Contract analysis

Section 1.1 — Definitions As used in this Agreement, the following terms shall have the meanings set forth below: "Act" means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder. "Affiliate" has the meaning ascribed to such term in Rule 405 under the Act. "Agent" and "Agents" mean Pemberton Zanthor & Co., Clarendon Securities LLC, and Veltrano Capital Partners LLC, individuall

Section 1.2 — Rules of Construction Unless the context otherwise requires: (a) a term has the meaning assigned to it; (b) "or" is not exclusive; (c) words in the singular include the plural, and words in the plural include the singular; (d) "herein," "hereof," "hereunder," and words of similar import refer to this Agreement as a whole and not to any particular provision; (e) references to "Articles," "Sections," "Sch

ARTICLE II — REPRESENTATIONS AND WARRANTIES

Section 2.1 — Representations and Warranties of the Company and the Operating Partnership The Company and the Operating Partnership, jointly and severally, represent and warrant to each Agent as of the date of this Agreement, and as of each Applicable Time and each Bring-Down Date (except to the extent any such representation or warranty speaks as of a specific date, in which case such representation or warranty shal

Section 2.2 — Representations and Warranties of the Agents Each Agent, severally and not jointly, represents and warrants to the Company and the Operating Partnership, as of the date of this Agreement and as of each Applicable Time and each Bring-Down Date, as follows: (a) Organization and Registration. Such Agent is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organiza

ARTICLE III — ISSUANCE AND SALE OF SHARES

Section 3.1 — At-the-Market Sales (a) Engagement and Agency. Subject to the terms and conditions of this Agreement, the Company hereby engages the Agents, and each Agent hereby agrees, to act as agent for the Company in connection with the offer and sale of Shares from time to time during the term of this Agreement. Sales of Shares may be made in at-the-market transactions on or through the facilities of the NYSE, in

Section 3.2 — Forward Sales (a) Forward Sale Mechanics. In addition to at-the-market sales pursuant to Section 3.1, the Company may from time to time elect to enter into forward sale transactions with respect to the Shares by providing written notice to the applicable Agent in a Placement Notice or by separate written notice. In a Forward Sale, the applicable Agent, acting in its capacity as "Forward Seller," shall b

Section 3.3 — Capacity; Limitations In no event shall the aggregate Gross Sales Proceeds from the sale of Shares under this Agreement, whether effected through at-the-market sales pursuant to Section 3.1, Forward Sales pursuant to Section 3.2, or any combination thereof, exceed the Maximum Amount of $500,000,000. The Company shall maintain a running record of the cumulative Gross Sales Proceeds from all sales of Shar

Section 3.4 — Regulation M Compliance During any period in which the Company has delivered a Placement Notice that has not been suspended or terminated, or during any period in which a Forward Sale is pending settlement, the Company shall not, and shall cause each of its Affiliates not to, directly or indirectly, (a) bid for, purchase, or attempt to induce any person to bid for or purchase any Common Shares or any se

ARTICLE IV — COVENANTS OF THE COMPANY AND THE OPERATING PARTNERSHIP The Company and the Operating Partnership, jointly and severally, covenant and agree with each Agent as follows:

Section 4.1 — Compliance with Securities Laws The Company shall use its commercially reasonable efforts to maintain the effectiveness of the Registration Statement and to prevent the issuance of any stop order suspending the effectiveness of the Registration Statement. The Company shall timely file all reports, schedules, statements, and other documents required to be filed by the Compa