Common use of No Material Adverse Change in Business Clause in Contracts

No Material Adverse Change in Business. Except as otherwise stated therein, since the respective dates as of which information is given in the Registration Statement or the Prospectus, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, the Operating Partnership and their respective subsidiaries considered as one enterprise (including all of the properties owned by the Company, the Operating Partnership or their respective subsidiaries and described in the Prospectus (the “Properties”)), whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect to such entities considered as one enterprise or incurred any liability or obligation, direct or contingent, that is material to such entities considered as one enterprise, and (C) except for regular quarterly dividends on the Common Stock, the 5.875% Series B Cumulative Redeemable Preferred Stock and the 5.625% Series C Cumulative Redeemable Preferred Stock in amounts per share that are consistent with past practice and corresponding distributions on the corresponding limited partnership interests of the Operating Partnership or distributions on the Operating Partnership’s 4.43937% Cumulative Redeemable Convertible Preferred Units (the “Series 1 CPOP Units”), the Operating Partnership’s 4.00% Cumulative Redeemable Convertible Preferred Units (the “Series 2 CPOP Units”) and the Operating Partnership’s 3.00% Cumulative Redeemable Convertible Preferred Units (the “Series 3 CPOP Units”), there has been no dividend or other distribution of any kind declared, paid or made by the Company or any of its subsidiaries on any class of the capital stock or other equity interest of such entity.

No Material Adverse Change in Business. Except as otherwise stated therein, since the respective dates as of which information is given in the Registration Statement or the Prospectus, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, the Operating Partnership and their respective subsidiaries considered as one enterprise (including all of the properties owned by the Company, the Operating Partnership or their respective subsidiaries and described in the Prospectus (the “Properties”)), whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect to such entities considered as one enterprise or incurred any liability or obligation, direct or contingent, that is material to such entities considered as one enterprise, and (C) except for regular quarterly dividends on the Common Stock, the 5.875% Series B Cumulative Redeemable Preferred Stock and the 5.625% Series C Cumulative Redeemable Preferred Stock in amounts per share that are consistent with past practice and corresponding distributions on the corresponding limited partnership interests of the Operating Partnership or distributions on the Operating Partnership’s 4.43937% Cumulative Redeemable Convertible Preferred Units (the “Series 1 CPOP Units”), ) and the Operating Partnership’s 4.00% Cumulative Redeemable Convertible Preferred Units (the “Series 2 CPOP Units”) and the Operating Partnership’s 3.00% Cumulative Redeemable Convertible Preferred Units (the “Series 3 CPOP Units”), there has been no dividend or other distribution of any kind declared, paid or made by the Company or any of its subsidiaries on any class of the capital stock or other equity interest of such entity.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective dates as of which information is given in the Registration Statement or and the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, the Operating Partnership and their respective subsidiaries the Subsidiaries (as defined herein) considered as one enterprise (including all of the properties owned by the Company, the Operating Partnership or their respective subsidiaries and described in the Prospectus (the “Properties”))enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company Company, the Operating Partnership or any of its subsidiaries, other than those in the ordinary course of business, Subsidiaries which are material with respect to such entities considered as one enterprise or incurred any liability or obligationthe Company, direct or contingent, that is material to such entities the Operating Partnership and the Subsidiaries considered as one enterprise, (C) except as otherwise disclosed in the Prospectus, there has been no obligation or liability, direct or contingent (including any off-balance sheet obligations) incurred by the Company, the Operating Partnership or any Subsidiary, which is material to the Company, the Operating Partnership and the Subsidiaries considered as one enterprise, (D) other than the issuance of Common Stock pursuant to the exercise or vesting of any Awards (as defined herein) outstanding on the date hereof and issued pursuant to the Equity Plans (as defined herein), there have been no changes in the authorized or outstanding capital stock of the Company, the Operating Partnership or the Subsidiaries, (E) there have been no material changes in the outstanding indebtedness of the Company or the Operating Partnership, and (CF) except for regular quarterly or monthly dividends on the Common Stock, the 5.875% Series B Cumulative Redeemable Preferred Stock and the 5.625% Series C Cumulative Redeemable Preferred Stock in amounts per share that are consistent with past practice and corresponding distributions on the corresponding limited partnership interests of the Operating Partnership or distributions on the Operating Partnership’s 4.43937% Cumulative Redeemable Convertible Preferred Units (the “Series 1 CPOP Units”), the Operating Partnership’s 4.00% Cumulative Redeemable Convertible Preferred Units (the “Series 2 CPOP Units”) and the Operating Partnership’s 3.00% Cumulative Redeemable Convertible Preferred Units (the “Series 3 CPOP Units”), there has been no dividend or other distribution of any kind declared, paid or made by the Company or any of its subsidiaries on any class of the capital its Common Stock, preferred stock or other equity interest capital stock of such entitythe Company (“Capital Stock”).

No Material Adverse Change in Business. Except as otherwise stated therein, since the respective dates as of which information is given in the Registration Statement or the Prospectus, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, the Operating Partnership and their respective subsidiaries considered as one enterprise (including all of the properties owned by the Company, the Operating Partnership or their respective subsidiaries and described in the Prospectus (the “Properties”)), whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect to such entities considered as one enterprise or incurred any liability or obligation, direct or contingent, that is material to such entities considered as one enterprise, and (C) except for regular quarterly dividends on the Common Stock, the 5.875% Series A Cumulative Redeemable Preferred Stock, the 5.875% Series B Cumulative Redeemable Preferred Stock and the 5.625% Series C Cumulative Redeemable Preferred Stock in amounts per share that are consistent with past practice and corresponding distributions on the corresponding limited partnership interests of the Operating Partnership or distributions on the Operating Partnership’s 4.43937% Cumulative Redeemable Convertible Preferred Units (the “Series 1 CPOP Units”), ) and the Operating Partnership’s 4.00% Cumulative Redeemable Convertible Preferred Units (the “Series 2 CPOP Units”) and the Operating Partnership’s 3.00% Cumulative Redeemable Convertible Preferred Units (the “Series 3 CPOP Units”), there has been no dividend or other distribution of any kind declared, paid or made by the Company or any of its subsidiaries on any class of the capital stock or other equity interest of such entity.

No Material Adverse Change in Business. Except as otherwise stated therein, since the respective dates as of which information is given in the Registration Statement or the Prospectus, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, the Operating Partnership and their respective subsidiaries considered as one enterprise (including all of the properties owned by the Company, Company or the Operating Partnership or their respective subsidiaries and described in the Prospectus (the “Properties”)), whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect to such entities considered as one enterprise or incurred any liability or obligation, direct or contingent, that is material to such entities considered as one enterprise, and (C) except for regular quarterly dividends on the Common Stock, the 5.875% Series B A Cumulative Redeemable Preferred Stock and the 5.6255.875% Series C B Cumulative Redeemable Preferred Stock in amounts per share that are consistent with past practice and corresponding distributions on the corresponding limited partnership interests of the Operating Partnership or distributions on the Operating Partnership’s 4.43937% Cumulative Redeemable Convertible Preferred Units (the “Series 1 CPOP Units”), the Operating Partnership’s 4.00% Cumulative Redeemable Convertible Preferred Units (the “Series 2 CPOP Units”) and the Operating Partnership’s 3.00% Cumulative Redeemable Convertible Preferred Units (the “Series 3 CPOP Units”), there has been no dividend or other distribution of any kind declared, paid or made by the Company or any of its subsidiaries on any class of the capital stock or other equity interest of such entity.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective dates as of which information is given in the Registration Statement Statement, the Disclosure Package or the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change in the condition, condition (financial or otherwise, ) or in the earnings, business affairs affairs, properties, assets or business prospects of the Company, the Operating Partnership Company and their respective subsidiaries its Subsidiaries considered as one enterprise (including all of the properties owned by the Company, the Operating Partnership or their respective subsidiaries and described in the Prospectus (the “Properties”))enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiariesSubsidiaries, other than those in the ordinary course of business, which are material with respect to such entities considered as one enterprise or incurred any liability or obligation, direct or contingent, that is material to such entities the Company and its Subsidiaries considered as one enterprise, and (C) except for regular quarterly dividends on the Common Stock and Class B Common Stock and dividends on the Company’s 8.50% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (“Series A Preferred Stock”), dividends on the 5.875Company’s 7.50% Series B Cumulative Redeemable Preferred Stock Stock, par value $0.01 per share (“Series B Preferred Stock”) and dividends on the 5.625Company’s 7.125% Series C Cumulative Redeemable Preferred Stock in amounts Stock, par value $0.01 per share that are consistent with past practice and corresponding distributions on the corresponding limited partnership interests of the Operating Partnership or distributions on the Operating Partnership’s 4.43937% Cumulative Redeemable Convertible Preferred Units (the “Series 1 CPOP Units”), the Operating Partnership’s 4.00% Cumulative Redeemable Convertible C Preferred Units (the “Series 2 CPOP Units”) and the Operating Partnership’s 3.00% Cumulative Redeemable Convertible Preferred Units (the “Series 3 CPOP UnitsStock”), there has been no dividend or other distribution of any kind declared, paid or made by the Company or any of its subsidiaries on any class of the its capital stock or other equity interest of such entitystock.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective dates as of which information is given in the Registration Statement or Statement, the General Disclosure Package and the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs affairs, financial prospects or business prospects of the Company, the Operating Partnership Company and their respective its subsidiaries considered as one enterprise (including all of the properties owned by the Company, the Operating Partnership or their respective subsidiaries and described in the Prospectus (the a “PropertiesMaterial Adverse Effect”)), whether or not arising in the ordinary course of business (a “Material Adverse Effect”)business, (B) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect to such entities considered as one enterprise or incurred any liability or obligation, direct or contingent, that is material to such entities the Company and its subsidiaries considered as one enterprise, and (C) except for regular quarterly dividends monthly distributions on the Common Stock, the 5.875% Series B Cumulative Redeemable Preferred Stock and the 5.625% Series C Cumulative Redeemable Preferred Stock in amounts per share that are consistent with past practice and corresponding distributions regular monthly dividends on the corresponding limited partnership interests of the Operating Partnership or distributions on the Operating PartnershipCompany’s 4.439376.75% Monthly Income Class E Cumulative Redeemable Convertible Preferred Units Stock, par value $0.01 per share (the “Series 1 CPOP Units”), the Operating Partnership’s 4.00% Cumulative Redeemable Convertible Class E Preferred Units (the “Series 2 CPOP UnitsStock”) and the Operating PartnershipCompany’s 3.006.625% Monthly Income Class F Cumulative Redeemable Convertible Preferred Units Stock, par value $0.01 per share (the “Series 3 CPOP UnitsClass F Preferred Stock”), there has been no dividend or other distribution of any kind declared, paid or made by the Company or any of its subsidiaries on any class of the capital stock or other equity interest of such entityits stock.

