Transaction References Clause Samples

Transaction References. Each Constituent Company agrees that each of NYL Investors LLC, the Purchasers and their respective Affiliates may (a) refer to the identity of such Constituent Company and the aggregate principal amount of the Notes on its internet site or in marketing materials, press releases, published “tombstone” announcements or any other print or electronic medium and (b) display such Constituent Company’s corporate logo in conjunction with any such reference. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Constituent Companies, whereupon this Agreement shall become a binding agreement between you and the Constituent Companies. Very truly yours, Education Realty Operating Partnership, LP, a Delaware limited partnership By: Education Realty OP GP, Inc., a Delaware corporation, its General Partner By: /s/ J. D▇▇▇ ▇▇▇▇▇▇▇ Name: J. D▇▇▇ ▇▇▇▇▇▇▇ Title: Senior Vice President, Capital Markets and Investor Relations Education Realty Trust, Inc., a Maryland corporation By: /s/ J. D▇▇▇ ▇▇▇▇▇▇▇ Name: J. D▇▇▇ ▇▇▇▇▇▇▇ Title: Senior Vice President, Capital Markets and Investor Relations This Agreement is hereby accepted and agreed to as of the date hereof. New York Life Insurance Company By: /s/ C▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: C▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President New York Life Insurance and Annuity Corporation By: NYL Investors LLC, its Investment Manager By: /s/ C▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: C▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Managing Director The Bank of New York Mellon, a banking corporation organized under the laws of New York, not in its individual capacity but solely as Trustee under that certain Trust Agreement dated as of July 1st, 2015 between New York Life Insurance Company, as Grantor, J▇▇▇ H▇▇▇▇▇▇ Life Insurance Company (U.S.A.), as Beneficiary, J▇▇▇ H▇▇▇▇▇▇ Life Insurance Company of New York, as Beneficiary, and The Bank of New York Mellon, as Trustee By: New York Life Insurance Company, its attorney-in-fact By: /s/ C▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: C▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President New York Life Insurance and Annuity Corporation Institutionally Owned Life Insurance Separate Account (BOLI 3) By: NYL Investors LLC, its Investment Manager By: /s/ C▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: C▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Managing Director As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

Transaction References. The Company and the Holders shall not refer to the other on an internet site or in marketing materials, press releases, published “tombstone” announcements or any other print or electronic medium, except with the referenced party’s prior written consent, which may be withheld at its sole discretion.

Transaction References. The Company agrees that Prudential Private Capital may (a) refer to its role in originating the purchase of the Notes from the Company, as well as the identity of the Company and the aggregate principal amount and issue date of the Notes, on its internet site, social media channels or in marketing materials, press releases, published “tombstone” announcements or any other print or electronic medium, and (b) display the Company’s corporate logo in conjunction with any such reference.

Transaction References. The Company agrees that each of NYL Investors LLC, the Purchasers and their respective Affiliates may (a) refer to the identity of the Company and the aggregate principal amount of the Notes on its internet site or in marketing materials, press releases, published “tombstone” announcements or any other print or electronic medium and (b) display the Company’s corporate logo in conjunction with any such reference. If you are in agreement with the foregoing, please sign the form of agreement on a counterpart of this Agreement and return it to the Company, whereupon this Agreement shall become a binding agreement between you and the Company. Very truly yours, THE CONNECTICUT WATER COMPANY By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Senior Vice President-Finance And Chief Financial Officer This Agreement is hereby accepted and agreed to as of the date hereof. NEW YORK LIFE INSURANCE COMPANY By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION By: NYL Investors LLC, its Investment Manager By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Managing Director NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION INSTITUTIONALLY OWNED LIFE INSURANCE SEPARATE ACCOUNT (BOLI 3) By: NYL Investors LLC, its Investment Manager By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Managing Director -53- As used herein, the following terms have the respective meanings set forth below or set forth in the Section hereof following such term:

Transaction References. The Company agrees that Prudential Capital Group may (a) refer to its role in establishing the Facility, as well as the identity of the Company and the aggregate principal amount and issue date of the Series A Notes, the maximum aggregate principal amount of the Shelf Notes and the date on which the Facility was established, on its internet site or in marketing materials, press releases, published “tombstone” announcements or any other print or electronic medium and (b) display the Company’s corporate logo in conjunction with any such reference, provided that the Company has consented in writing to such use or display, such consent not to be unreasonably withheld or delayed.

