Common use of No Advisory or Fiduciary Relationships Clause in Contracts

No Advisory or Fiduciary Relationships. The Company hereby acknowledges that (a) the purchase and sale of the Shares pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters and any affiliate through which it may be acting, on the other, (b) the Underwriters are acting as principal and not as an agent or fiduciary of the Company and (c) the Company’s engagement of the Underwriters in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering of the Shares (irrespective of whether any of the Underwriters has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with the offering of the Shares or the process leading thereto. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Primary Entities and the several Underwriters. Very truly yours, PS Business Parks, Inc. By: /s/ Xxxxxx X. Xxxxxxx, Xx. Name: Xxxxxx X. Xxxxxxx, Xx. Title: President and Chief Executive Officer PS Business Parks L.P. By: PS Business Parks, Inc., General Partner By: /s/ Xxxxxx X. Xxxxxxx, Xx. Name: Xxxxxx X. Xxxxxxx, Xx. Title: President and Chief Executive Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Credit Suisse Securities (USA) LLC By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Managing Director Xxxxxxx, Xxxxx & Co. By: /s/ Xxxxxxx, Sachs & Co. Name: Title: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Managing Director Xxxxx Fargo Securities, LLC By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director Underwriters Firm Shares Credit Suisse Securities (USA) LLC 750,000 Xxxxxxx, Xxxxx & Co. 750,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 750,000 Xxxxx Fargo Securities, LLC 750,000 Total 3,000,000 (a) Issuer Free Writing Prospectuses (b) Free Writing Prospectus filed pursuant to Rule 433 of the Securities Act on August 11, 2009. (c) Pricing Information

No Advisory or Fiduciary Relationships. The Company hereby acknowledges that (a) the purchase and sale of the Shares pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters Underwriter and any affiliate through which it may be acting, on the other, (b) the Underwriters are Underwriter is acting as principal and not as an agent or fiduciary of the Company and (c) the Company’s engagement of the Underwriters Underwriter in connection with the offering and the process leading up to the offering is as independent contractors contractor and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering of the Shares (irrespective of whether any of the Underwriters Underwriter has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Underwriters have Underwriter has rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with the offering of the Shares or the process leading thereto. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Primary Entities and the several UnderwritersUnderwriter. Very truly yours, PS Business Parks, Inc. By: /s/ Xxxxxx X. Xxxxxxx, Xx. Xxxxx Name: Xxxxxx X. Xxxxxxx, Xx. Xxxxx Title: Executive Vice President and Chief Executive Officer PS Business Parks L.P. By: PS Business Parks, Inc., General Partner By: /s/ Xxxxxx X. Xxxxxxx, Xx. Xxxxx Name: Xxxxxx X. Xxxxxxx, Xx. Xxxxx Title: Executive Vice President and Chief Executive Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Credit Suisse Securities (USA) LLC By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Managing Director Xxxxxxx, Xxxxx & Co. By: /s/ Xxxxxxx, Sachs & Co. Name: Title: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Managing Director Xxxxx Fargo SecuritiesWachovia Capital Markets, LLC By: /s/ Xxxxx Xxxxxx Xxx Name: Xxxxx Xxxxxx Xxx Title: Managing Director Underwriters Firm Shares Credit Suisse Securities (USA) LLC 750,000 Xxxxxxx, Xxxxx & Co. 750,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 750,000 Xxxxx Fargo Securities, LLC 750,000 Total 3,000,000 (a) [Signature page to the Underwriting Agreement] SCHEDULE I Issuer General Use Free Writing Prospectuses (b) Free Writing Prospectus filed pursuant to Rule 433 of the Securities Act on August 11, 2009. (c) Pricing Information1. Final Term Sheet

