Common use of Representations, Warranties and Agreements of the Company and the Operating Partnership Clause in Contracts

Representations, Warranties and Agreements of the Company and the Operating Partnership. Each of the Company and the Operating Partnership, jointly and severally, represents, warrants and agrees that, as of the date hereof: (a) The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form S-3 (File No. 333-178792), including a prospectus subject to completion, relating to the Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, at the time when it became effective and as thereafter amended by any post-effective amendment, is referred to in this Agreement as the “Registration Statement”. The prospectus in the form included in the Registration Statement or, if the prospectus included in the Registration Statement omits certain information in reliance upon Rule 430A under the Securities Act and such information is thereafter included in a prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act or as part of a post-effective amendment to the Registration Statement after the Registration Statement becomes effective, the prospectus as so filed, is referred to in this Agreement as the “Prospectus”. If the Company files another registration statement with the Commission to register a portion of the Shares pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference to “Registration Statement” herein shall be deemed to include the registration statement on Form S-3 (File No. 333-178792) and the Rule 462 Registration Statement, as each such registration statement may be amended pursuant to the Securities Act. The prospectus subject to completion in the form included in the Registration Statement at the time of the initial filing of such Registration Statement with the Commission and as such prospectus is amended or supplemented pursuant to a preliminary prospectus supplement filed with the Commission pursuant to and in accordance with Rule 424(b) and Rule 430B from time to time until the date of the Prospectus is referred to in this Agreement as the “Preliminary Prospectus”. For purposes of this Agreement, “free writing prospectus” has the meaning ascribed to it in Rule 405 under the Securities Act, and “Issuer Free Writing Prospectus” shall mean each free writing prospectus prepared by or on behalf of the Company or used or referred to by the Company in connection with the offering of Common Shares including any “road show for an offering that is a written communication” within the meaning of Rule 433(d)(8)(i), whether or not required to be filed with the Commission. “Time of Sale Information” shall mean the Preliminary Prospectus together with the information listed in Schedule 2 hereto and the free writing prospectuses, if any, each identified in Schedule 3 hereto. All references in this Agreement to the Registration Statement, the Rule 462 Registration Statement, a Preliminary Prospectus, the Prospectus or the Time of Sale Information, or any amendments or supplements to any of the foregoing, shall be deemed to refer to and include any documents incorporated by reference therein, and shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”). Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the date of the Registration Statement, such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to any amendment or supplement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of

Representations, Warranties and Agreements of the Company and the Operating Partnership. Each of the Company and the Operating Partnership, jointly and severally, represents, warrants and agrees that, as of the date hereof: (a) The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) in accordance with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form S-3 (File No. 333-178792), including a prospectus subject to completion, relating to the Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, at the time when it became effective and as thereafter amended by any post-effective amendment, is referred to in this Agreement as the “Registration Statement”. .” The prospectus in the form included in the Registration Statement or, if the prospectus included in the Registration Statement omits certain information in reliance upon Rule 430A under the Securities Act and such information is thereafter included in a prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act or as part of a post-effective amendment to the Registration Statement after the Registration Statement becomes effective, the prospectus as so filed, is referred to in this Agreement as the “Prospectus”. .” If the Company files another registration statement with the Commission to register a portion of the Shares pursuant to Rule 462(b) under the Securities Act (the “Rule 462 Registration Statement”), then any reference to “Registration Statement” herein shall be deemed to include the registration statement on Form S-3 (File No. 333-178792) and the Rule 462 Registration Statement, as each such registration statement may be amended pursuant to the Securities Act. The prospectus subject to completion in the form included in the Registration Statement at the time of the initial filing of such Registration Statement with the Commission and as such prospectus is amended or supplemented pursuant to a preliminary prospectus supplement filed with the Commission pursuant to and in accordance with Rule 424(b) and Rule 430B from time to time until the date of the Prospectus is referred to in this Agreement as the “Preliminary Prospectus”. .” For purposes of this Agreement, “free writing prospectus” has the meaning ascribed to it in Rule 405 under the Securities Act, and “Issuer Free Writing Prospectus” shall mean each free writing prospectus prepared by or on behalf of the Company or used or referred to by the Company in connection with the offering of Common Shares including any “road show for an offering that is a written communication” within the meaning of Rule 433(d)(8)(i), whether or not required to be filed with the Commission. “Time of Sale Information” shall mean the Preliminary Prospectus together with the information listed in Schedule 2 hereto and the free writing prospectuses, if any, each identified in Schedule 3 hereto. All references in this Agreement to the Registration Statement, the Rule 462 Registration Statement, a Preliminary Prospectus, the Prospectus or the Time of Sale Information, or any amendments or supplements to any of the foregoing, shall be deemed to refer to and include any documents incorporated by reference therein, and shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”). Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the date of the Registration Statement, such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to any amendment or supplement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of.

