Common use of PUBLIC REPORTS; NO MATERIAL ADVERSE CHANGE Clause in Contracts

PUBLIC REPORTS; NO MATERIAL ADVERSE CHANGE. As of their respective dates, each SEC Filing filed since December 31, 2011 complied as to form in all material respects with the requirements of the Securities Act and the 1934 Act and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein, in light of the circumstances under which they were made, or necessary to make the statements therein not misleading. The Company has made all of the SEC Filings required to be made by it since December 31, 2011. Except as disclosed in the SEC Filings or any press releases issued by the REIT and attached to the Disclosure Letter, there has been since December 31, 2011 no adverse change in the condition (financial or other), assets, business, or results of operations of the REIT or any of the Subsidiaries which could reasonably be expected to have material Adverse Effect on the REIT and the Subsidiaries on a consolidated basis, other than those occurring as a result of general economic or financial conditions or other developments which are not unique to the REIT or any Subsidiary but also generally affect other Persons who participate or are engaged on the lines of business in which the REIT or any Subsidiary participate or are engaged. Except as for matters reflected or reserved against in the balance sheet included in the REIT's most recent 10-Q as filed with the Commission, and except as disclosed in the SEC Filings or any press release issued by the REIT and attached to the Disclosure Letter (in each case as filed with the Commission or issued since the date of filing of the REIT's most recent 10-Q), since the date of such balance sheet there has been no obligation or liability (contingent or otherwise) incurred by the REIT or any of the Subsidiaries, except liabilities or obligations (i) which were incurred in the ordinary course of business consistent with past practice or (ii) which could not have been, and could not be, reasonably expected to have a Material Adverse Effect on the REIT and its Subsidiaries on consolidated basis.

PUBLIC REPORTS; NO MATERIAL ADVERSE CHANGE. As of their respective dates, the date of this Agreement each SEC Filing filed since December 31, 2011 1997 complied as to form in all material respects with the requirements of the Securities Act and the 1934 Exchange Act and did not when filed contain an untrue statement of a material fact or omit to state a material fact required to be stated therein, in light of the circumstances under which they were made, therein or necessary to make the statements therein not misleading. The Company has made all of the SEC Filings required to be made by it since December 31, 2011. Except as disclosed in the SEC Filings or any press releases issued by the REIT and attached to the Disclosure LetterFilings, there has been since December 31September 30, 2011 1998 (i) no adverse change in the condition (financial or other), assets, business, or results of operations or prospects of the REIT REIT, the Operating Partnership or any of the Subsidiaries which could reasonably be expected to have material a Material Adverse Effect on the REIT REIT, the Operating Partnership and the Subsidiaries on a consolidated basis, other than those occurring as a result of general economic or financial conditions or other developments which are not unique to the REIT or any Subsidiary but also generally affect other Persons who participate or are engaged on the lines of business in which the REIT or any Subsidiary participate or are engaged. Except as for matters reflected or reserved against in the balance sheet included in the REIT's most recent 10-Q as filed with the Commission, and except as disclosed in the SEC Filings or any press release issued by the REIT and attached to the Disclosure Letter (in each case as filed with the Commission or issued since the date of filing of the REIT's most recent 10-Q), since the date of such balance sheet there has been ii) no obligation or liability (contingent or otherwise) incurred by the REIT REIT, the Operating Partnership or any of the Subsidiaries, except other than obligations and liabilities or obligations (i) which were incurred in the ordinary course of business consistent with past practice or (ii) which could would not have been, and could not be, reasonably expected to have a Material Adverse Effect on the REIT and its REIT, the Operating Partnership or on any of the Subsidiaries on a consolidated basisbasis and no mortgage, encumbrance or Lien placed on any of the properties of the REIT, the Operating Partnership or any of the Subsidiaries which remains in existence on the date hereof other than mortgages, encumbrances and Liens incurred in the ordinary course of business, and (iii) no acquisition or disposition of any material assets by the REIT, the Operating Partnership or any of the Subsidiaries (or any contract or arrangement therefor), or any other material transaction, otherwise than for fair value in the ordinary course of business. There is no material fact known to the REIT or the Operating Partnership which the REIT or the Operating Partnership have not disclosed in the SEC Filings which have or, insofar as the REIT or the Operating Partnership can reasonably foresee, may have or will have a Material Adverse Effect on the REIT, the Operating Partnership or the Subsidiaries on a consolidated basis or a Material Adverse Effect on the ability of the REIT or the Operating Partnership to perform their respective obligations under any of the Transaction Documents to which they are a party or any document contemplated hereby or thereby.