No Advisory or Fiduciary Relationships. The Company hereby acknowledges that (a) the purchase and sale of the Shares pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters Underwriter and any affiliate through which it may be acting, on the other, (b) the Underwriters are Underwriter is acting as principal and not as an agent or fiduciary of the Company and (c) the Company’s engagement of the Underwriters Underwriter in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering of the Shares (irrespective of whether any of the Underwriters Underwriter has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Underwriters have Underwriter has rendered advisory services of any nature or respect, or owe owes an agency, fiduciary or similar duty to the Company, in connection with the offering of the Shares or the process leading thereto. If Please confirm that the foregoing is in accordance with your understanding of our agreement, please sign and return to us correctly sets forth the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Primary Entities and the several UnderwritersUnderwriter. Very truly yours, PS Business Parks, Inc. By: /s/ Xxxxxx X. Xxxxxxx, Xx. Xxxxx Name: Xxxxxx X. Xxxxxxx, Xx. Xxxxx Title: Executive Vice President and Chief Executive Officer PS Business Parks L.P. By: PS Business Parks, Inc., General Partner By: /s/ Xxxxxx X. Xxxxxxx, Xx. Xxxxx Name: Xxxxxx X. Xxxxxxx, Xx. Xxxxx Title: Executive Vice President and Chief Executive Officer The foregoing Agreement is hereby confirmed Confirmed and accepted as of the date first above written. Credit Suisse Securities (USA) LLC By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Managing Director Xxxxxxx, Xxxxx & Co. By: /s/ Xxxxxxx, Sachs & Co. Xxxx Xxxxxxx Name: Xxxx Xxxxxxx Title: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Managing Director Xxxxx Fargo Securities, LLC By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director Underwriters Firm Shares Credit Suisse Securities (USA) LLC 750,000 Xxxxxxx, Xxxxx & Co. 750,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 750,000 Xxxxx Fargo Securities, LLC 750,000 Total 3,000,000Vice President (a) Issuer Free Writing Prospectuses: None (b) Free Writing Prospectus filed pursuant to Rule 433 of Pricing Information Provided Orally by the Securities Act on August 11, 2009. (c) Pricing InformationUnderwriter

No Advisory or Fiduciary Relationships. The Company hereby acknowledges that (a) the purchase and sale of the Shares pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters and any affiliate through which it may be acting, on the other, (b) the Underwriters are acting as principal and not as an agent or fiduciary of the Company and (c) the Company’s engagement of the Underwriters in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering of the Shares (irrespective of whether any of the Underwriters has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with the offering of the Shares or the process leading thereto. If Please confirm that the foregoing is in accordance with your understanding of our agreement, please sign and return to us correctly sets forth the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Primary Entities and the several Underwriters. Very truly yours, PS Business Parks, Inc. By: /s/ Xxxxxx X. Xxxxxxx, Xx. Xxxxx Name: Xxxxxx X. Xxxxxxx, Xx. Xxxxx Title: Executive Vice President and Chief Executive Officer PS Business Parks L.P. By: PS Business Parks, Inc., General Partner By: /s/ Xxxxxx X. Xxxxxxx, Xx. Xxxxx Name: Xxxxxx X. Xxxxxxx, Xx. Xxxxx Title: Executive Vice President and Chief Executive Officer The foregoing Agreement is hereby confirmed Confirmed and accepted as of the date first above writtenwritten on behalf of themselves and the several Underwriters. Credit Suisse Securities (USA) LLC By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Managing Director XxxxxxxXXXXXXX LYNCH, Xxxxx PIERCE, XXXXXX & Co. By: /s/ Xxxxxxx, Sachs & Co. Name: Title: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Managing Director Xxxxx Fargo Securities, LLC XXXXX INCORPORATED By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director XXXXXX XXXXXXX & CO. LLC By: /s/ Yurij Slyz Name: Yurij Slyz Title: Executive Director XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Director Underwriters Number of Firm Shares Credit Suisse Securities (USA) LLC 750,000 Xxxxxxx, Xxxxx & Co. 750,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 750,000 1,266,600 Xxxxxx Xxxxxxx & Co. LLC 1,266,600 Xxxxx Fargo Securities, LLC 750,000 1,266,800 RBC Capital Markets, LLC 200,000 Total 3,000,000 4,000,000 Issuer: PS Business Parks, Inc. (a) Issuer Free Writing Prospectuses (b) Free Writing Prospectus filed pursuant to Rule 433 of the Securities Act on August 11, 2009. (c) Pricing InformationPSB)