No Material Adverse Change in Business. Except as otherwise stated thereindisclosed in the Registration Statement and the Prospectus, since subsequent to the respective dates as of which information is given in the Registration Statement or the Prospectus, : (A) there has been no material adverse change in the condition, financial or otherwise, or in the properties, earnings, business affairs or business prospects of the Company, the Operating Partnership, the Subsidiaries and the subsidiaries of the Company and/or the Partnership and their respective subsidiaries that are in the form of a partnership (regardless of the level of the Company’s direct or indirect ownership in such subsidiary) (each, a “Property Partnership”) considered as one enterprise (including all of the properties owned by the Company, the Operating Partnership or their respective subsidiaries and described in the Prospectus (the “Properties”))enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company Company, the Partnership or any of its subsidiariesSubsidiary, other than those in the ordinary course of business, which are material with respect to such entities the Company, the Partnership, the Subsidiaries and the Property Partnerships considered as one enterprise or incurred any liability or obligation, direct or contingent, that is material to such entities considered as one enterprise, and (C) except for regular quarterly dividends on the shares of Common Stock, the 5.875% Series B Cumulative Redeemable Preferred Stock and the 5.625% Series C Cumulative Redeemable Preferred Stock in amounts per share that are consistent with past practice and corresponding practice, regular quarterly distributions on the corresponding limited partnership interests of the Operating Partnership or Company’s outstanding 7.375% Series D Cumulative Redeemable Preferred Stock and 6.625% Series E Cumulative Redeemable Preferred Stock and regular quarterly distributions on the Operating Partnership’s 4.43937% Cumulative Redeemable Convertible Preferred Units (the “Series 1 CPOP Units”)preferred units, the Operating Partnership’s 4.00% Cumulative Redeemable Convertible Preferred Units (the “Series 2 CPOP Units”) common units and the Operating Partnership’s 3.00% Cumulative Redeemable Convertible Preferred Units (the “Series 3 CPOP Units”)special common units of limited partnership interests, there has been no dividend or other distribution of any kind declared, paid or made by the Company or any of its subsidiaries on any class of its capital shares or any distribution by the capital stock or other equity interest Partnership with respect to any of such entityits limited partnership interests.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective dates as of which information is given in the Registration Statement or Statement, the General Disclosure Package and the Prospectus, except as otherwise stated or incorporated by reference therein, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, the Operating Partnership Company and their respective its subsidiaries considered as one enterprise (including all of the properties owned by the Company, the Operating Partnership or their respective subsidiaries and described in the Prospectus (the “Properties”))enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) no casualty loss or condemnation or other adverse event with respect to any of the interests held directly or indirectly in any of the real properties or real property interests, including without limitation, any interest or participation, direct or indirect, in any mortgage obligation owned, directly or indirectly, by the Company, any of its subsidiaries or any Joint Venture (as defined below) (the “Properties”) has occurred which would be material with respect to the Company and its subsidiaries considered as one enterprise, (C) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect to such entities considered as one enterprise or incurred any liability or obligation, direct or contingent, that is material to such entities the Company and its subsidiaries considered as one enterprise, and (CD) except for regular quarterly dividends on the Company’s common stock, par value $.06 per share (the “Common Stock”), the 5.875% Series B Cumulative Redeemable Preferred Stock and the 5.625% Series C Cumulative Redeemable Preferred Stock in amounts per share that are consistent with past practice practice, dividends on the Company’s outstanding preferred stock in accordance with the terms thereof, and corresponding regular quarterly distributions on the corresponding common and preferred units of limited partnership interests of interest in the Operating Partnership or distributions on the Operating Partnership’s 4.43937% Cumulative Redeemable Convertible Preferred Units (the “Series 1 CPOP Units”), the Operating Partnership’s 4.00% Cumulative Redeemable Convertible Preferred Units (the “Series 2 CPOP Units”) and the Operating Partnership’s 3.00% Cumulative Redeemable Convertible Preferred Units (the “Series 3 CPOP Units”), there has been no dividend or other distribution of any kind declared, paid or made by the Company on any class of its capital stock or any distribution by the Operating Partnership with respect to its Units, and (E) there has been no material increase in long-term debt or decrease in the capital of the Company or any of its subsidiaries on any class of the capital stock or other equity interest of such entitysubsidiaries.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective dates as of which information is given in the Registration Statement or Statement, the General Disclosure Package and the Prospectus, except as otherwise stated or incorporated by reference therein, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, the Operating Partnership Company and their respective its subsidiaries considered as one enterprise (including all of the properties owned by the Company, the Operating Partnership or their respective subsidiaries and described in the Prospectus (the “Properties”))enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) no casualty loss or condemnation or other adverse event with respect to any of the interests held directly or indirectly in any of the real properties or real property interests, including without limitation, any interest or participation, direct or indirect, in any mortgage obligation owned, directly or indirectly, by the Company, any of its subsidiaries or any Joint Venture (as defined below) (the “Properties”) has occurred which would be material with respect to the Company and its subsidiaries considered as one enterprise, (C) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect to such entities considered as one enterprise or incurred any liability or obligation, direct or contingent, that is material to such entities the Company and its subsidiaries considered as one enterprise, and (CD) except for regular quarterly dividends on the Company’s Common Stock, the 5.875% Series B Cumulative Redeemable Preferred Stock and the 5.625% Series C Cumulative Redeemable Preferred Stock in amounts per share that are consistent with past practice practice, dividends on the Company’s outstanding preferred stock in accordance with the terms thereof, and corresponding regular quarterly distributions on the corresponding common and preferred units of limited partnership interests of interest in the Operating Partnership or distributions on the Operating Partnership’s 4.43937% Cumulative Redeemable Convertible Preferred Units (the “Series 1 CPOP Units”), the Operating Partnership’s 4.00% Cumulative Redeemable Convertible Preferred Units (the “Series 2 CPOP Units”) and the Operating Partnership’s 3.00% Cumulative Redeemable Convertible Preferred Units (the “Series 3 CPOP Units”), there has been no dividend or other distribution of any kind declared, paid or made by the Company on any class of its capital stock or any distribution by the Operating Partnership with respect to its Units, and (E) there has been no material increase in long-term debt or decrease in the capital of the Company or any of its subsidiaries on any class of the capital stock or other equity interest of such entitysubsidiaries.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective dates as of which information is given in the Registration Statement or and the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change in or affecting any of the properties described in the Prospectus as owned or leased by the Company or its subsidiaries (the “Properties”) or in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, the Operating Partnership Company and their respective its subsidiaries considered as one enterprise (including all of the properties owned by the Company, the Operating Partnership or their respective subsidiaries and described in the Prospectus (the “Properties”))enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect to such entities considered as one enterprise or incurred any liability or obligation, direct or contingent, that is material to such entities the Company and its subsidiaries considered as one enterprise, and (C) except for regular quarterly dividends on the Common Stock, the 5.875% Series B Cumulative Redeemable Preferred Stock and the 5.625% Series C Cumulative Redeemable Preferred Stock distributions in amounts per share or per unit that are consistent with past practice and corresponding distributions on the corresponding limited partnership interests of the Operating Partnership or distributions on the Operating Partnership’s 4.43937% Cumulative Redeemable Convertible Preferred Units (the “Series 1 CPOP Units”), the Operating Partnership’s 4.00% Cumulative Redeemable Convertible Preferred Units (the “Series 2 CPOP Units”) and the Operating Partnership’s 3.00% Cumulative Redeemable Convertible Preferred Units (the “Series 3 CPOP Units”)practice, there has been no dividend or other distribution of any kind declared, paid or made by either of the Company or any of its subsidiaries Transaction Entities on any class of its capital stock, the capital stock common units of limited partner interest in the Operating Partnership (the “Common Units”), the Series A preferred units of limited partner interest in the Operating Partnership (the “Series A Preferred Units”), the Series B preferred units of limited partner interest in the Operating Partnership (the “Series B Preferred Units” and, together with the Series A Preferred Units, the “Preferred Units”), or any other equity interest form of such entityownership interests. The Series A Preferred Units, the Series B Preferred Units and the Common Units are hereinafter collectively referred to as the “Units.”

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective dates as of which information is given in the Registration Statement or Statement, the General Disclosure Package and the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change in or affecting any of the properties described in the General Disclosure Package and the Prospectus as owned or leased by the Company or its subsidiaries (the “Properties”) or in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, the Operating Partnership Company and their respective its subsidiaries considered as one enterprise (including all of the properties owned by the Company, the Operating Partnership or their respective subsidiaries and described in the Prospectus (the “Properties”))enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect to such entities considered as one enterprise or incurred any liability or obligation, direct or contingent, that is material to such entities the Company and its subsidiaries considered as one enterprise, and (C) except for regular quarterly dividends on the Common Stock, the 5.875% Series B Cumulative Redeemable Preferred Stock and the 5.625% Series C Cumulative Redeemable Preferred Stock distributions in amounts per share or per unit that are consistent with past practice and corresponding distributions on the corresponding limited partnership interests of the Operating Partnership or distributions on the Operating Partnership’s 4.43937% Cumulative Redeemable Convertible Preferred Units (the “Series 1 CPOP Units”), the Operating Partnership’s 4.00% Cumulative Redeemable Convertible Preferred Units (the “Series 2 CPOP Units”) and the Operating Partnership’s 3.00% Cumulative Redeemable Convertible Preferred Units (the “Series 3 CPOP Units”)practice, there has been no dividend or other distribution of any kind declared, paid or made by either of the Company or any of its subsidiaries Transaction Entities on any class of its capital stock, the capital stock common units of limited partner interest in the Operating Partnership (the “Common Units”), the Series A preferred units of limited partner interest in the Operating Partnership (the “Preferred Units”) or any other equity interest form of such entityownership interests. The Preferred Units and the Common Units are hereinafter collectively referred to as the “Units.”

