Common use of Internalization Clause in Contracts

Internalization. All required corporate or partnership actions of the Company and the Operating Partnership, respectively, and stockholder approvals with respect to the Internalization as set forth in the Company’s proxy statement dated September 5, 2006 (the “Proxy Statement”), have been duly taken or obtained. The charter amendments referred to in the Proxy Statement have been duly approved by the stockholders of the Company and the pre-listing charter amendment has been filed with the Maryland State Department of Assessments and Taxation (the “SDAT”). The post-listing charter amendment will be filed with the SDAT prior to the Closing Time. The Internalization and the transactions contemplated by each of the Initial Internalization Agreements have been consummated in accordance with the terms thereof in all material respects. Each of the Ongoing Internalization Agreements is in full force and effect as of the date hereof. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any other party, is in material violation of or in material default in the performance or observance of any obligation, agreement, covenant or condition contained in any of the Ongoing Internalization Agreements to which it is a party. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the Company or any subsidiary, arising out of or in connection with the Internalization Agreements.

Internalization. All required corporate or partnership actions of the Company and the Operating Partnership, respectively, and stockholder approvals with respect to the Internalization as set forth in the Company’s proxy statement dated September 5, 2006 (the “Proxy Statement”), have been duly taken or obtained. The charter amendments referred to in the Proxy Statement have been duly approved by the stockholders of the Company and the pre-listing charter amendment has been filed with the Maryland State Department of Assessments and Taxation (the “SDAT”). The post-listing charter amendment will be filed with the SDAT prior to the Closing Time. The Internalization and the transactions contemplated by each of the Initial Internalization Agreements have been consummated in accordance with the terms thereof in all material respectsthereof. Each of the Ongoing Internalization Agreements is in full force and effect as of the date hereof. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any other party, is in material violation of or in material default in the performance or observance of any obligation, agreement, covenant or condition contained in any of the Ongoing Internalization Agreements to which it is a party. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened, against or affecting the Company or any subsidiary, arising out of or in connection with the Internalization Agreements.