Common use of Representations, Warranties and Agreements of the Transaction Entities Clause in Contracts

Representations, Warranties and Agreements of the Transaction Entities. Each of the Transaction Entities, jointly and severally, represents, warrants and agrees that, as of the date hereof: (a) A registration statement on Form S-3 (No. 333-38079), and any amendments thereto, with respect to the Shares has (i) been prepared by the Company in conformity with the requirements of the United States 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") thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act. Copies of such registration statement and any amendments

Representations, Warranties and Agreements of the Transaction Entities. Each of the Transaction Entities, jointly and severally, representsrepresents and warrants to, warrants and agrees thatwith, as each of the date hereofUnderwriters that: (a) A registration statement on Form S-3 (No. 333-3807965592 (the "2001 Registration Statement") which also constitutes a post-effective amendment to a previous registration statement No. 333-39282 (the "2000 Registration Statement") pursuant to Rule 429 of the United States Securities Act of 1933, as Amended (the "Securities Act")), and any amendments thereto, with respect to one or more series of debt securities of the Shares Operating Partnership has (i) been prepared by the Company and the Operating Partnership in conformity with the requirements of the United States 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") thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act. Copies of such registration statement and any amendmentseffective

Representations, Warranties and Agreements of the Transaction Entities. Each of the Transaction Entities, jointly and severally, represents, warrants and agrees that, as of the date hereof: (a) A registration statement on Form S-3 (No. 333-38079), 39282) (the "Registration Statement") and any amendments thereto, with respect to one or more series of debt securities of the Shares Operating Partnership has (i) been prepared by the Company and the Operating Partnership in conformity with the requirements of the United States 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") thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act. Copies ; and the indenture, dated as of such registration statement and any amendmentsOctober 24, 1997 as supplemented to the date hereof (the "Indenture"), between the

Representations, Warranties and Agreements of the Transaction Entities. Each of the Transaction Entities, jointly and severally, represents, warrants and agrees that, as of the date hereof: (a) A registration statement on Form S-3 (No. 333-38079), and any amendments thereto, with respect to the Shares has (i) been prepared by the Company in conformity with the requirements of the United States 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") thereunder, (ii) been filed with the Commission under the Securities Act and (iii) become effective under the Securities Act. Copies of such registration statement and any amendmentsamendments thereto have been delivered by the Company to the Underwriter. As used in