PUBLIC REPORTS; NO MATERIAL ADVERSE CHANGE. As of their respective dates, each SEC Filing filed since December 31, 2011 complied (a) The Shelf Registration Statement complies as to form in all material respects with the requirements of the Securities Act and the 1934 Act and did does not contain an untrue statement of a material fact or omit to state a material fact required to be stated thereintherein or necessary, in order to make the statements made, in light of the circumstances under which they were made, or necessary to make the statements therein made not misleading. The Company REIT has made all of the SEC Filings required to be made by it since December 31June 1, 20111997. Except as disclosed in the SEC Filings or any press releases issued by the REIT and attached to the Disclosure LetterFilings, there has been since December 31, 2011 1998 no adverse change in the condition (financial or other), assets, business, or results of operations of the REIT or any of the Subsidiaries which could reasonably be expected to have material a Material Adverse Effect on the REIT and the Subsidiaries on a consolidated basis, other than those occurring as a result of general economic or financial conditions or other developments which are not unique to the REIT or any Subsidiary but also generally affect other Persons who participate or are engaged on the lines of business in which the REIT or any Subsidiary participate or are engaged. Except as for matters reflected or reserved against in the balance sheet included in the REIT's most recent 10-Q K as filed with the Commission, and except as disclosed in the SEC Filings or any press release issued by the REIT and attached to the Disclosure Letter (in each case as filed with the Commission or issued since the date of filing of the REIT's most recent 10-QK), since the date of such balance sheet there has been no material obligation or material liability (contingent or otherwise) incurred by the REIT or any of the Subsidiaries, except liabilities or obligations (i) which were incurred in the ordinary course of business business. The documents listed on Part IV, Item 14 of the REIT's 10-K for the year ended December 31, 1998 have been compiled in compliance with Item 601 of Regulation S-K of the Securities Act. (b) The financial statements of the REIT included in or incorporated by reference in the Shelf Registration Statement comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with GAAP applied on a consistent with past practice basis during the periods involved (except (i) as may be otherwise indicated in such financial statements or the notes thereto or (ii) which could in the case of unaudited interim statements, to the extent they may not have been, include footnotes or may be condensed or summary statements) and could not be, reasonably expected to have a Material Adverse Effect on fairly present in all material respects the consolidated financial position of the REIT and its the Subsidiaries on as of the dates thereof and the consolidated basisresults of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). (c) As of the date hereof, to the knowledge of the REIT and the Operating Partnership there are not any material liabilities, contingent or otherwise, of the REIT and the Operating Partnership, that have not been disclosed in the financial statements (including the notes thereto) referred to above or otherwise disclosed in the SEC Filings or other items provided to the Purchaser.