Representations, Warranties and Agreements of the Company and the Operating Partnership. Each of the Company and the Operating Partnership, jointly and severally, represents, warrants and agrees that, as of the date hereof: (a) The A registration statement on Form S-3 (No. 333-127586), and any amendments thereto, with respect to the Shares has (i) been prepared by the Company has prepared and filed in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”) and the rules and regulations (the “Rules and Regulations”) of the United States Securities and Exchange Commission (the “Commission”) in accordance thereunder, (ii) been filed with the provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form S-3 (File No. 333-178792), including a prospectus subject to completion, relating to the Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, at the time when it became effective and as thereafter amended by any post-effective amendment, is referred to in this Agreement as the “Registration Statement”. The prospectus in the form included in the Registration Statement or, if the prospectus included in the Registration Statement omits certain information in reliance upon Rule 430A under the Securities Act and (iii) become effective under the Securities Act. Copies of such registration statement and any amendments thereto have been delivered by the Company to you as the Representatives of the Underwriters. As used in this Agreement, “Effective Time” means the date and the time as of which such registration statement, or the most recent post-effective amendment thereto, if any, was declared effective by the Commission; “Effective Date” means the date of the Effective Time; “Registration Statement” means such registration statement, as amended at the Effective Time, including any documents incorporated by reference therein at such time and all information is thereafter included contained in a the final prospectus filed with the Commission pursuant to Rule 424(b) under of the Securities Act or as Rules and Regulations and deemed to be a part of a post-effective amendment the registration statement as of the Effective Time pursuant to paragraph (b) of Rule 430A of the Rules and Regulations; “Prospectus” means the prospectus in the form in which it was filed in the Registration Statement after the Registration Statement becomes effective, the prospectus as so filed, is referred to in this Agreement as the “Prospectus”. If the Company files another registration statement with the Commission to register a portion of the Shares pursuant to Rule 462(b) under 415 of the Securities Act (the Rules and Regulations; “Rule 462 Registration Statement”), then Preliminary Prospectus” means any reference to “Registration Statement” herein shall be deemed to include the registration statement on Form S-3 (File No. 333-178792) and the Rule 462 Registration Statement, as each such registration statement may be amended pursuant preliminary prospectus supplement relating to the Securities Act. The Shares or prospectus supplement subject to completion in relating to the form Shares included in the Registration Statement at the time of the initial filing of such Registration Statement with the Commission and as such prospectus is amended or supplemented pursuant to a preliminary prospectus supplement filed with the Commission pursuant to and in accordance with Rule 424(b) and Rule 430B from time to time until the date of the Prospectus is referred to in this Agreement as the “Preliminary Prospectus”. For purposes of this Agreement, “free writing prospectus” has the meaning ascribed to it in Rule 405 under the Securities Act, Rules and Regulations; and “Issuer Free Writing ProspectusProspectus Supplement” shall mean each free writing means the prospectus prepared by or on behalf of supplement relating to the Company or used or referred to by the Company Shares for use in connection with the offering and sale of Common Shares including any “road show for an offering that the Shares, in the form in which it is a written communication” within the meaning of Rule 433(d)(8)(i), whether or not required to be filed with the Commission. “Time of Sale Information” shall mean the Preliminary Prospectus together with the information listed in Schedule 2 hereto and the free writing prospectuses, if any, each identified in Schedule 3 hereto. All references in this Agreement to the Registration Statement, the Rule 462 Registration Statement, a Preliminary Prospectus, the Prospectus or the Time of Sale Information, or any amendments or supplements to any of the foregoing, shall be deemed to refer to and include any documents incorporated by reference therein, and shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis Rule 424(b) of the Rules and Retrieval System (“XXXXX”)Regulations. Any reference in this