospectus, and (B) a “comfort” letter from Deloitte & Touche LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to Colonial and Colonial LP contained or incorporated by reference in the Registration Statement and the Prospectus; (iv) a certificate signed by its Chief Financial Officer, in the form of Exhibit D hereto, certifying as to historical and pro forma financial statements, if any, and certain other financial, numerical and statistical data, in each case not covered by the “comfort” letter referred to in Section 5(a)(iii) hereofrequest; (v) evidence reasonably satisfactory to the Subject Agent JPMS and its counsel that the Shares have been approved for listing on the Exchange, subject only to notice of issuance on or before the date hereof; (vi) resolutions duly adopted by the Company’s board of directors, and certified by an officer of the Company, authorizing the Company’s execution of this Agreement and the consummation by the Company of the transactions contemplated hereby, including the issuance of the Shares; and (vii) such other documents as the Subject Agent JPMS shall reasonably request; and (b) The Subject Agent JPMS shall have received a letter, which shall include legal opinions an opinion and negative assurance statements, letter of Sidley Austin Xxxxxxxx Chance US LLP, counsel to the Agents, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request. In giving its opinion, such counsel may rely (A) as to matters of Maryland law, on the opinion of McGuireWoods LLP, Baltimore, Maryland, which opinion shall be in form and substance reasonably satisfactory to counsel for the Agents and (B) as to the good standing and qualification of the Company, the Corporate Subsidiaries and the Partnership Subsidiaries to do business in any state or jurisdiction, upon certificates of appropriate governmental officials or opinions of counsel in such jurisdictions.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Execution of Agreement. The Subject AgentKCM’s obligations under obligation to execute this Agreement shall be subject to the satisfaction of the following conditions in connection with and on the intended date of the execution of this Agreement: (a) the Company shall have delivered to the Subject AgentKCM: (i) an officers’ certificate signed by two of its executive officers of the Company (one of whom shall be the Chief Financial Officer or other senior financial officer) and of the general partner of the Operating Partnership certifying as to the matters set forth in Exhibit B hereto; (ii) an opinion and, if not covered in such opinion, a negative assurance letter of Baker, Donelson, Bearman, Xxxxxxxx Xxxxxx & Xxxxxxxxx, PCXxxxxx L.L.P., counsel for to the Company, addressed to the Agents KCM and dated the date of this Agreement, as to the matters set forth in the form of Exhibit C hereto, with only such departures from such form as Xxxxxxxx & Xxxxxxxx LLP, counsel for KCM, shall have approved; (iii) (A) a “comfort” letter from Ernst an opinion of Xxxxx, Tarrant & Young Xxxxx LLP, counsel to the Company, addressed to the Agents KCM and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating matters set forth in Exhibit D hereto, with only such departures from such form as Xxxxxxxx & Xxxxxxxx LLP, counsel to the Company and the Operating Partnership contained or incorporated by reference in the Registration Statement and the ProspectusKCM, and shall have approved; (Biv) a “comfort” letter letters from Deloitte & Touche each of BDO USA, LLP and UHY LLP, dated the date of this Agreement and addressed to KCM, in forms reasonably satisfactory to KCM and its counsel as to the matters set forth in Exhibit E and Exhibit F, hereto, respectively; (v) Letters from each of NSAI and D&M, addressed to the Agents KCM and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements matters set forth in Exhibit G and certain financial information of or relating to Colonial and Colonial LP contained or incorporated by reference in the Registration Statement and the ProspectusExhibit H, hereto, respectively; (iv) a certificate signed by its Chief Financial Officer, in the form of Exhibit D hereto, certifying as to historical and pro forma financial statements, if any, and certain other financial, numerical and statistical data, in each case not covered by the “comfort” letter referred to in Section 5(a)(iii) hereof; (vvi) evidence reasonably satisfactory to the Subject Agent KCM and its counsel that the Shares Registration Statement remains effective; (vii) evidence reasonably satisfactory to KCM and its counsel that the Units have been approved for listing on the Exchange, subject only to notice of issuance on at or before the date hereoftime of purchase on the relevant Purchase Date; (viviii) resolutions duly adopted by the Company’s board of directors, and certified by an officer of the Company, authorizing the Registration Statement, Company’s execution of this Agreement and the consummation by the Company of the transactions contemplated hereby, including the issuance of the SharesUnits and such other matters as are customary for the transactions contemplated hereby; and (viiix) such other documents as the Subject Agent KCM shall reasonably request; and (b) The Subject Agent KCM shall have received from Xxxxxxxx & Xxxxxxxx LLP: (i) a letterfavorable opinion, which shall include legal opinions and negative assurance statements, of Sidley Austin LLP, counsel as to the Agentsmatters set forth in Exhibit I hereto, addressed and (ii) a letter with respect to Rule 10b-5 of the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably requestExchange Act.