Common use of Agreements of the Transaction Entities Clause in Contracts

Agreements of the Transaction Entities. The Company and the Operating Partnership (collectively, the "Transaction Entities") jointly and severally agree with you as follows: (a) In respect of the offering of Shares, the Company will (i) prepare a Prospectus Supplement setting forth the number of Shares covered thereby and their terms not otherwise specified in the Prospectus pursuant to which the Shares are being issued, the name of the Underwriter and the number of Shares which the Underwriter has agreed to purchase, the price at which the Shares are to be purchased by the Underwriter from the Company, the initial offering price, and such other information as the Underwriter and the Company deem appropriate in connection with the offering of the Shares, and (ii) file the Prospectus in a form approved by you pursuant to Rule 424(b) under the Act no later than the Commission's close of business on the second business day following the date of the determination of the offering price of the Shares The Company will furnish to the Underwriter and to such dealers as you shall specify as many copies of the Prospectus as the Underwriter shall reasonably request for the purposes contemplated by the Act or the Exchange Act. (b) At any time when the Prospectus is required to be delivered under the Act or the Exchange Act in connection with sales of Shares, the Transaction Entities will advise you promptly and, if requested by you, confirm such advice in writing, of (i) the effectiveness of any amendment to the Registration Statement, (ii) the transmittal to the Commission for filing of any Prospectus or other supplement or amendment to the Prospectus to be filed pursuant to the Act, (iii) the receipt of any comments from the Commission relating to the Registration Statement, any preliminary prospectus, the Prospectus or any of the transactions contemplated by this Agreement, (iv) any request by the Commission for post-effective amendments to the Registration Statement or amendments or supplements to the Prospectus or for additional information, (v) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of the suspension of qualification of the Shares for offering or sale in any jurisdiction, or the initiation of any proceeding for such purposes, and (vi) the happening of any event as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading. Each of the Transaction Entities will make every reasonable effort to prevent the issuance of any stop order, and if at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, each of the Transaction Entities will make every reasonable effort to obtain the withdrawal or lifting of such order at the earliest possible time. (c) The Company will furnish to you without charge, one signed copy of the Registration Statement as first filed with the Commission and of each amendment to it, including all exhibits, and furnish to you such number of conformed copies of the Registration Statement as so filed and of each amendment to it as you may reasonably request. If applicable, the copies of the Registration Statement and each amendment thereto furnished to the Underwriter will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. (d) At any time during the period ending 25 days after the date of this Agreement, the Transaction Entities will not file any amendment to the Registration Statement or any Rule 462(b) Registration Statement or make any amendment or supplement to the Prospectus or any Term Sheet, if applicable, of which you shall not previously have been advised or to which you or your counsel shall reasonably object, it being understood and agreed that you shall have no objection to any Prospectus Supplement filed in connection with any other offering; and the Company will prepare and file with the Commission, promptly upon your reasonable request, any amendment to the Registration Statement, Rule 462(b) Registration Statement, Term Sheet, or amendment or supplement to the Prospectus which, in the opinion of your counsel, may be necessary in connection with the distribution of the Shares by you, and will use its best efforts to cause the same to become promptly effective. If applicable, the Prospectus and any amendments or supplements thereto furnished to the Underwriter will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. (e) If, at any time when the Prospectus is required to be delivered under the Act or the Exchange Act in connection with sales of Shares, any event shall occur as a result of which, in the opinion of counsel for the Underwriter, it becomes necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Prospectus to comply with any law, the Company will forthwith prepare and file with the Commission an appropriate amendment or supplement to the Prospectus (in form and substance reasonably satisfactory to counsel for the Underwriter) so that the statements in the Prospectus, as so amended or supplemented, will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when it is so delivered, not misleading, or so that the Prospectus will comply with any law, and to furnish to the Underwriter and to such dealers as you shall specify, such number of copies thereof as the Underwriter or dealers may reasonably request. (f) Each of the Transaction Entities will use its best efforts, in cooperation with the Underwriter, to qualify, register or perfect exemptions for the Shares for offer and sale by the Underwriter under the applicable state securities or Blue Sky laws and real estate syndication laws of such jurisdictions as you may reasonably request; provided, however, none of the Transaction Entities will be required to qualify as a foreign corporation, file a general consent to service of process in any such jurisdiction, subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject, or provide any undertaking or make any change in its charter or by-laws that the Board of Trustees of the Company reasonably determines to be contrary to the best interests of the Company and its shareholders. In each jurisdiction in which the Shares have been so qualified or registered, the Transaction Entities will use all reasonable efforts to file such statements, reports and other documents as may be required by the laws of such jurisdiction, to continue such qualification or registration in effect for so long a period as the Underwriter may reasonably request for the distribution of the Shares. (g) To make generally available to the Company's shareholders as soon as reasonably practicable but not later than sixty (60) days after the close of the period covered thereby (ninety (90) days in the event the close of such period is the close of the Company's fiscal year), an earnings statement (in form complying with the provisions of Rule 158 of the Act) covering a period of at least twelve months after the effective date of the Registration Statement (but in no event commencing later than ninety (90) days after such date) which shall satisfy the provisions of Section 11(a) of the Act, and, if required by Rule 158 of the Act, to file such statement as an exhibit to the next periodic report required to be filed by the Company under the Exchange Act covering the period when such earnings statement is released. (h) During the period of five years after the date of this Agreement, to furnish to you as soon as available a copy of each regular and periodic report, financial statement or other publicly available information of the Transaction Entities and any of their subsidiaries mailed to the holders of the Shares or filed