Transaction References. The Company agrees that AIG Asset Management (U.S.) LLC may, with the prior written consent of the Company (not to be unreasonably withheld or delayed), (a) refer to its role in originating the purchase of the Notes from the Company, as well as the identity of the Company and the aggregate principal amount and issue date of the Notes, on its internet site or in marketing materials, press releases, published “tombstone” announcements or any other print or electronic medium and (b) display the Company’s corporate logo in conjunction with any such reference.

Transaction References. The Company agrees that MetLife and MetLife Affiliates may (a) refer to its role in establishing the Facility, as well as the identity of the Company, the Series A Notes, the Series B Notes and the maximum aggregate principal amount of the Shelf Notes and the date on which the Facility was established, on its internet site or in marketing materials, press releases, published “tombstone” announcements or any other print or electronic medium and (b) display the Company’s corporate logo in conjunction with any such reference.

Transaction References. The Company agrees that Prudential and Prudential Capital Group may (a) refer to its role in establishing the Facility, as well as the identity of the Company, the Series A Notes and the maximum aggregate principal amount of the Notes and the date on which the Facility was established, on its internet site or in marketing materials, press releases, published “tombstone” announcements or any other print or electronic medium and (b) display the Company’s corporate logo in conjunction with any such reference. 49 When this Agreement is executed and delivered by the Company, Prudential and the Initial Purchasers, it shall become a binding agreement between the Company, on one hand, and Prudential and each Initial Purchaser, on the other hand. This Agreement shall also inure to the benefit of each Purchaser which shall have executed and delivered a Confirmation of Acceptance and each such Purchaser shall be bound by this Agreement to the extent provided in such Confirmation of Acceptance. Very truly yours, By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Executive Vice President-Finance, Secretary and Treasurer This Agreement is hereby Accepted and agreed to as of the date hereof. By: Vice President By: Vice President By: Vice President By: Prudential Investment Management, Inc., as investment manager By: Vice President By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: Vice President By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: Vice President By: Prudential Private Placement Investors, L.P. (as Investment Advisor) By: Prudential Private Placement Investors, Inc. (as its General Partner) By: Vice President SIGNATURE PAGE TO NOTE PURCHASE AND PRIVATE SHELF AGREEMENT

Transaction References. The Company agrees that Prudential Capital Group may (a) refer to its role in the origination of the purchase of the Notes from the Company, as well as the identity of the Company and the aggregate principal amount and issue date of the Notes, on its internet site or in marketing materials, press releases, published “tombstone” announcements or any other print or electronic medium, and (b) display the Company’s corporate logo in conjunction with any such reference. Very truly yours, By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ Title: Senior Vice President and Chief Financial Officer ALBUQUERQUE REAL ESTATE INVESTMENTS, INC., a Delaware corporation Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ Title: Chief Financial Officer and Treasurer EDUCATION PROPERTY INVESTORS, INC., a Nevada corporation Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ Title: Senior Vice President and Chief Financial Officer FLORIDA-LTC, INC., a Nevada corporation Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ Title: Senior Vice President and Chief Financial Officer LTC GP I, INC., a Delaware corporation Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ Title: Senior Vice President and Chief Financial Officer LTC-▇▇▇▇▇▇▇, INC., a Delaware corporation Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ Title: Senior Vice President and Chief Financial Officer LTC-▇▇▇▇▇▇▇, INC., a Nevada corporation Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ Title: Senior Vice President and Chief Financial Officer LTC-JONESBORO, INC., a Nevada corporation Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ Title: Senior Vice President and Chief Financial Officer NORTH CAROLINA REAL ESTATE INVESTMENTS, LLC, a North Carolina limited liability company By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ Title: Senior Vice President and Chief Financial Officer By: LTC-Richmond, Inc., its manager By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ Title: Senior Vice President and Chief Financial Officer LTC PARTNERS IX, L.P., a Delaware limited partnership By: LTC GP VI, Inc., its general partner By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ Title: Senior Vice President and Chief Financial Officer TEXAS-LTC LIMITED PARTNERSHIP, a Texas limited partnership By: L-Tex GP, Inc., its general partner By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ Title: Senior Vice President and Chief Financial Officer TEXAS-LTC WOODRIDGE LIMITED PARTNERSHIP, a Delaware limited partnership By: L-Tex GP, Inc., its general partner By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇-▇▇▇▇▇▇▇ Title: Senior Vice Pr...