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Execution of Agreement. The Subject Agent’s obligations of the Agents, the Forward Sellers and the Forward Purchasers under this Agreement shall be subject to the satisfaction of the following conditions in connection with and on the date of the execution of this Agreement: (a) the Company EQR and ERP shall have delivered to the Subject AgentAgents, the Forward Sellers and the Forward Purchasers: (i) an officers’ certificate signed by two officers of the Company EQR (one of whom shall be the Chief Financial Officer or other senior financial officer) and of the general partner of the Operating Partnership ERP certifying as to the matters set forth in Exhibit B C hereto; (ii) an opinion and, if not covered in such opinion, a and negative assurance letter statement of Baker, Donelson, Bearman, Xxxxxxxx & Xxxxxxxxx, PCDLA Piper LLP (US), counsel for the CompanyTransaction Entities, addressed to an opinion of DLA Piper LLP (US) regarding certain tax matters, and an opinion of the Agents and dated the date General Counsel of this AgreementEQR, in the form forms set forth in Exhibit X-0, Xxxxxxx X-0 and Exhibit D-3, respectively, hereto; provided that, in giving the opinions required by this Section 5(a)(ii), such counsel may rely (A) as to all matters of Exhibit C heretofact, upon certificates and written statements of officers and employees of and accountants for EQR and ERP, and (B) as to the qualification and good standing of each of EQR, ERP or any of their subsidiaries to do business in any state or jurisdiction, upon certificates of appropriate government officials or opinions of counsel in such jurisdictions; (iii) (A) a “comfort” letter from Ernst & Young LLP, addressed to the Agents Agents, the Forward Sellers and the Forward Purchasers and dated the date of this Agreement, addressing such matters as the Agents Agents, the Forward Sellers and the Forward Purchasers may reasonably request with respect to the financial statements and certain financial information of or relating to the Company and the Operating Partnership contained or incorporated by reference in the Registration Statement and the Prospectus, and (B) a “comfort” letter from Deloitte & Touche LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to Colonial and Colonial LP contained or incorporated by reference in the Registration Statement and the Prospectusrequest; (iv) a certificate signed by its EQR’s Chief Financial Officer, in the form of Exhibit D hereto, certifying as to historical and pro forma financial statements, if any, and certain other financial, numerical and statistical data, in each case data not covered by the “comfort” letter referred to in Section 5(a)(iii) hereofhereof in a form reasonably acceptable to the Agents, the Forward Sellers and the Forward Purchasers; (v) evidence reasonably satisfactory to the Subject Agent Agents, the Forward Sellers and its the Forward Purchasers and their counsel that the Shares Securities have been approved for listing on the Exchange, subject only to notice of issuance on or before the date hereof; (vi) resolutions duly adopted by the CompanyEQR’s board of directorstrustees or a duly authorized committee thereof, and certified by an officer of the CompanyEQR, authorizing the Company’s execution of this Agreement and the Master Forward Confirmation by EQR and ERP and the consummation by the Company EQR and ERP of the transactions contemplated herebyhereby and thereby, including the issuance and sale of the SharesSecurities; and (vii) such other documents as the Subject Agent Agents, the Forward Sellers and the Forward Purchasers shall reasonably request; and. (b) The Subject Agent Agents, the Forward Sellers and the Forward Purchasers shall have received a letterletter or letters, which shall include legal opinions and negative assurance statements, of Sidley Austin Xxxxxxxx & Xxxxxxxx LLP, counsel to the Agents, the Forward Sellers and the Forward Purchasers, addressed to the Agents Agents, the Forward Sellers and the Forward Purchasers and dated the date of this Agreement, addressing such matters as the Agents Agents, the Forward Sellers and the Forward Purchasers may reasonably request.