with the Commission or any securities exchange, and any such publicly available information concerning the Transaction Entities or any of their subsidiaries as you may reasonably request. (i) During the period when the Prospectus is required to be delivered under the Act or the Exchange Act in connection with sales of the Shares, to file all documents required to be filed by it with the Commission pursuant to Section 13, 14 or 15 of the Exchange Act within the time periods required by the Exchange Act. (j) To pay all costs, expenses, fees and taxes incident to (i) the preparation, printing, filing and distribution under the Act of the Registration Statement and any amendment thereto (including financial statements and exhibits), each preliminary prospectus, the Prospectus and all amendments and supplements to any of them prior to or during the period specified in Section 5(b), (ii) the printing and delivery of this Agreement and the Blue Sky Memorandum (including the reasonable disbursements of counsel for the Underwriter relating to the printing and delivery of the Blue Sky Memorandum), (iii) the qualification of registration of the Shares for offer and sale under the securities, Blue Sky laws or real estate syndication laws of the several states in accordance with Section 5(f) hereof, (iv) the fee of and the filings and clearance, if any, with the National Association of Securities Dealers, Inc. (the "NASD") in connection with the Offering, (v) the fee of and the listing of the Shares on the New York Stock Exchange, Inc. ("NYSE"), (vi) furnishing such copies of the Registration Statement, the Prospectus and all amendments and supplements thereto as may be requested for use in connection with the offering or sale of the Shares by the Underwriter, (vii) the preparation, issuance and delivery of certificates for the Shares to the Underwriter, (viii) the costs and charges of any transfer agent or registrar, (ix) any transfer taxes imposed on the sale by the Company of the Shares to the Underwriter and (x) the fees and disbursements of the Company's counsel and accountants. (k) The Transaction Entities will use their best efforts to maintain the listing of the Shares on the NYSE for a period of three years after the Closing Date and thereafter unless the Company's Board of Trustees determines that it is no longer in the best interests of the Company for the Shares to continue to be so listed. (l) The Transaction Entities will use their best efforts to do and perform all things required to be done and performed under this Agreement by the Transaction Entities prior to the Closing Date and to satisfy all conditions precedent to the delivery of the Shares. (m) The Company will use the net proceeds received by it from the sale of the Shares in the manner specified in the Prospectus Supplement under "Use of Proceeds." (n) The Company will prepare and file or transmit for filing with the Commission in accordance with Rule 424(b) of the Act copies of the Prospectus. (o) The Transaction Entities will use their best efforts to ensure that the Company continues to qualify as a "real estate investment trust" ("REIT") under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the "Code"), for a period of three years after the date of this Agreement unless the Company's Board of Directors determines that it is no longer in the best interest of the Company to be so qualified. (p) The Transaction Entities will not at any time, directly or indirectly, take any action intended, or which might reasonably be expected, to cause or result in, or which will constitute, stabilization of the price of the Shares to facilitate the sale or resale of any Shares in violation of the Act.

Agreements of the Transaction Entities. The Company and [and], the Operating Partnership [and the General Partner] (collectively, the "Transaction Entities") jointly and severally agree with you as follows: (a) In respect of the offering of Shares, the Company will (i) prepare a Prospectus Supplement setting forth the number of Shares covered thereby and their terms not otherwise specified in the Prospectus pursuant to which the Shares are being issued, the name of the Underwriter and the number of Shares which the Underwriter has agreed to purchase, the price at which the Shares are to be purchased by the Underwriter from the Company, the initial offering price, and such other information as the Underwriter and the Company deem appropriate in connection with the offering of the Shares, and (ii) file the Prospectus in a form approved by you pursuant to Rule 424(b) under the Act no later than the Commission's close of business on the second business day following the date of the determination of the offering price of the Shares The Company will furnish to the Underwriter and to such dealers as you shall specify as many copies of the Prospectus as the Underwriter shall reasonably request for the purposes contemplated by the Act or the Exchange Act. (b) At any time when the Prospectus is required to be delivered under the Act or the Exchange Act in connection with sales of Shares, the Transaction Entities will advise you promptly and, if requested by you, confirm such advice in writing, of (i) the effectiveness of any amendment to the Registration Statement, (ii) the transmittal to the Commission for filing of any Prospectus or other supplement or amendment to the Prospectus to be filed pursuant to the Act, (iii) the receipt of any comments from the Commission relating to the Registration Statement, any preliminary prospectus, the Prospectus or any of the transactions contemplated by this Agreement, (iv) any request by the Commission for post-effective amendments to the Registration Statement or amendments or supplements to the Prospectus or for additional information, (v) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of the suspension of qualification of the Shares for offering or sale in any jurisdiction, or the initiation of any proceeding for such purposes, and (vi) the happening of any event as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading. Each of the Transaction Entities will make every reasonable effort to prevent the issuance of any stop order, and if at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, each of the Transaction Entities will make every reasonable effort to obtain the withdrawal or lifting of such order at the earliest possible time. (c) The Company will furnish to you without charge, one signed copy of the Registration Statement as first filed with the Commission and of each amendment to it, including all exhibits, and furnish to you such number of conformed copies of the Registration Statement as so filed and of each amendment to it as you may reasonably request. If applicable, the copies of the Registration Statement and each amendment thereto furnished to the Underwriter will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.Registration (d) At any time during when the period ending 25 days after Prospectus is required to be delivered under the date Act or the Exchange Act in connection with sales of this AgreementShares, the Transaction Entities will not file any amendment to the Registration Statement or any Rule 462(b) Registration Statement or make any amendment or supplement to the Prospectus or any Term Sheet, if applicable, of which you shall not previously have been advised or to which you or your counsel shall reasonably object, it being understood and agreed that you shall have no objection to any Prospectus Supplement filed in connection with any other offering; and the Company will prepare