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective dates as of which information is given in the Registration Statement Statement, the General Disclosure Package or the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs affairs, business prospects, management, assets or business prospects properties of the Company, the Operating Partnership and their respective subsidiaries considered as one enterprise (including all of the properties owned by the Company, the Operating Partnership or their respective subsidiaries and described in the Prospectus (the “Properties”))enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company Company, the Operating Partnership or any of its their subsidiaries, other than those in the ordinary course of business, which are material with respect to such entities considered as one enterprise or incurred any liability or obligationthe Company, direct or contingent, that is material to such entities the Operating Partnership and their subsidiaries considered as one enterprise, and (C) except for regular quarterly dividends on (i) the Company’s common shares of beneficial interest, $0.01 par value per share (the “Common StockShares”), (ii) the 5.875% Series B Cumulative Redeemable Preferred Stock and the 5.625Company’s 6.50% Series C Cumulative Redeemable Preferred Stock in amounts Shares of Beneficial Interest (liquidation preference $25 per share that are consistent with past practice and corresponding distributions on share), $0.01 par value per share, (iii) the corresponding limited partnership interests of the Operating Partnership or distributions on the Operating PartnershipCompany’s 4.439376.375% Series D Cumulative Redeemable Convertible Preferred Units Shares of Beneficial Interest (the “Series 1 CPOP Units”liquidation preference $25 per share), $0.01 par value per share, (iv) the Operating PartnershipCompany’s 4.006.375% Series E Cumulative Redeemable Convertible Preferred Units Shares of Beneficial Interest (liquidation preference $25 per share), $0.01 par value per share, and (v) the “Company’s 6.3% Series 2 CPOP Units”) and the Operating Partnership’s 3.00% F Cumulative Redeemable Convertible Preferred Units Shares of Beneficial Interest (the “Series 3 CPOP Units”liquidation preference $25 per share), $0.01 par value per share, there has been no dividend or other distribution of any kind declared, paid or made by the Company or any of its subsidiaries on any class of the capital stock or other equity interest its shares of such entitybeneficial interest.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective dates as of which information is given in the Registration Statement or and the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, assets, business affairs or business prospects of the Company, the Operating Partnership and their respective subsidiaries the Subsidiaries considered as one enterprise (including all of the properties owned by the Company, the Operating Partnership or their respective subsidiaries and described in the Prospectus (the “Properties”)), whether or not arising in the ordinary course of business business, which would be material to the Company and the Operating Partnership, taken as a whole (anything which would be material to the Company and the Operating Partnership taken as a “whole, being hereinafter referred to as "Material;" and such a material adverse change, a "Material Adverse Effect”"), (B) no casualty loss or condemnation or other adverse event with respect to any of the interests held directly or indirectly in any of the real properties or real property interests, including without limitation, any interest or participation, direct or indirect, in any mortgage obligation owned, directly or indirectly, by the Company, the Operating Partnership or any Subsidiary (the "Properties") has occurred which would be Material, (C) there have been no transactions or acquisitions entered into by the Company Company, the Operating Partnership or any of its subsidiariesSubsidiary, other than those in the ordinary course of business, which are material with respect to such entities considered as one enterprise or incurred any liability or obligationwould be Material, direct or contingent, that is material to such entities considered as one enterprise, and (CD) except for regular quarterly dividends distributions on the Common Stock, the 5.875% Series B Cumulative Redeemable Preferred Stock and the 5.625% Series C Cumulative Redeemable Preferred Stock in amounts per share that are consistent with past practice and corresponding regular quarterly distributions on the corresponding limited partnership interests units of the Operating Partnership or distributions on the Operating Partnership’s 4.43937% Cumulative Redeemable Convertible Preferred Units (the “Series 1 CPOP "Units”), the Operating Partnership’s 4.00% Cumulative Redeemable Convertible Preferred Units (the “Series 2 CPOP Units”) and the Operating Partnership’s 3.00% Cumulative Redeemable Convertible Preferred Units (the “Series 3 CPOP Units”"), there has been no dividend or other distribution of any kind declared, paid or made by the Company or any of its subsidiaries on any class of its capital stock or any distribution by the Operating Partnership with respect to its Units, and (E) there has been no increase in the long term debt or decrease in the capital stock of the Company, the Operating Partnership or other equity interest of such entityany Subsidiary.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective dates as of which information is given in the Registration Statement General Disclosure Package or the ProspectusProspectus (in each case exclusive of any amendments or supplements thereto subsequent to their respective dates), except as otherwise stated therein, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, earnings and business affairs or business prospects of the CompanyCompany together with its consolidated subsidiaries, all of which are listed on Schedule IV attached hereto (each, a “Subsidiary,” and collectively, the Operating Partnership and their respective subsidiaries “Subsidiaries”), considered as one enterprise (including all of the properties owned by the Company, the Operating Partnership or their respective subsidiaries and described in the Prospectus (the “Properties”))enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiariesSubsidiaries, other than those in the ordinary course of business, which are material with respect to such entities considered as one enterprise or incurred any liability or obligation, direct or contingent, that is material to such entities the Company and its Subsidiaries considered as one enterprise, (C) there has been no obligation, contingent or otherwise, directly or indirectly incurred by the Company or any of its Subsidiaries considered as one enterprise that could reasonably be likely to have a Material Adverse Effect and (CD) except for regular quarterly monthly dividends on the Common Stock, the 5.875Stock and regular quarterly dividends on its 7.750% Series B Cumulative Redeemable Preferred Stock and the 5.6257.00% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock in amounts per share that are consistent with past practice and corresponding distributions on the corresponding limited partnership interests of the Operating Partnership or distributions on the Operating Partnership’s 4.43937% Cumulative Redeemable Convertible Preferred Units (the “Series 1 CPOP Units”), the Operating Partnership’s 4.00% Cumulative Redeemable Convertible Preferred Units (the “Series 2 CPOP Units”) and the Operating Partnership’s 3.00% Cumulative Redeemable Convertible Preferred Units (the “Series 3 CPOP Units”)Stock, there has been no dividend or other distribution of any kind declared, paid or made by the Company or any of its subsidiaries on any class of the its capital stock or other equity interest of such entitystock.

No Material Adverse Change in Business. Except as otherwise stated therein, since the respective dates as of which information is given in the Registration Statement Statement, the General Disclosure Package or the Prospectus, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, the Operating Partnership and their respective subsidiaries considered as one enterprise (including all of the properties owned by the Company, Company or the Operating Partnership or their respective subsidiaries and described in the Prospectus (the “Properties”)), whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect to such entities considered as one enterprise or incurred any liability or obligation, direct or contingent, that is material to such entities considered as one enterprise, and (C) except for regular quarterly dividends on the Common Stock, the 5.875% Series A Cumulative Redeemable Preferred Stock, the 5.875% Series B Cumulative Redeemable Preferred Stock and the 5.625% Series C Cumulative Redeemable Preferred Stock in amounts per share that are consistent with past practice and corresponding distributions on the corresponding limited partnership interests of the Operating Partnership or distributions on the Operating Partnership’s 4.43937% Cumulative Redeemable Convertible Preferred Units (the “Series 1 CPOP Units”), ) and the Operating Partnership’s 4.00% Cumulative Redeemable Convertible Preferred Units (the “Series 2 CPOP Units”) and the Operating Partnership’s 3.00% Cumulative Redeemable Convertible Preferred Units (the “Series 3 CPOP Units”), there has been no dividend or other distribution of any kind declared, paid or made by the Company or any of its subsidiaries on any class of the capital stock or other equity interest of such entity.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective dates as of which information is given in the Registration Statement Statement, the General Disclosure Package or Prospectus, except as otherwise stated in the Registration Statement, the General Disclosure Package or the Prospectus, (Aa) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, assets, business affairs or business prospects of the Company, any subsidiary of the Company, the Operating Partnership, any subsidiary of the Operating Partnership and their respective subsidiaries considered (other than any Property Partnership (as one enterprise defined below)) (including all of the properties owned by the Company, the Operating Partnership and such subsidiaries being sometimes hereinafter collectively referred to as the “Simon Entities” and individually as a “Simon Entity”), or their respective subsidiaries of any entity that owns real property and described that is owned by a Simon Entity or in which the Prospectus Company directly or indirectly holds an interest (“Property”) or any direct interest in any Property (the “PropertiesProperty Partnerships”)), ) whether or not arising in the ordinary course of business business, which, taken as a whole, would be material to the Company, the Operating Partnership and the other Simon Entities, taken as a whole (anything which, taken as a whole, would be material to the Company, the Operating Partnership and the other Simon Entities taken as a whole, being hereinafter referred to as “Material;” and such a material adverse change, a “Material Adverse Effect”), (Bb) no casualty loss or condemnation or other adverse event with respect to the Properties has occurred which would be Material, (c) there have been no transactions or acquisitions entered into by the Company or any of its subsidiariesSimon Entities, other than those in the ordinary course of business, which are material with respect to such entities considered as one enterprise or incurred any liability or obligationwould be Material, direct or contingent, that is material to such entities considered as one enterprise, and (Cd) except for regular quarterly dividends on the Common Stock, the 5.875% Series B Cumulative Redeemable Preferred Stock and the 5.625% Series C Cumulative Redeemable Preferred Stock distributions in amounts per share unit that are consistent with past practice and corresponding distributions on the corresponding limited partnership interests of the Operating Partnership or distributions on the Operating Partnership’s 4.43937% Cumulative Redeemable Convertible Preferred Units (the “Series 1 CPOP Units”), the Operating Partnership’s 4.00% Cumulative Redeemable Convertible Preferred Units (the “Series 2 CPOP Units”) and the Operating Partnership’s 3.00% Cumulative Redeemable Convertible Preferred Units (the “Series 3 CPOP Units”)practices, there has been no dividend or other distribution of any kind declared, paid or made by the Company or Operating Partnership on any of its subsidiaries on any class of respective general, limited and/or preferred partnership interests, (e) there has been no Material change in the capital stock of the corporate Simon Entities or other equity interest in the partnership interests of such entitythe Operating Partnership or any Property Partnership, and (f) there has been no increase in the indebtedness of the Simon Entities, the Property Partnerships or the Properties which would be Material.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective dates as of which information is given in the Registration Statement or and the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, assets, business affairs or business prospects of the Company, the Operating Partnership and their respective subsidiaries the Subsidiaries considered as one enterprise (including all of the properties owned by the Company, the Operating Partnership or their respective subsidiaries and described in the Prospectus (the “Properties”)), whether or not arising in the ordinary course of business business, which would be material to the Operating Partnership, taken as a whole (anything which would be material to the Operating Partnership taken as a “whole, being hereinafter referred to as "Material;" and such a material adverse change, a "Material Adverse Effect”"), (B) no casualty loss or condemnation or other adverse event with respect to any of the interests held directly or indirectly in any of the real properties or real property interests, including without limitation, any interest or participation, direct or indirect, in any mortgage obligation owned, directly or indirectly, by the Operating Partnership or any Subsidiary (the "Properties") has occurred which would be Material, (C) there have been no transactions or acquisitions entered into by the Company Operating Partnership or any of its subsidiariesSubsidiary, other than those in the ordinary course of business, which are material with respect to such entities considered as one enterprise or incurred any liability or obligationwould be Material, direct or contingent, that is material to such entities considered as one enterprise, and (CD) except for regular quarterly dividends on the Common Stock, the 5.875% Series B Cumulative Redeemable Preferred Stock and the 5.625% Series C Cumulative Redeemable Preferred Stock in amounts per share that are consistent with past practice and corresponding distributions on the corresponding limited partnership interests units of the Operating Partnership or distributions on the Operating Partnership’s 4.43937% Cumulative Redeemable Convertible Preferred Units (the “Series 1 CPOP "Units”), the Operating Partnership’s 4.00% Cumulative Redeemable Convertible Preferred Units (the “Series 2 CPOP Units”) and the Operating Partnership’s 3.00% Cumulative Redeemable Convertible Preferred Units (the “Series 3 CPOP Units”"), there has been no dividend or other distribution of any kind declared, paid or made by the Company Operating Partnership with respect to its Units, and (E) there has been no increase in the long term debt or decrease in the capital of the Operating Partnership or any of its subsidiaries on any class of the capital stock or other equity interest of such entitySubsidiary.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective dates as of which information is given in the Registration Statement Statement, the General Disclosure Package or the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change in or affecting any of the properties described in the General Disclosure Package and the Prospectus as owned or leased by the Company or its subsidiaries (the “Properties”) or in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, the Operating Partnership Company and their respective its subsidiaries considered as one enterprise (including all of the properties owned by the Company, the Operating Partnership or their respective subsidiaries and described in the Prospectus (the “Properties”))enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect to such entities considered as one enterprise or incurred any liability or obligation, direct or contingent, that is material to such entities the Company and its subsidiaries considered as one enterprise, and (C) except for regular quarterly dividends on the Common Stock, the 5.875% Series B Cumulative Redeemable Preferred Stock and the 5.625% Series C Cumulative Redeemable Preferred Stock distributions in amounts per share or per unit that are consistent with past practice and corresponding distributions on the corresponding limited partnership interests of the Operating Partnership or distributions on the Operating Partnership’s 4.43937% Cumulative Redeemable Convertible Preferred Units (the “Series 1 CPOP Units”), the Operating Partnership’s 4.00% Cumulative Redeemable Convertible Preferred Units (the “Series 2 CPOP Units”) and the Operating Partnership’s 3.00% Cumulative Redeemable Convertible Preferred Units (the “Series 3 CPOP Units”)practice, there has been no dividend or other distribution of any kind declared, paid or made by either of the Company or any of its subsidiaries Transaction Entities on any class of its capital stock, the capital stock common units of limited partner interest in the Operating Partnership (the “Common Units”), the Series A preferred units of limited partner interest in the Operating Partnership (the “Series A Preferred Units”), the Series B preferred units of limited partner interest in the Operating Partnership (the “Series B Preferred Units” and, together with the Series A Preferred Units, the “Preferred Units”), or any other equity interest form of such entityownership interests. The Series A Preferred Units, the Series B Preferred Units and the Common Units are hereinafter collectively referred to as the “Units.”