Agreement References to the Registration Statementterm “Prospectus,” unless otherwise indicated, shall refer to the Prospectus and the Prospectus Supplement. Reference made herein to any Preliminary Prospectus or to the Prospectus shall be deemed to refer to and include the any documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the date of the Registration Statement, such Preliminary Prospectus or the Prospectus, as the case may be, and any reference to any amendment or supplement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents document filed after such date under the Securities Exchange Act ofof 1934, as amended (the “Exchange Act”), after the date of such Preliminary Prospectus or the Prospectus, as the case may be, and incorporated by reference in such Preliminary Prospectus or the Prospectus, as the case may be; and any reference to any amendment to the Registration Statement shall be deemed to include any annual report of the Company filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act after the Effective Time that is incorporated by reference in the Registration Statement. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus or Prospectus or suspending the effectiveness of the Registration Statement, and no proceeding for such purpose has been instituted or threatened by the Commission.

Representations, Warranties and Agreements of the Company and the Operating Partnership. Each of the (a) The Company and the Operating Partnership, jointly and severally, represents, warrants represent and agrees warrant to and agree with each Underwriter that, as of the date hereof: (ai) The A registration statement (Registration No. 333-110982) on Form S-3 with respect to the Shares, including the base prospectus portion thereof, and such amendments to such registration statement as may have been required to the date of this Agreement, have been prepared by the Company has prepared pursuant to and filed in conformity with the requirements of the Securities Act of 1933, as amended (the “1933 Act”), and the rules and regulations thereunder (the “1933 Act Rules and Regulations”) of the Securities and Exchange Commission (the “CommissionSEC”) and have been filed with the SEC under the 1933 Act. The Company and the transaction contemplated by this Agreement meet the requirements for use of Form S-3 under the 1933 Act and also currently meet the requirements in effect prior to October 21, 1992 for use of Form S-3. Copies of such registration statement, including any amendments thereto, the related base prospectus dated December 17, 2003, and the exhibits, financial statements and schedules thereto have heretofore been made available by the Company to you. Such registration statement became effective under the 1933 Act on December 17, 2003, 3:30 p.m., New York, New York time, and a final prospectus supplement and base prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the 1933 Act Rules and Regulations will be filed promptly by the Company with the SEC in accordance with the provisions Rule 424(b) of the Securities 1933 Act Rules and Regulations. The term “Registration Statement” as used herein means the registration statement as amended at its effective time, including financial statements and all exhibits and all documents incorporated by reference therein pursuant to Item 12 of 1933Form S-3 under the 1933 Act and, as amendedif applicable, and the rules and regulations information deemed to be included by Rule 430A of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form S-3 (File No1933 Act Rules and Regulations. 333-178792), including a prospectus subject to completion, relating to the Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules theretoIf it is contemplated, at the time when it became effective and as thereafter amended by any post-effective amendment, is referred to in this Agreement as the “Registration Statement”. The prospectus in the form included in the Registration Statement oris executed, if the prospectus included in the Registration Statement omits certain information in reliance upon Rule 430A under the Securities Act and such information is thereafter included in a prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act or as part of that a post-effective amendment to such registration statement will be filed and must be declared effective before the Registration Statement after the Registration Statement becomes effectiveoffering of Shares may commence, the prospectus term “Registration Statement” as so filed, is referred to in this Agreement used herein means the registration statement as the “Prospectus”amended by said post-effective amendment. If the Company files another an abbreviated registration statement is prepared and filed with the Commission to register a portion of the Shares pursuant to SEC in accordance