and file with the Commission, promptly upon your reasonable request, any amendment to the Registration Statement, Rule 462(b) Registration Statement, Term Sheet, or amendment or supplement to the Prospectus which, in the opinion of your counsel, may be necessary in connection with the distribution of the Shares by you, and will use its best efforts to cause the same to become promptly effective. If applicable, the Prospectus and any amendments or supplements thereto furnished to the Underwriter will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXXEDGAX, except xxcept to the extent permitted by Regulation S-T. (e) If, at any time when the Prospectus is required to be delivered under the Act or the Exchange Act in connection with sales of Shares, any event shall occur as a result of which, in the opinion of counsel for the Underwriter, it becomes necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Prospectus to comply with any law, the Company will forthwith prepare and file with the Commission an appropriate amendment or supplement to the Prospectus (in form and substance reasonably satisfactory to counsel for the Underwriter) so that the statements in the Prospectus, as so amended or supplemented, will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when it is so delivered, not misleading, or so that the Prospectus will comply with any law, and to furnish to the Underwriter and to such dealers as you shall specify, such number of copies thereof as the Underwriter or dealers may reasonably request. (f) Each of the Transaction Entities will use its best efforts, in cooperation with the Underwriter, to qualify, register or perfect exemptions for the Shares for offer and sale by the Underwriter under the applicable state securities or Blue Sky laws and real estate syndication laws of such jurisdictions as you may reasonably request; provided, however, none of the Transaction Entities will be required to qualify as a foreign corporation, file a general consent to service of process in any such jurisdiction, subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject, or provide any undertaking or make any change in its charter or by-laws that the Board of Trustees Directors of the Company reasonably determines to be contrary to the best interests of the Company and its shareholdersstockholders. In each jurisdiction in which the Shares have been so qualified or registered, the Transaction Entities will use all reasonable efforts to file such statements, reports and other documents as may be required by the laws of such jurisdiction, to continue such qualification or registration in effect for so long a period as the Underwriter may reasonably request for the distribution of the Shares.be (g) To make generally available to the Company's shareholders stockholders as soon as reasonably practicable but not later than sixty (60) days after the close of the period covered thereby (ninety (90) days in the event the close of such period is the close of the Company's fiscal year), an earnings statement (in form complying with the provisions of Rule 158 of the Act) covering a period of at least twelve months after the effective date of the Registration Statement (but in no event commencing later than ninety (90) days after such date) which shall satisfy the provisions of Section 11(a) of the Act, and, if required by Rule 158 of the Act, to file such statement as an exhibit to the next periodic report required to be filed by the Company under the Exchange Act covering the period when such earnings statement is released. (h) During the period of five years after the date of this Agreement, to furnish to you as soon as available a copy of each regular and periodic report, financial statement or other publicly available information of the Transaction Entities and any of their subsidiaries mailed to the holders of the Shares or filed with the Commission or any securities exchange, and any such publicly available information concerning the Transaction Entities or any of their subsidiaries as you may reasonably request. (i) During the period when the Prospectus is required to be delivered under the Act or the Exchange Act in connection with sales of the Shares, to file all documents required to be filed by it with the Commission pursuant to Section 13, 14 or 15 of the Exchange Act within the time periods required by the Exchange Act. (j) To pay all costs, expenses, fees and taxes incident to (i) the preparation, printing, filing and distribution under the Act of the Registration Statement and any amendment thereto (including financial statements and exhibits), each preliminary prospectus, the Prospectus and all amendments and supplements to any of them prior to or during the period specified in Section 5(b), (ii) the printing and delivery of this Agreement and the Blue Sky Memorandum (including the reasonable disbursements of counsel for the Underwriter relating to the printing and delivery of the Blue Sky Memorandum), (iii) the qualification of registration of the Shares for offer and sale under the securities, Blue Sky laws or real estate syndication laws of the several states in accordance with Section 5(f) hereof, (iv) the fee of and the filings and clearance, if any, with the National Association of Securities Dealers, Inc. (the "NASD") in connection with the Offering, (v) the fee of and the listing of the Shares on the [New York Stock Exchange, Inc. ("NYSE")], (vi) furnishing such copies of the Registration Statement, the Prospectus and all amendments and supplements thereto as may be requested for use in connection with the offering or sale of the Shares by the Underwriter, (vii) the preparation, issuance and delivery of certificates for the Shares to the Underwriter, (viii) the costs and charges of any transfer agent or registrar, (ix) any transfer taxes imposed on the sale by the Company of the Shares to the Underwriter and (x) the fees and disbursements of the Company's counsel and accountants. (k) The Transaction Entities will use their best efforts to maintain the listing of the Shares on the NYSE [NYSE] for a period of three years after the Closing Date and thereafter unless the Company's Board of Trustees Directors determines that it is no longer in the best interests of the Company for the Shares to continue to be so listed. (l) The Transaction Entities will use their best efforts to do and perform all things required to be done and performed under this Agreement by the Transaction Entities prior to the Closing Date and to satisfy all conditions precedent to the delivery of the Shares. (m) The Company will use the net proceeds received by it from the sale of the Shares in the manner specified in the Prospectus Supplement under "Use of Proceeds." (n) The Company will prepare and file or transmit for filing with the Commission in accordance with Rule 424(b) of the Act copies of the Prospectus. (o) The Transaction Entities will use their best efforts to ensure that the Company continues to qualify as a "real estate investment trust" ("REIT") under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the "Code"), for a period of three years after the date of this Agreement unless the Company's Board of Directors determines that it is no longer in the best interest of the Company to be so qualified. (p) The Transaction Entities will not at any time, directly or indirectly, take any action intended, or which might reasonably be expected, to cause or result in, or which will constitute, stabilization of the price of the Shares to facilitate the sale or resale of any Shares in violation of the Act.