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective dates as of which information is given in the Registration Statement or and the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change in the condition, financial or otherwise, or in the properties, earnings, business affairs or business prospects of the Company, the Operating Partnership and their respective subsidiaries the Subsidiaries considered as one enterprise (including all of the properties owned by the Company, the Operating Partnership or their respective subsidiaries and described in the Prospectus (the “Properties”))enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company Company, the Operating Partnership or any of its subsidiariesSubsidiary, other than those in the ordinary course of business, which are material with respect to such entities the Company, the Operating Partnership and the Subsidiaries considered as one enterprise or incurred any liability or obligation, direct or contingent, that is material to such entities considered as one enterprise, and (C) except for regular quarterly monthly dividends on the Common StockShares, the 5.875% Series B Cumulative Redeemable Preferred Stock and the 5.625% Series C Cumulative Redeemable Preferred Stock in amounts per share that are consistent with past practice and corresponding practice, regular quarterly distributions on the corresponding Company’s 10 1/4% Series A Cumulative Redeemable Preferred Shares of Beneficial Interest (liquidation preference $25 per share), par value $.01 per share, regular quarterly distributions on the Company’s 8.375% Series B Cumulative Redeemable Preferred Shares of Beneficial Interest (liquidation preference $25 per share), par value $.01 per share, and regular monthly and quarterly distributions on the Units, the series A preferred units of limited partnership interests of in the Operating Partnership or distributions on the Operating Partnership’s 4.43937% Cumulative Redeemable Convertible Preferred Units (the “Series 1 CPOP Units”), the Operating Partnership’s 4.00% Cumulative Redeemable Convertible Preferred Units (the “Series 2 CPOP A Units”) and the series B preferred units of limited partnership in the Operating Partnership’s 3.00% Cumulative Redeemable Convertible Preferred Units Partnership (the “Series 3 CPOP B Units”), there has been no dividend or other distribution of any kind declared, paid or made by the Company or any of its subsidiaries on any class of its capital shares or any distribution by the capital stock or other equity interest Operating Partnership with respect to any of such entityits limited partnership interests.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective dates as of which information is given in the Registration Statement Statement, General Disclosure Package or Prospectus, except as otherwise stated in the Registration Statement, the General Disclosure Package or the Prospectus, (Aa) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, assets, business affairs or business prospects of the Company, any subsidiary of the Company, the Operating Partnership, any subsidiary of the Operating Partnership and their respective subsidiaries considered (other than any Property Partnership (as one enterprise defined below)) (including all of the properties owned by the Company, the Operating Partnership and such subsidiaries being sometimes hereinafter collectively referred to as the “Simon Entities” and individually as a “Simon Entity”), or their respective subsidiaries of any entity that owns real property and described that is owned by a Simon Entity or in which the Prospectus Company directly or indirectly holds an interest (“Property”) or any direct interest in any Property (the “PropertiesProperty Partnerships”)), ) whether or not arising in the ordinary course of business business, which, taken as a whole, would be material to the Company, the Operating Partnership and the other Simon Entities, taken as a whole (anything which, taken as a whole, would be material to the Company, the Operating Partnership and the other Simon Entities taken as a whole, being hereinafter referred to as “Material;” and such a material adverse change, a “Material Adverse Effect”), (Bb) no casualty loss or condemnation or other adverse event with respect to the Properties has occurred which would be Material, (c) there have been no transactions or acquisitions entered into by the Company or any of its subsidiariesSimon Entities, other than those in the ordinary course of business, which are material with respect to such entities considered as one enterprise or incurred any liability or obligationwould be Material, direct or contingent, that is material to such entities considered as one enterprise, and (Cd) except for regular quarterly dividends on the Common Stock, the 5.875% Series B Cumulative Redeemable Preferred Stock and the 5.625% Series C Cumulative Redeemable Preferred Stock or distributions in amounts per share and per unit that are consistent with past practice and corresponding distributions on the corresponding limited partnership interests of the Operating Partnership or distributions on the Operating Partnership’s 4.43937% Cumulative Redeemable Convertible Preferred Units (the “Series 1 CPOP Units”), the Operating Partnership’s 4.00% Cumulative Redeemable Convertible Preferred Units (the “Series 2 CPOP Units”) and the Operating Partnership’s 3.00% Cumulative Redeemable Convertible Preferred Units (the “Series 3 CPOP Units”)practices, there has been no dividend or other distribution of any kind declared, paid or made by the Company or any of its subsidiaries on any class of its capital stock or by the Operating Partnership on any of its respective general, limited and/or preferred partnership interests, (e) there has been no change in the capital stock of the corporate Simon Entities or other equity interest in the partnership interests of such entitythe Operating Partnership or any Property Partnership, and (f) there has been no increase in the indebtedness of the Simon Entities, the Property Partnerships or the Properties which would be Material.

No Material Adverse Change in Business. Except as otherwise stated thereinin the Registration Statement, the General Disclosure Package and the Prospectus, since the respective dates as of which information is given in the Registration Statement Statement, the General Disclosure Package or the Prospectus, (A) there has been no material adverse change in or affecting the properties of the Transaction Entities (the “Properties”) considered as a whole or in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, the Operating Partnership Transaction Entities and their respective subsidiaries considered as one enterprise (including all of the properties owned by the Company, the Operating Partnership or their respective subsidiaries and described in the Prospectus (the “Properties”))enterprise, whether or not arising in the ordinary course of business (a “Material Adverse EffectChange”), (B) there have been no transactions entered into by either of the Company Transaction Entities or any of its their respective subsidiaries, other than those in the ordinary course of business, which are material with respect to such entities the Transaction Entities and their respective subsidiaries considered as one enterprise or incurred any enterprise, (C) there has been no liability or obligation, direct or contingentcontingent (including off-balance sheet obligations), that which is material to such entities the Transaction Entities and their respective subsidiaries considered as one enterprise, incurred by either of the Transaction Entities or any of their respective subsidiaries, except obligations incurred in the ordinary course of business, and (CD) except for regular quarterly dividends distributions on the Common Stock, the 5.875% Series B Cumulative Redeemable Preferred Stock Shares and the 5.625% Series C Cumulative Redeemable Preferred Stock in amounts per share that are consistent with past practice and corresponding distributions on the corresponding units of limited partnership interests interest of the Operating Partnership or distributions on the Operating Partnership’s 4.43937% Cumulative Redeemable Convertible Preferred Units (the “Series 1 CPOP Units”), the Operating Partnership’s 4.00% Cumulative Redeemable Convertible Preferred Units (the “Series 2 CPOP Units”) and the Operating Partnership’s 3.00% Cumulative Redeemable Convertible Preferred Units (the “Series 3 CPOP OP Units”), there has been no dividend or other distribution of any kind declared, paid or made by either of the Company or any of its subsidiaries Transaction Entities on any class or series of its shares of beneficial interest, in the case of the capital stock Company, or OP Units, in the case of the Operating Partnership, or other equity interest form of such entityownership interests, as applicable.

No Material Adverse Change in Business. Except as otherwise stated therein, since the respective dates as of which information is given in the Registration Statement Statement, the General Disclosure Package or the Prospectus, (A) there has been no material adverse change, or any prospective change that could reasonably be expected to result in a material adverse change, in the condition, financial or otherwise, or in the earnings, business affairs net worth, business, prospects, properties, assets or business prospects of the Company, the Operating Partnership and their respective subsidiaries considered as one enterprise (including all of the properties owned by the Company, the Operating Partnership or their respective subsidiaries and described in the Prospectus (the “Properties”))operations, whether or not arising from transactions in the ordinary course of business business, of the Transaction Entities and the Subsidiaries (as defined herein), considered as one entity (a “Material Adverse Effect”), ; (B) there the Transaction Entities and their subsidiaries, considered as one entity, have been no transactions not incurred any material liability or obligation, indirect, direct or contingent, nor entered into by the Company any material transaction or any agreement outside of its subsidiaries, other than those in the ordinary course of business, which are material with respect to such entities considered as one enterprise or incurred any liability or obligation, direct or contingent, that is material to such entities considered as one enterprise, and (C) except for regular quarterly dividends on the Common Stock, the 5.875Company’s 8.00% series D cumulative redeemable preferred stock, $.001 par value (the “Series B Cumulative Redeemable Preferred Stock D Stock”), the common limited partnership units of the Operating Partnership (the “Common Units”) and the 5.625% Series C Cumulative Redeemable Preferred Stock in amounts per share that are consistent with past practice and corresponding distributions on the corresponding limited D cumulative redeemable preferred partnership interests of the Operating Partnership or distributions on the Operating Partnership’s 4.43937% Cumulative Redeemable Convertible Preferred Units (the “Series 1 CPOP D Partnership Interests” and with the Common Units”), the Operating Partnership’s 4.00% Cumulative Redeemable Convertible Preferred Units (the “Series 2 CPOP Units”) and the Operating Partnership’s 3.00% Cumulative Redeemable Convertible Preferred Units (the “Series 3 CPOP Units”), there has been no dividend or other distribution of any kind declared, paid or made by the Company or any of its subsidiaries on any class of the its capital stock or other equity interest of such entitystock.