with Rule 462(b) under the Securities 1933 Act (the an “Rule 462 Abbreviated Registration Statement”), then any reference to the term “Registration Statement” herein shall be deemed to include as used in this Agreement includes the registration statement on Form S-3 (File No. 333-178792) and the Rule 462 Abbreviated Registration Statement, . The term “Prospectus” as each such registration statement may be amended pursuant used herein means the final prospectus supplement with respect to the Securities Act. The prospectus subject to completion in the form included in the Registration Statement at the time of the initial filing of such Registration Statement with the Commission and Shares as such prospectus is amended or supplemented pursuant to a preliminary prospectus supplement first filed with the Commission SEC pursuant to and in accordance with Rule 424(b) and Rule 430B from time to time until the date of the Prospectus is referred to in this Agreement as 1933 Act Rules and Regulations (the “Preliminary ProspectusProspectus Supplement”. For purposes of this Agreement, “free writing prospectus” has the meaning ascribed to it in Rule 405 under the Securities Act, and “Issuer Free Writing Prospectus” shall mean each free writing prospectus prepared by or on behalf of the Company or used or referred to by the Company in connection with the offering of Common Shares including any “road show for an offering that is a written communication” within the meaning of Rule 433(d)(8)(i), whether or not required to be filed with the Commission. “Time of Sale Information” shall mean the Preliminary Prospectus together with the information listed in Schedule 2 hereto related base prospectus and the free writing prospectuses, if any, each identified in Schedule 3 hereto. All references in this Agreement to the Registration Statement, the Rule 462 Registration Statement, a Preliminary Prospectus, the Prospectus or the Time of Sale Information, or any amendments or supplements to any of the foregoing, shall be deemed to refer to and include any documents incorporated by reference therein, and shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”). Any reference in this Agreement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities 1933 Act, as . No document has been or will be prepared in connection with the offering of the date Shares in reliance on Rule 434 of the 1933 Act Rules and Regulations. For purposes of this Agreement, the words “amend,” “amendment,” “amended,” “supplement” or “supplemented” with respect to the Registration Statement, such Preliminary Statement or the Prospectus shall mean amendments or supplements to the Registration Statement or the Prospectus, as the case may be, and any reference to any amendment or supplement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any as well as documents filed after such the date under of this Agreement and prior to the Securities Exchange Act ofcompletion of the distribution of the Shares and incorporated by reference therein as described above.

Representations, Warranties and Agreements of the Company and the Operating Partnership. Each of the (a) The Company and the Operating Partnership, jointly and severally, represents, warrants represent and agrees warrant to and agree with each Underwriter that, as of the date hereof: (ai) The A registration statement (Registration No. 333-115213) on Form S-11 with respect to the Shares, including such amendments to such registration statement as may have been required to the date of this Agreement, has been prepared by the Company has prepared pursuant to and filed in conformity with the requirements of the Securities Act of 1933, as amended (the “1933 Act”), and the rules and regulations thereunder (the “1933 Act Rules and Regulations”) of the Securities and Exchange Commission (the “CommissionSEC”) and has been filed with the SEC under the 1933 Act. Copies of such registration statement, including any amendments thereto, each preliminary prospectus (meeting the requirements of Rule 430 or 430A of the 1933 Act Rules and Regulations) contained therein, and the exhibits, financial statements and schedules thereto have heretofore been delivered by the Company to you. Such registration statement became effective under the 1933 Act on August , 2004, at : p.m., New York, New York time (such time and date, the “Effective Time”), and a final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the 1933 Act Rules and Regulations will be filed promptly by the Company with the SEC in accordance with the provisions Rule 424(b) of the Securities 1933 Act of 1933Rules and Regulations. The term “Registration Statement” as used herein means the registration statement as amended at the Effective Time, as amendedincluding financial statements and all exhibits thereto and, and if applicable, the rules and regulations information deemed to be included by Rule 430A of the Commission thereunder (collectively, the “Securities Act”), a registration statement on Form S-3 (File No1933 Act Rules and Regulations. 