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

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

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

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

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

Execution of Agreement. The Subject Agent’s obligations under this Agreement shall be subject to the satisfaction of the following conditions in connection with and on the date of the execution of this Agreement: (a) the Company shall have delivered to the Subject Agent: (i) an officers’ certificate signed by two of its executive officers of the Company (one of whom shall be the Chief Financial Officer or other senior financial officer) and of the general partner of the Operating Partnership certifying as to the matters set forth in Exhibit B hereto; (ii) an opinion andof Gablx & Xotwxxx, if not covered in such opinionX Professional Corporation, a negative assurance letter of Baker, Donelson, Bearman, Xxxxxxxx & Xxxxxxxxx, PC, special counsel for to the Company, addressed to the Agents and dated the date of this AgreementAgreement and addressed to Raymxxx Xxxex, in the xx a form of Exhibit C heretoreasonably satisfactory to Raymxxx Xxxex xxx its counsel; (iii) a negative assurance statement of Gablx & Xotwxxx, X Professional Corporation, special counsel to the Company, dated the date of this Agreement and addressed to Raymxxx Xxxex, xx a form reasonably satisfactory to Raymxxx Xxxex xxx its counsel (Aiv) a “comfort” letter from Ernst & Young of PricewaterhouseCoopers LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements Agreement and certain financial information of or relating to the Company and the Operating Partnership contained or incorporated by reference in the Registration Statement and the Prospectus, and (B) a “comfort” letter from Deloitte & Touche LLP, addressed to the Agents and dated the date of this AgreementRaymxxx Xxxex, addressing such matters as the Agents may xx a form reasonably request with respect satisfactory to the financial statements and certain financial information of or relating to Colonial and Colonial LP contained or incorporated by reference in the Registration Statement and the Prospectus; (iv) a certificate signed by Raymxxx Xxxex xxx its Chief Financial Officer, in the form of Exhibit D hereto, certifying as to historical and pro forma financial statements, if any, and certain other financial, numerical and statistical data, in each case not covered by the “comfort” letter referred to in Section 5(a)(iii) hereofcounsel; (v) a reserve engineer letter from Rydex Xxxxx, xxted the date of this Agreement and addressed to Raymxxx Xxxex, xx a form reasonably satisfactory to Raymxxx Xxxex xxx its counsel; (vi) evidence reasonably satisfactory to Raymxxx Xxxex xxx its counsel that the Subject Agent and Registration Statement remains effective; (vii) evidence reasonably satisfactory to Raymxxx Xxxex xxx its counsel that the Shares have been approved for listing on the Exchange, subject only to notice of issuance on and evidence of satisfactory distribution at or before the date hereoftime of purchase on the relevant Purchase Date; (viviii) resolutions duly adopted by the Board of Directors of the Company’s board of directors, and certified by an officer of the Company, authorizing the Company’s execution of this Agreement and the consummation by the Company of the transactions contemplated hereby, including the issuance and sale of the Shares; and (viiix) such other documents as the Subject Agent shall reasonably request; and. (b) The Subject Agent shall Raymxxx Xxxex xxxll have received from Morrxxxx & Xoerxxxx XXX: (i) a letterfavorable opinion; and (ii) a letter with respect to Rule 10b-5 of the Exchange Act, which shall include legal opinions and negative assurance statements, of Sidley Austin LLP, counsel in a form reasonably satisfactory to the Agents, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably requestRaymxxx Xxxex.