No Material Adverse Change in Business. Except as otherwise stated therein, since the respective dates as of which information is given in the Registration Statement or Statement, the General Disclosure Package and the Prospectus, (A) there has been no material adverse change change, or development involving, individually or in the aggregate, a material prospective adverse change, in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of operations as described in or contemplated by the CompanyRegistration Statement, the Operating Partnership General Disclosure Package and their respective subsidiaries considered as one enterprise (including all of the properties owned by the Company, the Operating Partnership or their respective subsidiaries and described in the Prospectus (the “Properties”))Prospectus, whether or not arising from transactions in the ordinary course of business business, of the Partnership Entities, considered as one entity, (B) there has been no material adverse change on (1) the ability of the Partnership Entities considered as one enterprise to perform their respective obligations under each of the Transaction Documents and Prior Conveyances (to the extent a party thereto), (2) the enforceability of any of the Transaction Documents against the Partnership Entities (to the extent a party thereto), (3) the enforceability of the Prior Conveyances against the Partnership Entities (to the extent a party thereto) or (4) the ability of the Partnership Entities considered as one enterprise to consummate the Transactions and the Prior Conveyances in the manner set forth in the Registration Statement, General Disclosure Package and the Prospectus (each such change in clauses (A) and (B) a “Material Adverse Effect”), (BC) there the Partnership Entities, considered as one entity, have been no transactions entered into by the Company not incurred any material liability or any of its subsidiariesobligation, other than those indirect, direct or contingent, not in the ordinary course of business, which are business nor entered into any material with respect to such entities considered as one enterprise transaction or incurred any liability or obligation, direct or contingent, that is material to such entities considered as one enterprise, agreement not in the ordinary course of business and (CD) except for regular quarterly dividends on the Common Stock, the 5.875% Series B Cumulative Redeemable Preferred Stock and the 5.625% Series C Cumulative Redeemable Preferred Stock in amounts per share that are consistent with past practice and corresponding distributions on the corresponding limited partnership interests of the Operating Partnership or distributions on the Operating Partnership’s 4.43937% Cumulative Redeemable Convertible Preferred Units (the “Series 1 CPOP Units”), the Operating Partnership’s 4.00% Cumulative Redeemable Convertible Preferred Units (the “Series 2 CPOP Units”) and the Operating Partnership’s 3.00% Cumulative Redeemable Convertible Preferred Units (the “Series 3 CPOP Units”), there has been no dividend or other distribution of any kind declared, paid or made by on the Company or equity interests of any of its subsidiaries on any class of the capital stock or other equity interest of such entityPartnership Entities.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective dates as of which information is given in the Registration Statement or and the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, management, business affairs or business prospects of the Company, Company and the Operating Partnership and their respective subsidiaries Subsidiaries (as defined herein) considered as one enterprise (including all of the properties owned by the Company, the Operating Partnership or their respective subsidiaries and described in the Prospectus (the “Properties”))enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiariesthe Subsidiaries, other than those in the ordinary course of business, which are material with respect to such entities considered as one enterprise or incurred any liability or obligation, direct or contingent, that is material to such entities the Company and the Subsidiaries considered as one enterprise, and (C) except for regular quarterly dividends on there has not been any obligation, direct or contingent (including any off-balance sheet obligations), incurred by the Common StockCompany or the Subsidiaries, which is material to the 5.875% Series B Cumulative Redeemable Preferred Stock Company and the 5.625% Series C Cumulative Redeemable Preferred Subsidiaries taken as a whole, (D) there has not been any change in the capital stock (other than the issuance of shares of Common Stock upon exercise of stock options disclosed as outstanding in amounts per share that are consistent with past practice the Registration Statement and corresponding distributions on the corresponding limited partnership interests Prospectus and the grant of stock options under existing stock option plans disclosed in the Registration Statement and the Prospectus) or material increase in outstanding indebtedness of the Operating Partnership Company or distributions on the Operating Partnership’s 4.43937% Cumulative Redeemable Convertible Preferred Units Subsidiaries, (the “Series 1 CPOP Units”), the Operating Partnership’s 4.00% Cumulative Redeemable Convertible Preferred Units (the “Series 2 CPOP Units”E) and the Operating Partnership’s 3.00% Cumulative Redeemable Convertible Preferred Units (the “Series 3 CPOP Units”), there has been no dividend or other distribution of any kind declared, paid or made by the Company or any of its subsidiaries on any class of its capital stock, and (F) there has not occurred any other event and there has arisen no set of circumstances required by the capital stock 1933 Act or other equity interest of such entitythe 1933 Act Regulations to be disclosed in the Registration Statement or the Prospectus which has not been so set forth in the Registration Statement or the Prospectus as fairly and accurately summarized therein.

No Material Adverse Change in Business. Except as otherwise stated thereindisclosed in the Registration Statement, since the Disclosure Package and the Prospectus, subsequent to the respective dates as of which information is given in Post-Effective Amendment No. 3 to the Registration Statement Statement, the Disclosure Package or the Prospectus, : (A) there has been no material adverse change in the condition, financial or otherwise, or in the properties, earnings, business affairs or business prospects of the Company, the Operating Partnership, the Subsidiaries and the other subsidiaries of the Company and/or the Operating Partnership and their respective subsidiaries (regardless of the level of the Company’s or the Operating Partnership’s direct or indirect ownership in such subsidiary) (each such other subsidiary, a “Property Partnership”) considered as one enterprise (including all of the properties owned by the Company, the Operating Partnership or their respective subsidiaries and described in the Prospectus (the “Properties”))enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company Company, the Operating Partnership or any of its subsidiariesSubsidiary, other than those in the ordinary course of business, which are material with respect to such entities the Company, the Operating Partnership, the Subsidiaries and the Property Partnerships considered as one enterprise or incurred any liability or obligation, direct or contingent, that is material to such entities considered as one enterprise, and (C) except for regular quarterly dividends on the shares of the Company’s Common Stock, the 5.875% Series B Cumulative Redeemable Preferred Stock and the 5.625% Series C Cumulative Redeemable Preferred Stock par value $0.01 per share, in amounts per share that are consistent with past practice and corresponding practice, regular quarterly distributions on the corresponding limited partnership interests of the Operating Partnership or Company’s outstanding 7.375% Series D Cumulative Redeemable Preferred Stock and 6.625% Series E Cumulative Redeemable Preferred Stock and regular quarterly distributions on the Operating Partnership’s 4.43937% Cumulative Redeemable Convertible Preferred Units (the “Series 1 CPOP Units”)preferred units, the Operating Partnership’s 4.00% Cumulative Redeemable Convertible Preferred Units (the “Series 2 CPOP Units”) common units and the Operating Partnership’s 3.00% Cumulative Redeemable Convertible Preferred Units (the “Series 3 CPOP Units”)special common units of limited partnership interests, there has been no dividend or other distribution of any kind declared, paid or made by the Company or any of its subsidiaries on any class of its capital shares or any distribution by the capital stock or other equity interest Operating Partnership with respect to any of such entityits limited partnership interests.

No Material Adverse Change in Business. Except as otherwise stated thereindisclosed in the Registration Statement, since the Disclosure Package and the Prospectus, subsequent to the respective dates as of which information is given in the Registration Statement Statement, the Disclosure Package or the Prospectus, : (A) there has been no material adverse change in the condition, financial or otherwise, or in the properties, earnings, business affairs or business prospects of the Company, the Operating Partnership, the Subsidiaries and the other subsidiaries of the Company and/or the Operating Partnership and their respective subsidiaries (regardless of the level of the Company’s or the Operating Partnership’s direct or indirect ownership in such subsidiary) (each such other subsidiary, a “Property Partnership”) considered as one enterprise (including all of the properties owned by the Company, the Operating Partnership or their respective subsidiaries and described in the Prospectus (the “Properties”))enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company Company, the Operating Partnership or any of its subsidiariesSubsidiary, other than those in the ordinary course of business, which are material with respect to such entities the Company, the Operating Partnership, the Subsidiaries and the Property Partnerships considered as one enterprise or incurred any liability or obligation, direct or contingent, that is material to such entities considered as one enterprise, and (C) except for regular quarterly dividends on the shares of the Company’s Common Stock, the 5.875% Series B Cumulative Redeemable Preferred Stock and the 5.625% Series C Cumulative Redeemable Preferred Stock par value $0.01 per share, in amounts per share that are consistent with past practice and corresponding practice, regular quarterly distributions on the corresponding limited partnership interests of the Operating Partnership or Company’s outstanding 7.375% Series D Cumulative Redeemable Preferred Stock and 6.625% Series E Cumulative Redeemable Preferred Stock and regular quarterly distributions on the Operating Partnership’s 4.43937% Cumulative Redeemable Convertible Preferred Units (the “Series 1 CPOP Units”)preferred units, the Operating Partnership’s 4.00% Cumulative Redeemable Convertible Preferred Units (the “Series 2 CPOP Units”) common units and the Operating Partnership’s 3.00% Cumulative Redeemable Convertible Preferred Units (the “Series 3 CPOP Units”)special common units of limited partnership interests, there has been no dividend or other distribution of any kind declared, paid or made by the Company or any of its subsidiaries on any class of its capital shares or any distribution by the capital stock or other equity interest Operating Partnership with respect to any of such entityits limited partnership interests.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective dates as of which information is given in the Registration Statement or and the Prospectus, and other than as set forth in the Registration Statement and the Prospectus, (Ai) there has not been no material adverse any change in the condition, financial capital stock or otherwise, or in the earnings, business affairs or business prospects long-term debt of the Company, the Operating Partnership and or any of their respective subsidiaries considered as one enterprise subsidiaries, (including all of the properties owned by the Company, the Operating Partnership or their respective subsidiaries and described in the Prospectus (the “Properties”)), whether or not arising in the ordinary course of business (a “ii) there has been no Material Adverse Effect”), (Biii) there have been no transactions entered into by the Company or the Operating Partnership or any of its subsidiaries, other than those in the ordinary course of business, subsidiaries which are material with respect to such entities considered as one enterprise or incurred any liability or obligation, direct or contingent, that is material to such entities the Transaction Entities and their respective subsidiaries considered as one enterprise, and (Civ) except for regular quarterly dividends on the Common Stock, the 5.875% Series B Cumulative Redeemable Preferred Stock and the 5.625% Series C Cumulative Redeemable Preferred Stock in amounts per share that are consistent with past practice and corresponding distributions on the corresponding limited partnership interests of the Operating Partnership or distributions on the Operating Partnership’s 4.43937% Cumulative Redeemable Convertible Preferred Units (the “Series 1 CPOP Units”), the Operating Partnership’s 4.00% Cumulative Redeemable Convertible Preferred Units (the “Series 2 CPOP Units”) and the Operating Partnership’s 3.00% Cumulative Redeemable Convertible Preferred Units (the “Series 3 CPOP Units”)practice, there has been no dividend or other distribution of any kind declared, paid by any Transaction Entity or made by the Company or any of its subsidiaries subsidiary thereof on any class of the its capital stock stock, OP Units or other equity interest form of such entityownership interests, and (v) except as would not, individually or in the aggregate, have a Material Adverse Effect, neither of the Transaction Entities nor any of their respective subsidiaries has sustained since the date of the latest audited financial statements included in the Registration Statement and the Prospectus any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree.