333-178792), including a prospectus subject to completion, relating to the Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules theretoIf it is contemplated, at the time when it became effective and as thereafter amended by any post-effective amendment, is referred to in this Agreement as the “Registration Statement”. The prospectus in the form included in the Registration Statement oris executed, if the prospectus included in the Registration Statement omits certain information in reliance upon Rule 430A under the Securities Act and such information is thereafter included in a prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act or as part of that a post-effective amendment to the Registration Statement after the Registration Statement becomes effective, the prospectus as so filed, is referred to in this Agreement as the “Prospectus”. If the Company files another such registration statement with will be filed and must be declared effective before the Commission to register a portion offering of the Shares pursuant to may commence, the term “Registration Statement” as used herein means the registration statement as amended by said post-effective amendment. If an abbreviated registration statement is prepared and filed with the SEC in accordance with Rule 462(b) under the Securities 1933 Act (the an “Rule 462 Abbreviated Registration Statement”), then any reference to the term “Registration Statement” as used in this Agreement includes the Abbreviated Registration Statement. The term “Prospectus” as used herein means the final prospectus (the “Final Prospectus”) as first filed with the SEC pursuant to Rule 424(b) of the 1933 Act Rules and Regulations. The term “Preliminary Prospectus” as used herein shall be deemed to include mean the registration statement on Form S-3 (File No. 333-178792) preliminary prospectus dated , 2004, and any preliminary prospectus as contemplated by Rule 430 or 430A of the Rule 462 Registration Statement, as each such registration statement may be amended pursuant to the Securities Act. The prospectus subject to completion in the form 1933 Act Rules and Regulations included at any time in the Registration Statement at Statement. The Prospectus delivered to the time of the initial filing of such Registration Statement with the Commission and as such prospectus is amended or supplemented pursuant to a preliminary prospectus supplement filed with the Commission pursuant to and in accordance with Rule 424(b) and Rule 430B from time to time until the date of the Prospectus is referred to in this Agreement as the “Preliminary Prospectus”. For purposes of this Agreement, “free writing prospectus” has the meaning ascribed to it in Rule 405 under the Securities Act, and “Issuer Free Writing Prospectus” shall mean each free writing prospectus prepared by or on behalf of the Company or used or referred to by the Company Underwriters for use in connection with the offering of Common the Shares including any “road show for an offering that is a written communication” within will be identical to the meaning respective version of Rule 433(d)(8)(i), whether or not required the Prospectus created to be filed with the Commission. “Time of Sale Information” shall mean the Preliminary Prospectus together with the information listed in Schedule 2 hereto and the free writing prospectuses, if any, each identified in Schedule 3 hereto. All references in this Agreement transmitted to the Registration Statement, SEC for filing via the Rule 462 Registration Statement, a Preliminary Prospectus, the Prospectus or the Time of Sale Information, or any amendments or supplements to any of the foregoing, shall be deemed to refer to and include any documents incorporated by reference therein, and shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Gathering Analysis and Retrieval System (“XXXXX”), except to the extent permitted by Regulation S-T. No document has been or will be prepared in connection with the offerings of the Shares in reliance on Rule 434 of the 1933 Act Rules and Regulations. Any reference in For purposes of this Agreement Agreement, the words “amend,” “amendment,” “amended,” “supplement” or “supplemented” with respect to the Registration Statement, any Preliminary Prospectus Statement or the Prospectus shall be deemed mean amendments or supplements to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the date of the Registration Statement, such Preliminary Prospectus Statement or the Prospectus, as the case may be, and any reference to any amendment or supplement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of.