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

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

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

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

Execution of Agreement. The Subject AgentXxxxx Fargo’s obligations under obligation to execute and deliver this Agreement shall be subject to the satisfaction of the following conditions in connection with and on the date of the execution of this Agreement: (a) the Company shall have delivered to the Subject AgentXxxxx Fargo: (i) an officers’ officer’s certificate signed by two of its executive officers of the Company (one of whom shall be the Chief Financial Officer or other senior financial officer) and of the general partner of the Operating Partnership certifying as to the matters set forth in Exhibit B C hereto; (ii) an opinion and, if not covered in such opinion, a opinions and negative assurance letter of Baker, Donelson, Bearman, Xxxxxxxx Barack Xxxxxxxxxx Xxxxxxxxx & Xxxxxxxxx, PCXxxxxxxxx LLP, counsel for the Company, addressed to Xxxxx Fargo and dated the Agents date of this Agreement, in the form of Xxxxxxxx X-0, X-0 and D-3 hereto. In giving its opinions, such counsel may rely (i) as to all matters of fact, upon representations, statements or certificates of public officials and statements of officers, directors, partners, employees and representatives of and accountants for each of the Company and its subsidiaries, (ii) as to matters of Maryland law, on the opinion of McGuireWoods LLP, Baltimore, Maryland, and (iii) as to the good standing and qualification of the Company and the Operating Partnership to do business in any state or jurisdiction, upon certificates of appropriate government officials and letters from Corporation Service Company, copies of which have been furnished to you; (iii) an opinion of McGuireWoods LLP, special Maryland counsel to the Company, addressed to Xxxxx Fargo and dated the date of this Agreement, in the form of Exhibit C E hereto; (iii) (Aiv) a “comfort” letter from Ernst & Young of PricewaterhouseCoopers LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to the Company and the Operating Partnership contained or incorporated by reference in the Registration Statement and the Prospectus, and (B) a “comfort” letter from Deloitte & Touche LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to Colonial and Colonial LP contained or incorporated by reference in the Registration Statement and the Prospectus; (iv) a certificate signed by its Chief Financial Officer, in the form of Exhibit D hereto, certifying as to historical and pro forma financial statements, if any, and certain other financial, numerical and statistical data, in each case not covered by the “comfort” letter referred to in Section 5(a)(iii) hereofrequest; (v) evidence reasonably satisfactory to the Subject Agent Xxxxx Fargo and its counsel that the Shares have been approved for listing on the Exchange, subject only to notice of issuance on or before the date hereof; (vi) resolutions duly adopted by the Company’s board of directors, and certified by an officer of the Company, authorizing the Company’s execution of this Agreement and the consummation by the Company of the transactions contemplated hereby, including the issuance of the Shares; and (vii) such other documents as the Subject Agent Xxxxx Fargo shall reasonably request; and (b) The Subject Agent Xxxxx Fargo shall have received a letter, which shall include legal opinions an opinion and negative assurance statements, letter of Sidley Austin Xxxxxxxx Chance US LLP, counsel to the Agents, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request. In giving its opinion, such counsel may rely (A) as to matters of Maryland law, on the opinion of McGuireWoods LLP, Baltimore, Maryland, which opinion shall be in form and substance reasonably satisfactory to counsel for the Agents and (B) as to the good standing and qualification of the Company to do business in any state or jurisdiction, upon certificates of appropriate governmental officials or opinions of counsel in such jurisdictions.