No Material Adverse Change in Business. Except as otherwise stated therein, since the respective dates as of which information is given in the Registration Statement Statement, the General Disclosure Package or the Prospectus, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the CompanyIssuer, the Operating Partnership Parent Guarantor and their respective subsidiaries considered as one enterprise (including all of the properties owned by the Company, Issuer or the Operating Partnership or their respective subsidiaries Parent Guarantor and described in the Prospectus (the “Properties”)), whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company Issuer, the Parent Guarantor or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect to such entities considered as one enterprise or incurred any liability or obligation, direct or contingent, that is material to such entities considered as one enterprise, and (C) except for regular quarterly dividends on the Common Stock, the 5.875% Series A Cumulative Redeemable Preferred Stock, the 5.875% Series B Cumulative Redeemable Preferred Stock and the 5.625% Series C Cumulative Redeemable Preferred Stock in amounts per share that are consistent with past practice and corresponding distributions on the corresponding limited partnership interests of the Operating Partnership Issuer or distributions on the Operating PartnershipIssuer’s 4.43937% Cumulative Redeemable Convertible Preferred Units (the “Series 1 CPOP Units”), ) and the Operating PartnershipIssuer’s 4.00% Cumulative Redeemable Convertible Preferred Units (the “Series 2 CPOP Units”) and the Operating Partnership’s 3.00% Cumulative Redeemable Convertible Preferred Units (the “Series 3 CPOP Units”), there has been no dividend or other distribution of any kind declared, paid or made by the Company Issuer, the Parent Guarantor or any of its subsidiaries on any class of the capital stock or other equity interest of such entity.

No Material Adverse Change in Business. Except as otherwise stated thereinin the Registration Statement, the General Disclosure Package and the Prospectus, since the respective dates as of which information is given in the Registration Statement Statement, the General Disclosure Package or the Prospectus, (A) there has been no material adverse change in or affecting the conditionproperties or assets described in the Registration Statement, the General Disclosure Package or the Prospectus owned by the Transaction Entities or their subsidiaries (collectively, the “Properties”) considered as a whole or in the business, condition (financial or otherwise), results of operations, stockholders’ or in the partners’ equity, as applicable, earnings, business affairs or business prospects of the Company, the Operating Partnership Transaction Entities and their respective direct and indirect subsidiaries considered (each a “Subsidiary” and collectively the “Subsidiaries”) as one enterprise (including all of the properties owned by the Company, the Operating Partnership or their respective subsidiaries and described in the Prospectus (the “Properties”))enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company Transaction Entities or any of its subsidiariesthe Subsidiaries, other than those in the ordinary course of business, which are material with respect to such entities the Transaction Entities and the Subsidiaries considered as one enterprise or incurred any enterprise, (C) there has been no liability or obligation, direct or contingentcontingent (including off-balance sheet obligations), that which is material to such entities the Transaction Entities and the Subsidiaries considered as one enterprise, incurred by the Transaction Entities or any of the Subsidiaries, except obligations incurred in the ordinary course of business and (CD) except for regular quarterly dividends on the Common Stock, the 5.875% Series B Cumulative Redeemable Preferred Stock and the 5.625% Series C Cumulative Redeemable Preferred Stock in amounts per share that are consistent with past practice and corresponding distributions on the corresponding limited partnership interests of the Operating Partnership or distributions on the Operating Partnership’s 4.43937% Cumulative Redeemable Convertible Preferred Units (the “Series 1 CPOP Units”), the Operating Partnership’s 4.00% Cumulative Redeemable Convertible Preferred Units (the “Series 2 CPOP Units”) and the Operating Partnership’s 3.00% Cumulative Redeemable Convertible Preferred Units (the “Series 3 CPOP Units”), there has been no dividend or other distribution of any kind declared, paid or made by the Company or any of its subsidiaries Transaction Entities on any class of capital stock, units of limited partnership interest in the capital stock Operating Partnership (“OP Units”) or other equity interest form of such entityownership interests in the Transaction Entities.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective dates as of which information is given in the Registration Statement or Statement, the General Disclosure Package and the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change in or affecting any of the properties described in the General Disclosure Package and the Prospectus as owned or leased by the Company or its subsidiaries (the “Properties”) or in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, the Operating Partnership Company and their respective its subsidiaries considered as one enterprise (including all of the properties owned by the Company, the Operating Partnership or their respective subsidiaries and described in the Prospectus (the “Properties”))enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect to such entities considered as one enterprise or incurred any liability or obligation, direct or contingent, that is material to such entities the Company and its subsidiaries considered as one enterprise, and (C) except for regular quarterly dividends on the Common Stock, the 5.875% Series B Cumulative Redeemable Preferred Stock and the 5.625% Series C Cumulative Redeemable Preferred Stock distributions in amounts per share or per unit that are consistent with past practice and corresponding distributions on the corresponding limited partnership interests of the Operating Partnership or distributions on the Operating Partnership’s 4.43937% Cumulative Redeemable Convertible Preferred Units (the “Series 1 CPOP Units”), the Operating Partnership’s 4.00% Cumulative Redeemable Convertible Preferred Units (the “Series 2 CPOP Units”) and the Operating Partnership’s 3.00% Cumulative Redeemable Convertible Preferred Units (the “Series 3 CPOP Units”)practice, there has been no dividend or other distribution of any kind declared, paid or made by either of the Company or any of its subsidiaries Transaction Entities on any class of its capital stock, the capital stock common units of limited partner interest in the Operating Partnership (the “Common Units”), the Series A preferred units of limited partner interest in the Operating Partnership (the “Series A Preferred Units”), the Series B preferred units of limited partner interest in the Operating Partnership (the “Series B Preferred Units” and, together with the Series A Preferred Units, the “Preferred Units”), or any other equity interest form of such entityownership interests. The Series A Preferred Units, the Series B Preferred Units and the Common Units are hereinafter collectively referred to as the “Units.”

No Material Adverse Change in Business. Except as otherwise stated thereinin the Registration Statement, the General Disclosure Package and the Prospectus, since the respective dates as of which information is given in the Registration Statement Statement, the General Disclosure Package or the Prospectus, (A) there has been no material adverse change in or affecting the conditionproperties or assets described in the Registration Statement, the General Disclosure Package or the Prospectus owned by the Transaction Entities or their subsidiaries (collectively, the “Properties”) considered as a whole or in the business, condition (financial or otherwise), results of operations, stockholders’ or in the partners’ equity, as applicable, earnings, business affairs or business prospects of the Company, the Operating Partnership Transaction Entities and their respective direct and indirect subsidiaries considered (each a “Subsidiary” and collectively the “Subsidiaries”) as one enterprise (including all of the properties owned by the Company, the Operating Partnership or their respective subsidiaries and described in the Prospectus (the “Properties”))enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company Transaction Entities or any of its subsidiariesthe Subsidiaries, other than those in the ordinary course of business, which are material with respect to such entities the Transaction Entities and the Subsidiaries considered as one enterprise or incurred any enterprise, (C) there has been no liability or obligation, direct or contingentcontingent (including off-balance sheet obligations), that which is material to such entities the Transaction Entities and the Subsidiaries considered as one enterprise, incurred by the Transaction Entities or any of the Subsidiaries, except obligations incurred in the ordinary course of business and (CD) except for regular quarterly dividends on the Common Stock, the 5.875% Series B Cumulative Redeemable Preferred Stock and the 5.625% Series C Cumulative Redeemable Preferred Stock in amounts per share that are consistent with past practice and corresponding distributions on the corresponding limited partnership interests of the Operating Partnership or distributions on the Operating Partnership’s 4.43937% Cumulative Redeemable Convertible Preferred Units (the “Series 1 CPOP Units”), the Operating Partnership’s 4.00% Cumulative Redeemable Convertible Preferred Units (the “Series 2 CPOP Units”) and the Operating Partnership’s 3.00% Cumulative Redeemable Convertible Preferred Units (the “Series 3 CPOP Units”), there has been no dividend or other distribution of any kind declared, paid or made by the Company or any of its subsidiaries Transaction Entities on any class of capital stock, units of limited partnership interest in the capital stock Operating Partnership (“OP Units”), or other equity interest form of such entityownership interests in the Transaction Entities.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective dates as of which information is given in the Registration Statement or and the Prospectus, except as otherwise stated therein, (Aa) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, and its Subsidiaries (“Subsidiaries,” as used in this Agreement, includes consolidated corporations, partnerships and other entities, including, the Operating Partnership, Colonial Properties Services Limited Partnership (the “Management Partnership”) and their respective subsidiaries Colonial Properties Services, Inc. (the “Management Corporation”), and includes direct and indirect Subsidiaries, if any) considered as one enterprise (including all enterprise, or any of the properties real property or improvements thereon owned by either the Company, the Operating Partnership Company or their respective subsidiaries any of its Subsidiaries (each individually a “Property” and described in the Prospectus (collectively the “Properties”)), whether or not arising in the ordinary course of business (a “Material Adverse Effect”)business, (Bb) no casualty loss, condemnation or other adverse event with respect to the Properties, which when considered together with all other such losses, condemnations or events, are material to the Company and its Subsidiaries considered as one enterprise, has occurred, (c) there have been no transactions entered into by the Company or any of its subsidiariesSubsidiaries, other than those in the ordinary course of business, which are material with respect to such entities considered as one enterprise or incurred any liability or obligationthe Company, direct or contingent, that is material to such entities and its Subsidiaries considered as one enterprise, and (Cd) except for regular quarterly dividends on the Company's Common StockShares or dividends or distributions declared, paid or made in accordance with the 5.875% Series B Cumulative Redeemable Preferred Stock and the 5.625% Series C Cumulative Redeemable Preferred Stock in amounts per share that are consistent with past practice and corresponding distributions on the corresponding limited partnership interests terms of any series of the Operating Partnership or distributions on the Operating Partnership’s 4.43937% Cumulative Redeemable Convertible Company's Preferred Units (the “Series 1 CPOP Units”), the Operating Partnership’s 4.00% Cumulative Redeemable Convertible Preferred Units (the “Series 2 CPOP Units”) and the Operating Partnership’s 3.00% Cumulative Redeemable Convertible Preferred Units (the “Series 3 CPOP Units”)Shares, there has been no dividend or other distribution of any kind declared, paid or made by the Company or any of its subsidiaries on any class of the its capital stock or other equity interest of such entitystock.