Agreements of the Transaction Entities. The Company and the Operating Partnership (collectively, the "Transaction Entities") jointly and severally agree with you as follows: (a) In respect of the offering of Shares, the Company will (i) prepare a Prospectus Supplement setting forth the number of Shares covered thereby and their terms not otherwise specified in the Prospectus pursuant to which the Shares are being issued, the name of the Underwriter and the number of Shares which the Underwriter has agreed to purchase, the price at which the Shares are to be purchased by the Underwriter from the Company, the initial offering price, and such other information as the Underwriter and the Company deem appropriate in connection with the offering of the Shares, and (ii) file the Prospectus in a form approved by you pursuant to Rule 424(b) under the Act no later than the Commission's close of business on the second business day following the date of the determination of the offering price of the Shares The Company will furnish to the Underwriter and to such dealers as you shall specify as many copies of the Prospectus as the Underwriter shall reasonably request for the purposes contemplated by the Act or the Exchange Act. (b) At any time when the Prospectus is required to be delivered under the Act or the Exchange Act in connection with sales of Shares, the Transaction Entities will advise you promptly and, if requested by you, confirm such advice in writing, of (i) the effectiveness of any amendment to the Registration Statement, (ii) the transmittal to the Commission for filing of any Prospectus or other supplement or amendment to the Prospectus to be filed pursuant to the Act, (iii) the receipt of any comments from the Commission relating to the Registration Statement, any preliminary prospectus, the Prospectus or any of the transactions contemplated by this Agreement, (iv) any request by the Commission for post-effective amendments to the Registration Statement or amendments or supplements to the Prospectus or for additional information, (v) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of the suspension of qualification of the Shares for offering or sale in any jurisdiction, or the initiation of any proceeding for such purposes, and (vi) the happening of any event as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading. Each of the Transaction Entities will make every reasonable effort to prevent the issuance of any stop order, and if at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, each of the Transaction Entities will make every reasonable effort to obtain the withdrawal or lifting of such order at the earliest possible time. (c) The Company will furnish to you without charge, one signed copy of the Registration Statement as first filed with the Commission and of each amendment to it, including all exhibits, and furnish to you such number of conformed copies of the Registration Statement as so filed and of each amendment to it as you may reasonably request. If applicable, the copies of the Registration Statement and each amendment thereto furnished to the Underwriter will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.[Intentionally omitted] (d) At any time during when the period ending 25 days after Prospectus is required to be delivered under the date Act or the Exchange Act in connection with sales of this AgreementShares, the Transaction Entities will not file any amendment to the Registration Statement or any Rule 462(b) Registration Statement or make any amendment or supplement to the Prospectus or any Term Sheet, if applicable, of which you shall not previously have been advised or to which you or your counsel shall reasonably object, it being understood and agreed that you shall have no objection to any Prospectus Supplement filed in connection with any other offering; and the Company will prepare and file with the Commission, promptly upon your reasonable request, any amendment to the Registration Statement, Rule 462(b) Registration Statement, Term Sheet, or amendment or supplement to the Prospectus which, in the opinion of your counsel, may be necessary in connection with the distribution of the Shares by you, and will use its best efforts to cause the same to become promptly effective. If applicable, the Prospectus and any amendments or supplements thereto furnished to the Underwriter will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXXEDGAR, except to the extent permitted by permitxxx xy Regulation S-T. (e) If, at any time when the Prospectus is required to be delivered under the Act or the Exchange Act in connection with sales of Shares, any event shall occur as a result of which, in the opinion of counsel for the Underwriter, it becomes necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Prospectus to comply with any law, the Company will forthwith prepare and file with the Commission an appropriate amendment or supplement to the Prospectus or an appropriate filing under the Exchange Act which shall be incorporated by reference in the Prospectus (in form and substance reasonably satisfactory to counsel for the Underwriter) so that the statements in the Prospectus, as so amended or supplemented, will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when it is so delivered, not misleading, or so that the Prospectus will comply with any law, and to furnish to the Underwriter and to such dealers as you shall specify, such number of copies thereof as the Underwriter or dealers may reasonably request. (f) Each of the Transaction Entities will use its best reasonable business efforts, in cooperation with the Underwriter, to qualify, register or perfect exemptions for the Shares for offer and sale by the Underwriter under the applicable state securities or Blue Sky laws and real estate syndication laws of such jurisdictions as you may reasonably request; provided, however, none of the Transaction Entities will be required to qualify as a foreign corporation, file a general consent to service of process in any such jurisdiction, subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject, or provide any undertaking or make any change in its charter or by-laws that the Board of Trustees Directors of the Company reasonably determines to be contrary to the best interests of the Company and its shareholdersstockholders. In each jurisdiction in which the Shares have been so qualified or registered, the Transaction Entities will use all reasonable efforts to file such statements, reports and other documents as may be required by the laws of such jurisdiction, to continue such qualification or registration in effect for so long a period as the Underwriter may reasonably request for the distribution of the Shares. (g) To make generally available to the Company's shareholders stockholders as soon as reasonably practicable but not later than sixty (60) days after the close of the period covered thereby (ninety (90) days in the event the close of such period is the close of the Company's fiscal year), an earnings statement (in form complying with the provisions of Rule 158 of the Act) covering a period of at least twelve months after the effective date of the Registration Statement (but in no event commencing later than ninety (90) days after such date) which shall satisfy the provisions of Section 11(a) of the Act, and, if required by Rule 158 of the Act, to file such statement as an exhibit to the next periodic report required to be filed by the Company under the Exchange Act covering the period when such earnings statement is released. (h) During the period of five years after the date of this Agreement, to furnish to you as soon as available a copy of each regular and periodic report, financial statement or other publicly available information of the Transaction Entities and any of their subsidiaries mailed to the holders of the Shares or filed with the Commission or any securities exchange, and any such publicly available information concerning the Transaction Entities or any of their subsidiaries as you may reasonably request.[Intentionally omitted] (i) During the period when the Prospectus is required to be delivered under the Act or the Exchange Act in connection with sales of the Shares, to file all documents required to be filed by it with the Commission pursuant to Section 13, 14 or 15 of the Exchange Act within the time periods required by the Exchange Act. (j) To pay all costs, expenses, fees and taxes incident to (i) the preparation, printing, filing and distribution under the Act of the Registration Statement and any amendment thereto (including financial statements and exhibits), each preliminary prospectus, the Prospectus and all amendments and supplements to any of them prior to or during the period specified in Section 5(b), (ii) the printing and delivery of this Agreement and the Blue Sky Memorandum (including the reasonable disbursements of counsel for the Underwriter relating to the printing and delivery of the Blue Sky Memorandum)Agreement, (iii) the qualification of registration of the Shares for offer and sale under the securities, Blue Sky laws or real estate syndication laws of the several states in accordance with Section 5(f) hereof, (iv) the fee of and the filings and clearance, if any, with the National Association of Securities Dealers, Inc. (the "NASD") in connection with the Offering, (v) the fee of and the listing of the Shares on the New York Stock Exchange, Inc. ("NYSE"), (viv) furnishing such copies of the Registration Statement, the Prospectus and all amendments and supplements thereto as may be requested for use in connection with the offering or sale of the Shares by the Underwriter, (viivi) the preparation, issuance and delivery of certificates for the Shares to the Underwriter, (viiivii) the costs and charges of any transfer agent or registrar, (ixviii) any transfer taxes imposed on the sale by the Company of the Shares to the Underwriter and (xix) the fees and disbursements of the Company's counsel and accountants. (k) The Transaction Entities will use their best efforts to maintain the listing of the Shares on the NYSE for a period of three years after the Closing Date and thereafter unless the Company's Board of Trustees Directors determines that it is no longer in the best interests of the Company for the Shares to continue to be so listed. (l) The Transaction Entities will use their best efforts to do and perform all things required to be done and performed under this Agreement by the Transaction Entities prior to the Closing Date and to satisfy all conditions precedent to the delivery of the Shares. (m) The Company will use the net proceeds received by it from the sale of the Shares in the manner specified in the Prospectus Supplement under "Use of Proceeds." (n) The Company will prepare and file or transmit for filing with the Commission in accordance with Rule 424(b) of the Act copies of the Prospectus. (o) The Transaction Entities will use their best reasonable business efforts to ensure that the Company continues to qualify as a "real estate investment trust" ("REIT") under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the "Code"), for a period of three years after the date of this Agreement unless the Company's Board of Directors determines that it is no longer in the best interest of the Company to be so qualified. (p) The Transaction Entities will not at any time, directly or indirectly, take any action intended, or which might reasonably be expected, to cause or result in, or which will constitute, stabilization of the price of the Shares to facilitate the sale or resale of any Shares in violation of the Act.