No Advisory or Fiduciary Relationships. The Company hereby acknowledges that (a) the purchase and sale of the Shares pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters and any affiliate through which it may be acting, on the other, (b) the Underwriters are acting as principal and not as an agent or fiduciary of the Company and (c) the Company’s engagement of the Underwriters in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering of the Shares (irrespective of whether any of the Underwriters has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with the offering of the Shares or the process leading thereto. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Primary Entities and the several Underwriters. Very truly yours, PS Business Parks, Inc. By: /s/ Xxxxxx X. Xxxxxxx, Xx. Xxxxx Name: Xxxxxx X. Xxxxxxx, Xx. Xxxxx Title: Executive Vice President and Chief Executive Officer PS Business Parks L.P. By: PS Business Parks, Inc., General Partner By: /s/ Xxxxxx X. Xxxxxxx, Xx. Xxxxx Name: Xxxxxx X. Xxxxxxx, Xx. Xxxxx Title: Executive Vice President and Chief Executive Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Wachovia Capital Markets, LLC By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Managing Director Xxxxxx Xxxxxxx & Co. Incorporated By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Executive Director For themselves and the other several Underwriters named in Schedule I to the foregoing Agreement. [Signature page to the Underwriting Agreement] Wachovia Capital Markets, LLC 1,200,000 Xxxxxx Xxxxxxx & Co. Incorporated 1,200,000 Citigroup Global Capital Markets Inc. 1,200,000 Xxxxxxx Lynch, Pierce, Xxxxxx and Xxxxx Incorporated 1,200,000 Credit Suisse Securities (USA) LLC By: /s/ 100,000 RBC Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Managing Director Xxxxxxx, Xxxxx & Co. By: /s/ Xxxxxxx, Sachs & Co. Name: Title: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Managing Director Xxxxx Fargo Securities, LLC By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director Underwriters Firm Shares Credit Suisse Securities (USA) LLC 750,000 Xxxxxxx, Xxxxx & Co. 750,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 750,000 Xxxxx Fargo Securities, LLC 750,000 Inc. 100,000 Total 3,000,0005,000,000 (a) Issuer Free Writing Prospectuses (b) Free Writing Prospectus filed pursuant to Rule 433 of the Securities Act on August 11, 2009. (c) Pricing Information1. Final Term Sheet

No Advisory or Fiduciary Relationships. The Company hereby acknowledges that (a) the purchase and sale of the Shares pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Underwriters and any affiliate through which it may be acting, on the other, (b) the Underwriters are acting as principal and not as an agent or fiduciary of the Company and (c) the Company’s engagement of the Underwriters in connection with the offering and the process leading up to the offering is as independent contractors and not in any other capacity. Furthermore, the Company agrees that it is solely responsible for making its own judgments in connection with the offering of the Shares (irrespective of whether any of the Underwriters has advised or is currently advising the Company on related or other matters). The Company agrees that it will not claim that the Underwriters have rendered advisory services of any nature or respect, or owe an agency, fiduciary or similar duty to the Company, in connection with the offering of the Shares or the process leading thereto. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Primary Entities and the several Underwriters. Very truly yours, PS Business Parks, Inc. By: /s/ Xxxxxx X. Xxxxxxx, Xx. Xxxxx Name: Xxxxxx X. Xxxxxxx, Xx. Xxxxx Title: Executive Vice President and Chief Executive Officer PS Business Parks L.P. By: PS Business Parks, Inc., General Partner By: /s/ Xxxxxx X. Xxxxxxx, Xx. Xxxxx Name: Xxxxxx X. Xxxxxxx, Xx. Xxxxx Title: Executive Vice President and Chief Executive Officer The foregoing Agreement is hereby confirmed and accepted as of the date first above written. Wachovia Capital Markets, LLC By: /s/ Xxxxxx Xxx Name: Xxxxxx Xxx Title: Managing Director Xxxxxxx Lynch, Pierce, Xxxxxx and Xxxxx Incorporated By: /s/ Alexander Virtue Name: Alexander Virtue Title: Vice President, Investment Management For themselves and the other several Underwriters named in Schedule I to the foregoing Agreement. Wachovia Capital Markets, LLC 720,000 Xxxxxxx Lynch, Pierce, Xxxxxx and Xxxxx Incorporated 720,000 Citigroup Global Markets Inc. 720,000 Xxxxxx Xxxxxxx & Co. Incorporated 720,000 Credit Suisse Securities (USA) LLC By: /s/ 60,000 RBC Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Managing Director Xxxxxxx, Xxxxx & Co. By: /s/ Xxxxxxx, Sachs & Co. Name: Title: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated By: /s/ Xxxxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Title: Managing Director Xxxxx Fargo Securities, LLC By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Director Underwriters Firm Shares Credit Suisse Securities (USA) LLC 750,000 Xxxxxxx, Xxxxx & Co. 750,000 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 750,000 Xxxxx Fargo Securities, LLC 750,000 Inc. 60,000 Total 3,000,000 (a) Issuer Free Writing Prospectuses (b) Free Writing Prospectus filed pursuant to Rule 433 of the Securities Act on August 11, 2009. (c) Pricing Information1. Final Term Sheet