No Material Adverse Change in Business. Except as otherwise stated therein, since the respective dates as of which information is given in the Registration Statement Statement, the General Disclosure Package or the Prospectus, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, the Operating Partnership and their respective subsidiaries considered as one enterprise (including all of the properties owned by the Company, the Operating Partnership or their respective subsidiaries and described in the Prospectus (the “Properties”)), whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect to such entities considered as one enterprise or incurred any liability or obligation, direct or contingent, that is material to such entities considered as one enterprise, and (C) except for regular quarterly dividends on the Common Stock, the 5.875% Series B Cumulative Redeemable Preferred Stock and the 5.625% Series C Cumulative Redeemable Preferred Stock in amounts per share that are consistent with past practice and corresponding distributions on the corresponding limited partnership interests of the Operating Partnership or distributions on the Operating Partnership’s 4.43937% Cumulative Redeemable Convertible Preferred Units (the “Series 1 CPOP Units”), the Operating Partnership’s 4.00% Cumulative Redeemable Convertible Preferred Units (the “Series 2 CPOP Units”) and the Operating Partnership’s 3.00% Cumulative Redeemable Convertible Preferred Units (the “Series 3 CPOP Units” and together with the Series 1 CPOP Units and the Series 2 CPOP Units, the “CPOP Units”), there has been no dividend or other distribution of any kind declared, paid or made by the Company or any of its subsidiaries on any class of the capital stock or other equity interest of such entity.

No Material Adverse Change in Business. Except as otherwise stated thereindisclosed in the Registration Statement, since the Disclosure Package and the Prospectus, subsequent to the respective dates as of which information is given in the Registration Statement Statement, the Disclosure Package or the Prospectus, : (A) there has been no material adverse change in the condition, financial or otherwise, or in the properties, earnings, business affairs or business prospects of the Company, the Operating Partnership, the Subsidiaries and the subsidiaries of the Company and/or the Operating Partnership and their respective subsidiaries that are in the form of a partnership (regardless of the level of the Company’s or the Operating Partnership’s direct or indirect ownership in such subsidiary) (each, a “Property Partnership”) considered as one enterprise (including all of the properties owned by the Company, the Operating Partnership or their respective subsidiaries and described in the Prospectus (the “Properties”))enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company Company, the Operating Partnership or any of its subsidiariesSubsidiary, other than those in the ordinary course of business, which are material with respect to such entities the Company, the Operating Partnership, the Subsidiaries and the Property Partnerships considered as one enterprise or incurred any liability or obligation, direct or contingent, that is material to such entities considered as one enterprise, and (C) except for regular quarterly dividends on the shares of the Company’s Common Stock, the 5.875% Series B Cumulative Redeemable Preferred Stock and the 5.625% Series C Cumulative Redeemable Preferred Stock par value $0.01 per share, in amounts per share that are consistent with past practice and corresponding practice, regular quarterly distributions on the corresponding limited partnership interests of Company’s outstanding 7.75% Series C Cumulative Redeemable Preferred Stock, the Operating Partnership or 2004 Shares and the 2010 Shares and regular quarterly distributions on the Operating Partnership’s 4.43937% Cumulative Redeemable Convertible Preferred Units (the “Series 1 CPOP Units”), the Operating Partnership’s 4.00% Cumulative Redeemable Convertible Preferred Units (the “Series 2 CPOP Units”) common units and the Operating Partnership’s 3.00% Cumulative Redeemable Convertible Preferred Units (the “Series 3 CPOP Units”)special common units of limited partnership interest, there has been no dividend or other distribution of any kind declared, paid or made by the Company or any of its subsidiaries on any class of its capital shares or any distribution by the capital stock or other equity interest Operating Partnership with respect to any of such entityits limited partnership interests.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective dates as of which information is given in the Registration Statement General Disclosure Package or the ProspectusProspectus (in each case exclusive of any amendments or supplements thereto subsequent to their respective dates), except as otherwise stated therein, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, earnings and business affairs or business prospects of the CompanyCompany together with its consolidated subsidiaries, all of which are listed on Schedule III attached hereto (each, a “Subsidiary,” and collectively, the Operating Partnership and their respective subsidiaries “Subsidiaries”), considered as one enterprise (including all of the properties owned by the Company, the Operating Partnership or their respective subsidiaries and described in the Prospectus (the “Properties”))enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiariesSubsidiaries, other than those in the ordinary course of business, which are material with respect to such entities considered as one enterprise or incurred any liability or obligation, direct or contingent, that is material to such entities the Company and its Subsidiaries considered as one enterprise, (C) there has been no obligation, contingent or otherwise, directly or indirectly incurred by the Company or any of its Subsidiaries considered as one enterprise that could reasonably be likely to have a Material Adverse Effect and (CD) except for regular quarterly monthly dividends on the Common Stock, the 5.875and regular quarterly dividends on its 7.750% Series B Cumulative Redeemable Preferred Stock and the 5.6257.00% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock in amounts per share that are consistent with past practice and corresponding distributions on the corresponding limited partnership interests of the Operating Partnership or distributions on the Operating Partnership’s 4.43937% Cumulative Redeemable Convertible Preferred Units (the “Series 1 CPOP Units”), the Operating Partnership’s 4.00% Cumulative Redeemable Convertible Preferred Units (the “Series 2 CPOP Units”) and the Operating Partnership’s 3.00% Cumulative Redeemable Convertible Preferred Units (the “Series 3 CPOP Units”)Stock, there has been no dividend or other distribution of any kind declared, paid or made by the Company or any of its subsidiaries on any class of the its capital stock or other equity interest of such entitystock.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective dates as of which information is given in the Registration Statement or Statement, the General Disclosure Package and the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, the Operating Partnership and their respective subsidiaries considered as one enterprise (including all of the properties owned by the Company, the Operating Partnership or their respective subsidiaries and described in the Prospectus (the “Properties”)), whether or not arising in the ordinary course of business (a “Material Adverse Effect”), ; (B) there have been no transactions entered into by the Company or any of its subsidiaries or, to the knowledge of the Company, Sovereign or any of its subsidiaries, other than those in the ordinary course of businessbusiness and the transactions contemplated by the Agreement and Plan of Reorganization, dated as of December 14, 2016, by and between the Company and Sovereign (the “Merger Agreement”), which are material with respect to such entities each of the Company and its subsidiaries or Sovereign and its subsidiaries, each considered as one enterprise or incurred any liability or obligation, direct or contingent, that is material to such entities considered as one a separate consolidated enterprise, and (C) except for regular quarterly dividends paid on the Common Company’s Senior Non-Cumulative Perpetual Preferred Stock, the 5.875% Series B Cumulative Redeemable Preferred Stock and the 5.625% Series C Cumulative Redeemable Preferred Stock in amounts per share that are consistent with past practice and corresponding distributions on the corresponding limited partnership interests of the Operating Partnership or distributions on the Operating Partnership’s 4.43937% Cumulative Redeemable Convertible Preferred Units (the “Series 1 CPOP Units”), the Operating Partnership’s 4.00% Cumulative Redeemable Convertible Preferred Units (the “Series 2 CPOP Units”) and the Operating Partnership’s 3.00% Cumulative Redeemable Convertible Preferred Units (the “Series 3 CPOP Units”)C, there has been no dividend or other distribution of any kind declared, paid or made by the Company or any of its subsidiaries on any class of the its capital stock and, to the Company’s knowledge, except for dividends paid on Sovereign’s Senior Non-Cumulative Perpetual Preferred Stock, Series C, no par value, there has not been any dividend or distribution of any kind declared, paid or made by Sovereign on any class of their respective capital stock. For purposes of this Agreement, “Material Adverse Effect” means any fact, change, occurrence, event or circumstance that, individually or together with any other facts, changes, occurrences, events or circumstances, has or would reasonably be expected to have a material adverse effect on the business, business prospects, management, financial position, shareholders’ equity interest or results of such entityoperations of the Company and its subsidiaries, considered as one enterprise, or would prevent or impair the consummation of the transactions contemplated by this Agreement.