Agreements of the Transaction Entities. The Company and the Operating -------------------------------------- Partnership (collectively, the "Transaction Entities") jointly and severally agree with you as follows: (a) In respect of the offering of Shares, the Company will (i) prepare a Prospectus Supplement setting forth the number of Shares covered thereby and their terms not otherwise specified in the Prospectus pursuant to which the Shares are being issued, the name of the Underwriter and the number of Shares which the Underwriter has agreed to purchase, the price at which the Shares are to be purchased by the Underwriter from the Company, the initial offering price, and such other information as the Underwriter and the Company deem appropriate in connection with the offering of the Shares, and (ii) file the Prospectus in a form approved by you pursuant to Rule 424(b) under the Act no later than the Commission's close of business on the second business day following the date of the determination of the offering price of the Shares Shares. The Company will furnish to the Underwriter and to such dealers as you shall specify as many copies of the Prospectus as the Underwriter shall reasonably request for the purposes contemplated by the Act or the Exchange Act. (b) At any time when the Prospectus is required to be delivered under the Act or the Exchange Act in connection with sales of Shares, the Transaction Entities will advise you promptly and, if requested by you, confirm such advice in writing, of (i) the effectiveness of any amendment to the Registration Statement, (ii) the transmittal to the Commission for filing of any Prospectus or other supplement or amendment to the Prospectus to be filed pursuant to the Act, (iii) the receipt of any comments from the Commission relating to the Registration Statement, any preliminary prospectus, the Prospectus or any of the transactions contemplated by this Agreement, (iv) any request by the Commission for post-effective amendments to the Registration Statement or amendments or supplements to the Prospectus or for additional information, (v) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of the suspension of qualification of the Shares for offering or sale in any jurisdiction, or the initiation of any proceeding for such purposes, and (vi) the happening of any event as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading. Each of the Transaction Entities The Company will make every reasonable effort to prevent the issuance of any stop order, and if at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, each of the Transaction Entities Company will make every reasonable effort to obtain the withdrawal or lifting of such order at the earliest possible time. (c) The Company will furnish to you without charge, one signed copy of the Registration Statement as first filed with the Commission and of each amendment to it, including all exhibits, and furnish to you such number of conformed copies of the Registration Statement as so filed and of each amendment to it as you may reasonably request. If applicable, the copies of the Registration Statement and each amendment thereto furnished to the Underwriter will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. (d) At any time during when the period ending 25 days after Prospectus is required to be delivered under the date Act or the Exchange Act in connection with sales of this AgreementShares, the Transaction Entities will not file any amendment to the Registration Statement or any Rule 462(b) Registration Statement or make any amendment or supplement to the Prospectus or any Term Sheet, if applicable, of which you shall not previously have been advised or to which you or your counsel shall reasonably object, it being understood and agreed that you shall have no objection to any Prospectus Supplement filed in connection with any other offering; and the Company will prepare and file with the Commission, promptly upon your reasonable request, any amendment to the Registration Statement, Rule 462(b) Registration Statement, Term Sheet, or amendment or supplement to the Prospectus which, in the opinion of your counsel, may be necessary in connection with the distribution of the Shares by you, and will use its best efforts to cause the same to become promptly effective. If applicable, the Prospectus and any amendments or supplements thereto furnished to the Underwriter will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. (e) If, at any time when the Prospectus is required to be delivered under the Act or the Exchange Act in connection with sales of Shares, any event shall occur as a result of which, in the reasonable opinion of counsel for the Underwriter, it becomes necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Prospectus to comply with any law, the Company will forthwith prepare and file with the Commission an appropriate amendment or supplement to the Prospectus (in form and substance reasonably satisfactory to counsel for the Underwriter) so that the statements in the Prospectus, as so amended or supplemented, will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing when it is so delivered, not misleading, or so that the Prospectus will comply with any law, and to furnish to the Underwriter and to such dealers as you shall specify, such number of copies thereof as the Underwriter or dealers may reasonably request. (f) Each of the Transaction Entities The Company will use its best efforts, in cooperation with the Underwriter, to qualify, register or perfect exemptions for the Shares for offer and sale by the Underwriter under the applicable state securities or Blue Sky laws and real estate syndication laws of such jurisdictions as you may reasonably request; provided, however, none of the Transaction Entities will be required to qualify as a foreign corporation, file a general consent to service of process in any such jurisdiction, subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject, or provide any undertaking or make any change in its charter or by-laws that the Board of Trustees Directors of the Company reasonably determines to be contrary to the best interests of the Company and its shareholdersstockholders. In each jurisdiction in which the Shares have been so qualified or registered, the Transaction Entities Company will use all reasonable efforts to file such statements, reports and other documents as may be required by the laws of such jurisdiction, to continue such qualification or registration in effect for so long a period as the Underwriter may reasonably request for the distribution of the Shares. (g) To make generally available to the Company's shareholders stockholders as soon as reasonably practicable but not later than sixty (60) days after the close of the period covered thereby (ninety (90) days in the event the close of such period is the close of the Company's fiscal year), an earnings statement (in form complying with the provisions of Rule 158 of the Act) covering a period of at least twelve months after the effective date of the Registration Statement (but in no event commencing later than ninety (90) days after such date) which shall satisfy the provisions of Section 11(a) of the Act, and, if required by Rule 158 of the Act, to file such statement as an exhibit to the next periodic report required to be filed by the Company under the Exchange Act covering the period when such earnings statement is released. (h) During the period of five years after the date of this Agreement, to furnish to you as soon as available a copy of each regular and periodic report, financial statement or other publicly available information of the Transaction Entities and any of their subsidiaries mailed to the holders of the Shares or filed with the Commission or any securities exchange, and any such publicly available information concerning the Transaction Entities or any of their subsidiaries as you may reasonably request. (i) During the period when the Prospectus is required to be delivered under the Act or the