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

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

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

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

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

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

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

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

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

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

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

Execution of Agreement. The Subject Agent’s obligations under this Agreement shall be subject to the satisfaction of the following conditions in connection with and on the date of the execution of this Agreement: (a) the Company Partnership shall have delivered to the Subject Agent: (i) an officers’ officer’s certificate signed by two officers of the Company (one of whom shall be the Chief Financial Officer or other senior General Partner’s principal executive officer and principal financial officer) and of the general partner of the Operating Partnership officer certifying as to the matters set forth in Exhibit B hereto; (ii) an opinion and, if not covered in such opinion, a negative assurance letter of Baker, Donelson, Bearman, Xxxxxxxx & Xxxxxxxxx, PC, counsel either the General Counsel or the Associate General Counsel for the CompanyTeekay, addressed to the Agents Agent and dated the date of this Agreement, in the form of Exhibit C C, hereto; (iii) (A) a “comfort” letter from each of (1) KPMG LLP, and (2) Ernst & Young LLP, addressed to the Agents Agent and dated the date of this Agreement, addressing such matters as the Agents Agent may reasonably request with respect to the financial statements and certain financial information of or relating to the Company and the Operating Partnership contained or incorporated by reference in the Registration Statement and the Prospectus, and (B) a “comfort” letter from Deloitte & Touche LLP, addressed to the Agents and dated the date of this Agreement, addressing such matters as the Agents may reasonably request with respect to the financial statements and certain financial information of or relating to Colonial and Colonial LP contained or incorporated by reference in the Registration Statement and the Prospectusrequest; (iv) a certificate signed by its Chief Financial Officer, in the form of Exhibit D hereto, certifying as to historical and pro forma financial statements, if any, and certain other financial, numerical and statistical data, in each case not covered by the “comfort” letter referred to in Section 5(a)(iii) hereof; (v) evidence reasonably satisfactory to the Subject Agent and its counsel that the Shares Units have been approved for listing on the Exchange, subject only to notice of issuance on or before the date hereof; (viv) resolutions duly adopted by the CompanyGeneral Partner’s board of directors, and certified by an officer of the CompanyGeneral Partner, authorizing the Company’s execution of this Agreement by the Partnership and authorizing the consummation by the Company Partnership of the transactions contemplated hereby, including the issuance and sale of the Shares; Units; (vi) an opinion and, if not covered in such opinion, a negative assurance letter of Xxxxxxx Coie LLP, counsel for the Partnership, addressed to the Agent and dated the date of this Agreement, in the form of Exhibit D, hereto; (vii) such other documents as the Subject Agent shall reasonably request; and an opinion of Xxxxxx, Xxxxxx & Xxxxxxxx (bNew York) The Subject Agent shall have received a letter, which shall include legal opinions and negative assurance statements, of Sidley Austin LLP, special regulatory counsel to and Xxxxxxxx Islands counsel for the AgentsPartnership, addressed to the Agents Agent and dated the date of this Agreement, in the form of Exhibit E hereto; (viii) an opinion of XxXxxxxx Xxxxxxxx, special Canadian tax counsel for the Partnership, addressed to the Agent and dated the date of this Agreement, addressing such matters as the Agents Agent may reasonably request; (ix) an opinion of Thommessen Xxxxxxxx Xxxxx Xxxx AS, Norwegian counsel for the Partnership, addressed to the Agent and dated the date of this Agreement, addressing such matters as the Agent may reasonably request; (x) an opinion of Xxxxxx Xxxxxx, Bahamas counsel for the Partnership, addressed to the Agent and dated the date of this Agreement, addressing such matters as the Agent may reasonably request; (xi) an opinion of MNKS, Luxembourg counsel for the Partnership, addressed to the Agent and dated the date of this Agreement addressing such matters as the Agent may reasonably request; (xii) an opinion of Houthoff Buruma Coöperatief U.A., Netherlands counsel for the Partnership, addressed to the Agent and dated the date of this Agreement, addressing such matters as the Agent may reasonably request; (xiii) an opinion of Wong Tan & Xxxxx Xxx LLC, Singapore counsel for the Partnership, addressed to the Agent and dated the date of this Agreement, addressing such matters as the Agent may reasonably request; and (xiv) such other documents as the Agent shall reasonably request. (b) The Agent shall have received an opinion of Xxxxxx & Xxxxxx L.L.P., counsel for the Agent, addressed to the Agent and dated the date of this Agreement, addressing such matters as the Agent may reasonably request.

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

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

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

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

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

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