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
6
"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 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 THE COMPANY AND IS A VALID AND BINDING AGREEMENT,