SECURITIES ACT, AND MANAGEMENT OF THE COMPANY
BELIEVES THAT THE ASSUMPTIONS UNDERLYING THE PRO FORMA ADJUSTMENTS ARE
REASONABLE. SUCH PRO FORMA ADJUSTMENTS HAVE BEEN PROPERLY APPLIED TO THE
HISTORICAL AMOUNTS IN THE COMPILATION OF THE INFORMATION AND SUCH INFORMATION
FAIRLY PRESENTS WITH RESPECT TO THE COMPANY AND ITS CONSOLIDATED SUBSIDIARIES,
THE FINANCIAL POSITION, RESULTS OF OPERATIONS AND OTHER INFORMATION PURPORTED TO
BE SHOWN THEREIN AT THE RESPECTIVE DATES AND FOR THE RESPECTIVE PERIODS
SPECIFIED. NO PRO FORMA FINANCIAL INFORMATION IS REQUIRED TO BE INCLUDED IN THE
PROSPECTUS WHICH IS NOT SO INCLUDED.
(7)
NO MATERIAL ADVERSE CHANGE IN BUSINESS. SINCE THE RESPECTIVE DATES
AS OF WHICH INFORMATION IS GIVEN IN THE REGISTRATION STATEMENT AND THE
PROSPECTUS (IN EACH CASE EXCLUSIVE OF ANY AMENDMENTS OR SUPPLEMENTS THERETO
SUBSEQUENT TO THE DATE OF THIS AGREEMENT), EXCEPT AS OTHERWISE STATED THEREIN,
(A) THERE HAS BEEN NO MATERIAL ADVERSE CHANGE OR ANY DEVELOPMENT INVOLVING A
PROSPECTIVE MATERIAL ADVERSE CHANGE IN THE OPERATIONS, CONDITION (FINANCIAL OR
OTHERWISE), OR IN THE EARNINGS, BUSINESS AFFAIRS OR BUSINESS PROSPECTS OF THE
COMPANY AND ITS SUBSIDIARIES, INCLUDING, WITHOUT LIMITATION, THE OPERATING
PARTNERSHIP, CONSIDERED AS ONE ENTERPRISE, WHETHER OR NOT ARISING IN THE
ORDINARY COURSE OF BUSINESS (A "MATERIAL ADVERSE EFFECT"), AND (B) SINCE THE
DATE OF THE LATEST BALANCE SHEET PRESENTED IN THE REGISTRATION STATEMENT AND
PROSPECTUS, NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES HAS INCURRED OR
UNDERTAKEN ANY LIABILITIES OR OBLIGATIONS, DIRECT OR CONTINGENT, WHICH ARE
MATERIAL TO THE COMPANY AND ITS SUBSIDIARIES CONSIDERED AS ONE ENTERPRISE,
EXCEPT FOR LIABILITIES OR OBLIGATIONS WHICH ARE DESCRIBED IN THE REGISTRATION
STATEMENT AND THE PROSPECTUS.
(8)
GOOD STANDING OF THE COMPANY AND THE OPERATING PARTNERSHIP. THE
COMPANY HAS BEEN DULY ORGANIZED AND IS VALIDLY EXISTING AS A CORPORATION IN GOOD
STANDING UNDER THE LAWS OF THE STATE OF MARYLAND AND HAS POWER AND AUTHORITY TO
OWN, LEASE AND OPERATE ITS PROPERTIES AND TO CONDUCT ITS BUSINESS AS DESCRIBED
IN THE PROSPECTUS AND TO ENTER INTO AND PERFORM ITS OBLIGATIONS UNDER THIS
AGREEMENT; AND THE OPERATING
6
PARTNERSHIP HAS BEEN DULY FORMED AND IS VALIDLY EXISTING AS A LIMITED
PARTNERSHIP IN GOOD STANDING UNDER THE LAWS OF THE STATE OF DELAWARE AND HAS
AUTHORITY TO OWN, LEASE AND OPERATE ITS PROPERTIES AND TO CONDUCT ITS BUSINESS
AS DESCRIBED IN THE PROSPECTUS. EACH OF THE COMPANY AND THE OPERATING
PARTNERSHIP IS DULY QUALIFIED AS A FOREIGN CORPORATION TO TRANSACT BUSINESS AND
IS IN GOOD STANDING IN THE STATE OF NEW YORK AND IN EACH OTHER JURISDICTION IN
WHICH SUCH QUALIFICATION IS REQUIRED, WHETHER BY REASON OF THE OWNERSHIP OR
LEASING OF PROPERTY OR THE CONDUCT OF BUSINESS, EXCEPT (SOLELY IN THE CASE OF
JURISDICTIONS OTHER THAN THE STATE OF NEW YORK) WHERE THE FAILURE SO TO QUALIFY
OR TO BE IN GOOD STANDING WOULD NOT RESULT IN A MATERIAL ADVERSE EFFECT.
(9)
THE PARTNERSHIP AGREEMENT. THE THIRD AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP OF THE OPERATING PARTNERSHIP (THE "PARTNERSHIP
AGREEMENT") HAS BEEN DULY AND VALIDLY AUTHORIZED, EXECUTED AND DELIVERED BY