Exchange Act in connection with sales of the Shares, to file all documents required to be filed by it with the Commission pursuant to Section 13, 14 or 15 of the Exchange Act within the time periods required by the Exchange Act. (j) To pay all costs, expenses, fees and taxes incident to (i) the preparation, printing, filing and distribution under the Act of the Registration Statement and any amendment thereto (including financial statements and exhibits), each preliminary prospectus, the Prospectus and all amendments and supplements to any of them prior to or during the period specified in Section 5(b), (ii) the printing and delivery of this Agreement and the Blue Sky Memorandum (including the reasonable disbursements of counsel for the Underwriter relating to the printing and delivery of the Blue Sky Memorandum), (iii) the qualification of registration of the Shares for offer and sale under the securities, Blue Sky laws or real estate syndication laws of the several states in accordance with Section 5(f) hereof, (iv) the fee of and the filings and clearance, if any, with the National Association of Securities Dealers, Inc. (the "NASD") in connection with the Offering, (v) the fee of and the listing of the Shares on the New York Stock Exchange, Inc. ("NYSE"), (vi) furnishing such copies of the Registration Statement, the Prospectus and all amendments and supplements thereto as may be requested for use in connection with the offering or sale of the Shares by the Underwriter, (vii) the preparation, issuance and delivery of certificates for the Shares to the Underwriter, (viii) the costs and charges of any transfer agent or registrar, (ix) any transfer taxes imposed on the sale by the Company of the Shares to the Underwriter and (x) the fees and disbursements of the Company's counsel and accountants. (k) The Transaction Entities will use their best efforts to maintain the listing of the Shares on the NYSE for a period of three years after the Closing Date and thereafter unless the Company's Board of Trustees determines that it is no longer in the best interests of the Company for the Shares to continue to be so listed. (l) The Transaction Entities will use their best efforts to do and perform all things required to be done and performed under this Agreement by the Transaction Entities prior to the Closing Date and to satisfy all conditions precedent to the delivery of the Shares. (m) The Company will use the net proceeds received by it from the sale of the Shares in the manner specified in the Prospectus Supplement under "Use of Proceeds." (n) The Company will prepare and file or transmit for filing with the Commission in accordance with Rule 424(b) of the Act copies of the Prospectus. (o) The Transaction Entities will use their best efforts to ensure that the Company continues to qualify as a "real estate investment trust" ("REIT") under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the "Code"), for a period of three years after the date of this Agreement unless the Company's Board of Directors Trustees determines that it is no longer in the best interest of the Company to be so qualified. (p) The Transaction Entities will not at any time, directly or indirectly, take any action intended, or which might reasonably be expected, to cause or result in, or which will constitute, stabilization of the price of the Shares to facilitate the sale or resale of any Shares in violation of the Act.

Agreements of the Transaction Entities. The Company and the Operating Partnership (collectively, the "Transaction Entities") jointly and severally Entities agree with you as followsthe Underwriters that: (a) In respect Prior to the termination of the offering of Sharesthe Securities, the Company Transaction Entities will (i) prepare a Prospectus Supplement setting forth not file any amendment of the number of Shares covered thereby and their terms not otherwise specified in Registration Statement or supplement to the Prospectus pursuant unless the Transaction Entities have furnished the Representative a copy for its review prior to filing and will not file any such proposed amendment or supplement to which the Shares are being issuedRepresentative reasonably objects. Subject to the foregoing sentence, if the Registration Statement has become or becomes effective pursuant to Rule 430A under the 1933 Act, or filing of the Prospectus is otherwise required under Rule 424, the name of Transaction Entities will cause the Underwriter Prospectus, properly completed, and the number of Shares which the Underwriter has agreed to purchase, the price at which the Shares are any supplement thereto to be purchased by the Underwriter from the Company, the initial offering price, and such other information as the Underwriter and the Company deem appropriate in connection with the offering of the Shares, and (ii) file the Prospectus filed in a form approved by you the Representative with the Commission pursuant to Rule 424(b424 within the time period prescribed and will provide evidence satisfactory to the Representative of such timely filing. The Transaction Entities will promptly advise the Representative (1) under when the Act no later than Prospectus, and any supplement thereto, will have been filed (if required) with the Commission's close of business on the second business day following the date of the determination Commission pursuant to Rule 424, (2) when, prior to termination of the offering price of the Shares The Company will furnish Securities, any amendment to the Underwriter and to such dealers as you shall specify as many copies Registration Statement will have been filed or become effective, (3) of any request by the Commission or its staff for any amendment of the Registration Statement, or for any supplement to the Prospectus as or for any additional information, (4) of the Underwriter shall reasonably request for the purposes contemplated issuance by the Act Commission of any stop order suspending the effectiveness of the Registration Statement or the Exchange Actinstitution or, to the knowledge of the Transaction Entities, threatening of any proceeding for that purpose and (5) of the receipt by the Transaction Entities of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the institution or, to the knowledge of the Transaction Entities, threatening of any proceeding for such purpose. Each of the Transaction Entities will use its best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof. (b) At any time when the Prospectus is required to be delivered under the Act or the Exchange Act in connection with sales of Shares, the The Transaction Entities will advise you promptly andcomply with the requirements of Rule 430B under the 1933 Act and will notify the Representative immediately, if requested by you, and confirm such advice the notice in writing, of (i) the effectiveness of any post-effective amendment to the Registration Statement, (ii) the transmittal Statement or any new registration statement relating to the Commission for Securities or the filing of any Prospectus or other supplement or amendment to the Prospectus to be filed pursuant to the ActProspectus, (iiiii) the receipt of any comments from the Commission relating to the Registration Statement, any preliminary prospectus, the Prospectus or any of the transactions contemplated by this AgreementCommission, (iviii) any request by the Commission for post-effective amendments any amendment to the Registration Statement or amendments the filing of a new registration statement or supplements any amendment or supplement to the Prospectus or for additional information, (viv) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or such new registration statement or of any order preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the Shares Securities for offering or sale in any jurisdiction, or of the initiation or threatening of any proceeding proceedings for any of such purposes, purposes or of any examination pursuant to Section 8(e) of the 1933 Act concerning the Registration Statement and (viv) if either of the happening of any event as a result of which Transaction Entities becomes the Prospectus as then amended or supplemented would include an untrue statement subject of a material fact or omit to state any material fact necessary proceeding under Section 8A of the 1933 Act in order to make connection with the statements thereinoffering of the Securities. The Transaction Entities will promptly effect the filings required under Rule 424, in the light manner and within the time period required by Rule 424, notify the Representative of the circumstances when filing thereof, and take such steps as it deems necessary to ascertain promptly whether the Prospectus is delivered to a purchasertransmitted for filing under Rule 424 was received for filing by the Commission and, not misleadingin the event that it was not, it will promptly file the Prospectus. Each of the The Transaction Entities will make every reasonable effort to prevent the issuance of any stop orderorder and, and if at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statementis issued, each of the Transaction Entities will make every reasonable effort to obtain the withdrawal or lifting of such order thereof at the earliest possible timemoment. (c) The Company will furnish to you without charge, one signed copy of the Registration Statement as first filed with the Commission and of each amendment to it, including all exhibits, and furnish to you such number of conformed copies of the Registration Statement as so filed and of each amendment to it as you may reasonably request. If applicable, the copies of the Registration Statement and each amendment thereto furnished to the Underwriter will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. (d) At any time during the period ending 25 days after the date of this Agreement, the Transaction Entities will not file any amendment to the Registration Statement or any Rule 462(b) Registration Statement or make any amendment or supplement to the Prospectus or any Term Sheet, if applicable, of which you shall not previously have been advised or to which you or your counsel shall reasonably object, it being understood and agreed that you shall have no objection to any Prospectus Supplement filed in connection with any other offering; and the Company will prepare and file with the Commission, promptly upon your reasonable request, any amendment to the Registration Statement, Rule 462(b) Registration Statement, Term Sheet, or amendment or supplement to the Prospectus which, in the opinion of your counsel, may be necessary in connection with the distribution of the Shares by you, and will use its best efforts to cause the same to become promptly effective. If applicable, the Prospectus and any amendments or supplements thereto furnished to the Underwriter will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T. (e) If, at any time when the Prospectus is required by the 1933 Act or the 1934 Act to be delivered under the Act or the Exchange Act in connection with sales of Sharesthe Securities, any event shall will occur or condition will exist as a result of whichwhich it is necessary, in the reasonable opinion of outside counsel for to the UnderwriterUnderwriters or the Company, it becomes to amend the Registration Statement in order that the Registration Statement will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading or to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances existing when that the Prospectus is delivered to a purchaser, not misleading, or if it is necessary to amend or supplement the Prospectus to comply with any law, the Company will forthwith prepare and file with the Commission an appropriate amendment or supplement to the Prospectus (in form and substance reasonably satisfactory to counsel for the Underwriter) so that the statements in the Prospectus, as so amended or supplemented, will not contain include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, therein not misleading in the light of the circumstances existing when at the time it is so delivered, not misleadingdelivered to a purchaser, or so if it will be necessary, in the reasonable opinion of such outside counsel, at any such time to amend the Registration Statement, to file a new registration statement, or to amend or supplement the Prospectus in order to comply with the requirements of the 1933 Act, the Transaction Entities will (i) promptly prepare and file with the Commission, such amendment, supplement or new registration statement as may be necessary to correct such statement or omission or to comply with such requirements, provided that the Prospectus will comply with Transaction Entities shall not make any lawfiling to which the Representative reasonably objects, (ii) use its best efforts to have such amendment or new registration statement become effective as soon as practicable, and to (iii) furnish to the Underwriter and to such dealers as you shall specifyRepresentative, without charge, such number of copies thereof of such amendment, supplement or new registration statement as the Underwriter or dealers Representative may reasonably request. (fd) Each of the The Transaction Entities will use its best efforts, in cooperation cooperate with the Underwriter, Representative in endeavoring to qualify, register or perfect exemptions qualify the Securities for the Shares for offer and sale by the Underwriter under the applicable state securities or Blue Sky laws and real estate syndication laws of such jurisdictions as you the Representative may reasonably requesthave designated in writing and will make such applications, file such documents, and furnish such information as may be reasonably required for that purpose; provided, however, none of that the Transaction Entities will not be required to qualify as a foreign corporation, trust or to file a general consent to service of process in any such jurisdiction, subject itself to taxation in respect of doing business in any jurisdiction in which where it is not otherwise so subject, or provide any undertaking or make any change in its charter or by-laws that the Board of Trustees of the Company reasonably determines to be contrary to the best interests of the Company and its shareholders. In each jurisdiction in which the Shares have been now so qualified or registered, the required to file such a consent. The Transaction Entities will use all reasonable efforts will, from time to time, prepare and file such statements, reports reports, and other documents as are or may be required by the laws of such jurisdiction, to continue such qualification or registration qualifications in effect for so long a period as the Underwriter Representative may reasonably request for distribution of the Securities. (e) The Transaction Entities will deliver to, or upon the order of, the Representative, from time to time, as many copies of any Preliminary Prospectus as the Representative may reasonably request. The Transaction Entities will deliver to, or upon the order of, the Representative during the period when delivery of a Prospectus is required under the 1933 Act, as many copies of the Prospectus in final form, or as thereafter amended or supplemented, as the Representative may reasonably request. The Transaction Entities will deliver to the Representative at or before the Closing Date, a conformed copy of the Registration Statement and all amendments thereto including all exhibits filed therewith, and will deliver to the Representative such number of copies of the Registration Statement (including such number of copies of the exhibits filed therewith that may reasonably be requested) and of all amendments thereto, as the Representative may reasonably request. (f) The Company will comply with the 1933 Act and the 1934 Act so as to permit the completion of the distribution of the SharesSecurities as contemplated in this Agreement and the Prospectus. (g) To If the General Disclosure Package is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available to prospective purchasers