PUBLIC REPORTS; NO MATERIAL ADVERSE CHANGE. As of their respective dates, each SEC Filing filed since December 31, 2011 1997 complied as to form in all material respects with the requirements of the Securities Act and the 1934 Act and did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein, in light of the circumstances under which they were made, or necessary to make the statements therein not misleading. The Company has made all of the SEC Filings required to be made by it since December 31, 20111997. Except as disclosed in the SEC Filings or any press releases issued by the REIT and attached to the Disclosure Letter, there has been since December 31, 2011 1997 no adverse change in the condition (financial or other), assets, business, or results of operations of the REIT or any of the Subsidiaries which could reasonably be expected to have material a Material Adverse Effect on the REIT and the Subsidiaries on a consolidated basis, other than those occurring as a result of general economic or financial conditions or other developments which are not unique to the REIT or any Subsidiary but also generally affect other Persons who participate or are engaged on the lines of business in which the REIT or any Subsidiary participate or are engaged. Except as for matters reflected or reserved against in the balance sheet included in the REIT's most recent 10-Q as filed with the Commission, and except as disclosed in the SEC Filings or any press release issued by the REIT and attached to the Disclosure Letter (in each case as filed with the Commission or as issued since the date of filing of the REIT's most recent 10-Q), since the date of such balance sheet there has been no obligation or liability (contingent or otherwise) incurred by the REIT or any of the Subsidiaries, except liabilities or obligations (i) which were incurred in the ordinary course of business consistent with past practice or (ii) which could not have been, and could not be, reasonably expected to have a Material Adverse Effect on the REIT and its Subsidiaries on a consolidated basis.

PUBLIC REPORTS; NO MATERIAL ADVERSE CHANGE. As of their respective datesthe date of this Agreement, each SEC Filing filed since December 31January 1, 2011 complied 1999 complies as to form in all material respects with the requirements of the Securities Act and the 1934 Act and did does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein, in light of the circumstances under which they were made, or necessary to make the statements therein not misleading. The Company REIT has made all of the SEC Filings required to be made by it since December 31January 1, 20111999. Except as disclosed in the SEC Filings or any press releases issued by the REIT and attached to the Disclosure Letter, there has been filed since December 31, 2011 1999, since December 31, 1999 there have been (i) no adverse change in the condition (financial or other), assets, business, or results of operations of the REIT REIT, the Operating Partnership or any of the Subsidiaries which could reasonably be expected to have material a Material Adverse Effect on the REIT REIT, the Operating Partnership and the Subsidiaries on a consolidated basis, other than those occurring as a result of general economic or financial conditions or other developments which are not unique to the REIT or any Subsidiary but also generally affect other Persons who participate or are engaged on the lines of business in which the REIT or any Subsidiary participate or are engaged. Except as for matters reflected or reserved against in the balance sheet included in the REIT's most recent 10-Q as filed with the Commission, and except as disclosed in the SEC Filings or any press release issued by the REIT and attached to the Disclosure Letter (in each case as filed with the Commission or issued since the date of filing of the REIT's most recent 10-Q), since the date of such balance sheet there has been ii) no obligation or liability (contingent or otherwise) incurred by the REIT REIT, the Operating Partnership or any of the Subsidiaries, except other than obligations and liabilities or obligations (i) which were incurred in the ordinary course of business consistent with past practice or (ii) which could would not have been, and could not be, reasonably expected to have a Material Adverse Effect on the REIT, the Operating Partnership or on any of the Subsidiaries and no mortgage, encumbrance or Lien placed on any of the properties of the REIT, the Operating Partnership or any of the Subsidiaries which remains in existence on the date hereof other than mortgages, encumbrances and Liens incurred in the ordinary course of business, and (iii) no acquisition or disposition of any material assets by the REIT, the Operating Partnership or any of the Subsidiaries (or any contract or arrangement therefor), or any other material transaction, otherwise than for fair value in the ordinary course of business. There is no material fact known to the REIT and its or the Operating Partnership which the REIT or the Operating Partnership have not disclosed in the SEC Filings since December 31, 1999 which have or, insofar as the REIT or the Operating Partnership can reasonably foresee, may have or will have a Material Adverse Effect on the REIT, the Operating Partnership or the Subsidiaries on a consolidated basisbasis or a Material Adverse Effect on the ability of the REIT or the Operating Partnership to perform their respective obligations under any of the Transaction Documents to which they are a party or any document contemplated hereby or thereby.