and any event will occur as a result of which, in the judgment of the Transaction Entities or in the reasonable opinion of the Underwriters, it becomes necessary to amend or supplement the General Disclosure Package in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or to make the statements therein not conflict with the information contained in the Registration Statement then on file, or if it is necessary at any time to amend or supplement the General Disclosure Package to comply with any applicable law, the Transaction Entities promptly will notify the Underwriters and will prepare, file with the Commission (if required) and furnish to the Underwriters and any dealers an appropriate amendment or supplement to the General Disclosure Package. (h) The Company will make generally available to the Company's shareholders its security holders, as soon as reasonably it is practicable but not later than sixty (60) days after the close of the period covered thereby (ninety (90) days in the event the close of such period is the close of the Company's fiscal year)to do so, an earnings statement or statements (in form complying with the provisions of Rule 158 of the Act) covering a period of at least twelve months after the effective date of the Registration Statement (but in no event commencing later than ninety (90) days after such date) which shall need not be audited), which will satisfy the provisions requirements of Section 11(a) of the Act, and, if required by 1933 Act and Rule 158 of the Act, to file such statement as an exhibit to the next periodic report required to be filed by the Company under the Exchange Act covering the period when such earnings statement is released. (h) During the period of five years after the date of this Agreement, to furnish to you as soon as available a copy of each regular and periodic report, financial statement or other publicly available information of the Transaction Entities and any of their subsidiaries mailed to the holders of the Shares or filed with the Commission or any securities exchange, and any such publicly available information concerning the Transaction Entities or any of their subsidiaries as you may reasonably request1933 Act. (i) During Except for any non-registered guarantees issued by the Company in connection with any internal tax restructuring, any private securitization or other secured financing, any government-sponsored enterprise issuance of stripped mortgage-backed securities and excess servicing (XSIO transaction) or any guarantees of derivatives swaps issued by the Company, no offering, sale, short sale or other disposition of any debt securities issued or guaranteed by the Company or other securities convertible into or exchangeable or exercisable for debt securities issued or guaranteed by the Company or derivative of debt securities issued or guaranteed by the Company (or agreement for such) will be made for a period of 30 days after the date of the Prospectus, directly or indirectly, by the Company, otherwise than hereunder or with the prior written consent of the Representative. (j) The Company will apply the net proceeds of the sale of the Securities as set forth in the Registration Statement, the General Disclosure Package and the Prospectus. (k) The Transaction Entities will cooperate with the Representative and use their commercially reasonable efforts to permit the offered Securities to be eligible for clearance and settlement through the facilities of DTC. (l) The Company will maintain a trustee, paying agent and registrar for the Notes. (m) The Transaction Entities will not take, directly or indirectly, any action designed to cause or result in, or that has constituted or might reasonably be expected to constitute, the stabilization or manipulation of the price of any securities of the Transaction Entities to facilitate the sale or resale of the Securities, except as may be allowed by law. (n) The Transaction Entities, during the period when the Prospectus is required to be delivered under the Act or the Exchange Act in connection with sales of the Shares1933 Act, to will file all documents required to be filed by it with the Commission pursuant to Section 13the 1933 Act and the 1934 Act, 14 or 15 of the Exchange Act as applicable, within the time periods required by such act, rule or regulation. To the Exchange extent the distribution of Securities has been completed, the Transaction Entities will not be required to provide the Underwriters with reports it is required to file with the Commission under the 1934 Act. (jo) To pay all costs, expenses, fees and taxes incident The Company will use commercially reasonable efforts to (imaintain a rating by a “nationally recognized statistical rating organization” as defined in Section 3(a)(62) the preparation, printing, filing and distribution under the Act of the Registration Statement and 1934 Act (“NRSRO”) while any amendment thereto (including financial statements and exhibits), each preliminary prospectus, the Prospectus and all amendments and supplements to any of them prior to or during the period specified in Section 5(b), (ii) the printing and delivery of this Agreement and the Blue Sky Memorandum (including the reasonable disbursements of counsel for the Underwriter relating to the printing and delivery of the Blue Sky Memorandum), (iii) the qualification of registration of the Shares for offer and sale under the securities, Blue Sky laws or real estate syndication laws of the several states in accordance with Section 5(f) hereof, (iv) the fee of and the filings and clearance, if any, with the National Association of Securities Dealers, Inc. (the "NASD") in connection with the Offering, (v) the fee of and the listing of the Shares on the New York Stock Exchange, Inc. ("NYSE"), (vi) furnishing such copies of the Registration Statement, the Prospectus and all amendments and supplements thereto as may be requested for use in connection with the offering or sale of the Shares by the Underwriter, (vii) the preparation, issuance and delivery of certificates for the Shares to the Underwriter, (viii) the costs and charges of any transfer agent or registrar, (ix) any transfer taxes imposed on the sale by the Company of the Shares to the Underwriter and (x) the fees and disbursements of the Company's counsel and accountantsNotes remain outstanding. (kp) The Transaction Entities Company will use their its reasonable best efforts to effect within thirty (30) days of the Closing Date and to maintain the listing of the Shares Notes on the NYSE for a period of three years after the Closing Date and thereafter unless the Company's Board of Trustees determines that it is no longer in the best interests of the Company for the Shares to continue to be so listedNYSE. (l) The Transaction Entities will use their best efforts to do and perform all things required to be done and performed under this Agreement by the Transaction Entities prior to the Closing Date and to satisfy all conditions precedent to the delivery of the Shares. (m) The Company will use the net proceeds received by it from the sale of the Shares in the manner specified in the Prospectus Supplement under "Use of Proceeds." (n) The Company will prepare and file or transmit for filing with the Commission in accordance with Rule 424(b) of the Act copies of the Prospectus. (o) The Transaction Entities will use their best efforts to ensure that the Company continues to qualify as a "real estate investment trust" ("REIT") under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the "Code"), for a period of three years after the date of this Agreement unless the Company's Board of Directors determines that it is no longer in the best interest of the Company to be so qualified. (p) The Transaction Entities will not at any time, directly or indirectly, take any action intended, or which might reasonably be expected, to cause or result in, or which will constitute, stabilization of the price of the Shares to facilitate the sale or resale of any Shares in violation of the Act.