No Material Adverse Change in Business. Since the date of the latest audited financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus, the Partnership Entities have not sustained any loss or interference from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, investigation, order or decree, otherwise than as set forth in the Registration Statement, the General Disclosure Package and the Prospectus and other than as would not reasonably be expected to have a Material Adverse Effect on the performance of this Agreement or the consummation of any of the transactions contemplated hereby. Except as otherwise stated contemplated therein, since the respective dates as of which information is given in the Registration Statement Statement, the General Disclosure Package or the Prospectus, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, the Operating Partnership and their respective subsidiaries considered as one enterprise (including all of the properties owned by the Company, the Operating Partnership or their respective subsidiaries and described in the Prospectus (the “Properties”)), whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiariesPartnership Entities, other than those in the ordinary course of business, which are material with respect to such entities considered as one enterprise or incurred any liability or obligation, direct or contingent, that is material to such entities the Partnership Entities considered as one enterprise, and (C) except for regular quarterly dividends on the Common Stock, the 5.875% Series B Cumulative Redeemable Preferred Stock and the 5.625% Series C Cumulative Redeemable Preferred Stock in amounts per share that are consistent with past practice and corresponding distributions on the corresponding limited partnership interests of the Operating Partnership or distributions on the Operating Partnership’s 4.43937% Cumulative Redeemable Convertible Preferred Units (the “Series 1 CPOP Units”), the Operating Partnership’s 4.00% Cumulative Redeemable Convertible Preferred Units (the “Series 2 CPOP Units”) and the Operating Partnership’s 3.00% Cumulative Redeemable Convertible Preferred Units (the “Series 3 CPOP Units”), there has been no dividend or other distribution of any kind declared, paid or made by the Company Partnership other than regular quarterly distributions paid to holders of Common Units, TexNew Mex Units, Subordinated Units or IDRs, as the case may be, of the Partnership in the ordinary course or, except for dividends paid to the Partnership or its subsidiaries, any of its subsidiaries Partnership Entity on any class of the capital stock or other equity interest repurchase or redemption by any Partnership Entity of such entityany class of capital stock.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective dates as of which information is given in the Registration Statement or and the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, the Operating Partnership and their respective subsidiaries the Subsidiaries considered as one enterprise (including all of the properties owned by the Company, the Operating Partnership or their respective subsidiaries and described in the Prospectus (the “Properties”))enterprise, whether or not arising in the ordinary course of business (a “"Material Adverse Effect”"), (B) no casualty loss or condemnation or other adverse event with respect to any of the interests held directly or indirectly in any of the real properties or real property interests, including without limitation, any interest or participation, direct or indirect, in any mortgage obligation owned, directly or indirectly, by the Company, the Operating Partnership or any Subsidiary (the "Properties") has occurred which would be material with respect to the Company, the Operating Partnership and the Subsidiaries considered as one enterprise, (C) there have been no transactions entered into by the Company Company, the Operating Partnership or any of its subsidiariesSubsidiary, other than those in the ordinary course of business, which are material with respect to such entities considered as one enterprise or incurred any liability or obligationthe Company, direct or contingent, that is material to such entities the Operating Partnership and the Subsidiaries considered as one enterprise, and (CD) except for regular quarterly dividends on the Common Stock, the 5.875% Series B Cumulative Redeemable Preferred Stock and the 5.625% Series C Cumulative Redeemable Preferred Stock Shares in amounts per share that are consistent with past practice and corresponding practice, regular quarterly distributions on the corresponding limited partnership interests Company's Series A and Series C Convertible Preferred Stock (collectively, the "Preferred Stock"), and regular quarterly distributions on the common and preferred units of the Operating Partnership or distributions on the Operating Partnership’s 4.43937% Cumulative Redeemable Convertible Preferred Units (the “Series 1 CPOP "Units”), the Operating Partnership’s 4.00% Cumulative Redeemable Convertible Preferred Units (the “Series 2 CPOP Units”) and the Operating Partnership’s 3.00% Cumulative Redeemable Convertible Preferred Units (the “Series 3 CPOP Units”"), there has been no dividend or other distribution of any kind declared, paid or made by the Company or any of its subsidiaries on any class of the its capital stock or other equity interest any distribution by the Operating Partnership with respect to its Units, and (E) there has been no increase in long-term debt or decrease in the capital of such entitythe Company, the Operating Partnership or any Subsidiary.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective dates as of which information is given in the Registration Statement or and the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, the Operating Partnership and their respective subsidiaries the Subsidiaries considered as one enterprise (including all of the properties owned by the Company, the Operating Partnership or their respective subsidiaries and described in the Prospectus (the “Properties”))enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company Company, the Operating Partnership or any of its subsidiaries, other than those in the ordinary course of business, Subsidiaries which are material with respect to such entities considered as one enterprise or incurred any liability or obligationthe Company, direct or contingent, that is material to such entities the Operating Partnership and the Subsidiaries considered as one enterprise, (C) except as otherwise disclosed in the Prospectus, there has been no obligation or liability, direct or contingent (including any off-balance sheet obligations) incurred by the Company, the Operating Partnership or any Subsidiary, which is material to the Company, the Operating Partnership and the Subsidiaries considered as one enterprise, (D) other than the issuance of Common Stock pursuant to the exercise or vesting of any Awards (as defined herein) outstanding on the date hereof and issued pursuant to the Equity Plans (as defined herein), there have been no changes in the authorized or outstanding capital stock of the Company, the Operating Partnership or the Subsidiaries, (E) there have been no material changes in the outstanding indebtedness of the Company or the Operating Partnership, and (CF) except for regular quarterly or monthly dividends on the Common Stock, the 5.875% Series B Cumulative Redeemable Preferred Stock and the 5.625% Series C Cumulative Redeemable Preferred Stock in amounts per share that are consistent with past practice and corresponding distributions on the corresponding limited partnership interests of the Operating Partnership or distributions on the Operating Partnership’s 4.43937% Cumulative Redeemable Convertible Preferred Units (the “Series 1 CPOP Units”), the Operating Partnership’s 4.00% Cumulative Redeemable Convertible Preferred Units (the “Series 2 CPOP Units”) and the Operating Partnership’s 3.00% Cumulative Redeemable Convertible Preferred Units (the “Series 3 CPOP Units”), there has been no dividend or other distribution of any kind declared, paid or made by the Company or any of its subsidiaries on any class of the capital its Common Stock, preferred stock or other equity interest capital stock of such entitythe Company (“Capital Stock”).

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective dates as of which information is given in the Registration Statement or Statement, the General Disclosure Package and the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change in or affecting any of the properties described in the General Disclosure Package and the Prospectus as owned or leased by the Company or its subsidiaries (the “ Properties”) or in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, the Operating Partnership Company and their respective its subsidiaries considered as one enterprise (including all of the properties owned by the Company, the Operating Partnership or their respective subsidiaries and described in the Prospectus (the “Properties”))enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect to such entities considered as one enterprise or incurred any liability or obligation, direct or contingent, that is material to such entities the Company and its subsidiaries considered as one enterprise, and (C) except for regular quarterly dividends on the Common Stock, the 5.875% Series B Cumulative Redeemable Preferred Stock and the 5.625% Series C Cumulative Redeemable Preferred Stock distributions in amounts per share or per unit that are consistent with past practice and corresponding distributions on the corresponding limited partnership interests of the Operating Partnership or distributions on the Operating Partnership’s 4.43937% Cumulative Redeemable Convertible Preferred Units (the “Series 1 CPOP Units”), the Operating Partnership’s 4.00% Cumulative Redeemable Convertible Preferred Units (the “Series 2 CPOP Units”) and the Operating Partnership’s 3.00% Cumulative Redeemable Convertible Preferred Units (the “Series 3 CPOP Units”)practice, there has been no dividend or other distribution of any kind declared, paid or made by either of the Company or any of its subsidiaries Transaction Entities on any class of its capital stock, the capital stock common units of limited partner interest in the Operating Partnership (the “Common Units”), the Series A preferred units of limited partner interest in the Operating Partnership (the “Series A Preferred Units”), the Series B preferred units of limited partner interest in the Operating Partnership (the “Series B Preferred Units” and, together with the Series A Preferred Units, the “Preferred Units”), or any other equity interest form of such entityownership interests. The Preferred Units and the Common Units are hereinafter collectively referred to as the “Units.”

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective dates as of which information is given in the Registration Statement or Statements, the General Disclosure Package and the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change in the conditionMaterial Adverse Effect (as defined below) or any fact, financial change, occurrence, event or otherwise, circumstance that has or in the earnings, business affairs or business prospects of the Company, the Operating Partnership and their respective subsidiaries considered as one enterprise (including all of the properties owned by the Company, the Operating Partnership or their respective subsidiaries and described in the Prospectus (the “Properties”)), whether or not arising in the ordinary course of business (would reasonably be expected to have a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect to such entities considered as one enterprise or incurred any liability or obligation, direct or contingent, that is material to such entities the Company and its subsidiaries considered as one enterprise, and (C) except for regular quarterly dividends on (x) the Common 6.75% Fixed-to-Floating Rate Series A Non-Cumulative Perpetual Preferred Stock, the 5.875% Series B Cumulative Redeemable Preferred Stock and the 5.625% Series C Cumulative Redeemable Preferred Stock in amounts liquidation value $1,000.00 per share that are consistent with past practice and corresponding distributions on the corresponding limited partnership interests of the Operating Partnership or distributions on the Operating Partnership’s 4.43937% Cumulative Redeemable Convertible Preferred Units (the “Series 1 CPOP UnitsA Preferred Stock”), and (y) the Operating Partnership’s 4.006.375% Fixed-to-Floating Rate Series B Non-Cumulative Redeemable Convertible Perpetual Preferred Units Stock, liquidation value $1,000.00 per share (the “Series 2 CPOP Units”) and the Operating Partnership’s 3.00% Cumulative Redeemable Convertible B Preferred Units (the “Series 3 CPOP UnitsStock”), there has been no dividend or other distribution of any kind declared, paid or made by the Company or any of its subsidiaries on any class of its capital stock, (D) there has been no material loss or interference with the Company’s business from fire, explosion, pandemics or other public health emergencies (including the COVID-19 outbreak), flood, earthquakes, accident or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that would reasonably be expected to have a Material Adverse Effect, and (E) there has not been any material decrease in the capital stock or any material increase in any short-term or long-term indebtedness of the Company or the subsidiaries (other than advances from the Federal Home Loan Bank of Pittsburgh to the Bank). For purposes of this Agreement, “Material Adverse Effect” means a material adverse effect (I) on the business, business prospects, management, financial position, shareholders’ equity interest or results of such entityoperations of the Company and its subsidiaries, considered as one enterprise, or (II) that would prevent or substantially impair the consummation of the transactions contemplated by this Agreement.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective dates as of which information is given in the Registration Statement or Statement, the General Disclosure Package and the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change in or affecting any of the properties described in the General Disclosure Package and the Prospectus as owned or leased by the Company or its subsidiaries (the “Properties”) or in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, the Operating Partnership Company and their respective its subsidiaries considered as one enterprise (including all of the properties owned by the Company, the Operating Partnership or their respective subsidiaries and described in the Prospectus (the “Properties”))enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect to such entities considered as one enterprise or incurred any liability or obligation, direct or contingent, that is material to such entities the Company and its subsidiaries considered as one enterprise, and (C) except for regular quarterly dividends on the Common Stock, the 5.875% Series B Cumulative Redeemable Preferred Stock and the 5.625% Series C Cumulative Redeemable Preferred Stock distributions in amounts per share or per unit that are consistent with past practice and corresponding distributions on the corresponding limited partnership interests of the Operating Partnership or distributions on the Operating Partnership’s 4.43937% Cumulative Redeemable Convertible Preferred Units (the “Series 1 CPOP Units”), the Operating Partnership’s 4.00% Cumulative Redeemable Convertible Preferred Units (the “Series 2 CPOP Units”) and the Operating Partnership’s 3.00% Cumulative Redeemable Convertible Preferred Units (the “Series 3 CPOP Units”)practice, there has been no dividend or other distribution of any kind declared, paid or made by either of the Company or any of its subsidiaries Transaction Entities on any class of its capital stock, the capital stock common units of limited partner interest in the Operating Partnership (the “Common Units”), the Series A preferred units of limited partner interest in the Operating Partnership (the “Series A Preferred Units”), the Series B preferred units of limited partner interest in the Operating Partnership (the “Series B Preferred Units” and, together with the Series A Preferred Units, the “Preferred Units”), or any other equity interest form of such entityownership interests. The Preferred Units and the Common Units are hereinafter collectively referred to as the “Units.”

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective dates as of which information is given in the Registration Statement or and the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, the Operating Partnership and their respective subsidiaries the Subsidiaries considered as one enterprise (including all of the properties owned by the Company, the Operating Partnership or their respective subsidiaries and described in the Prospectus (the “Properties”))enterprise, whether or not arising in the ordinary course of business (a “"Material Adverse Effect”"), (B) no casualty loss or condemnation or other adverse event with respect to any of the interests held directly or indirectly in any of the real properties or real property interests, including without limitation, any interest or participation, direct or indirect, in any mortgage obligation owned, directly or indirectly, by the Company, the Operating Partnership or any Subsidiary (the "Properties") has occurred which would be material with respect to the Company, the Operating Partnership and the Subsidiaries considered as one enterprise, (C) there have been no transactions entered into by the Company Company, the Operating Partnership or any of its subsidiariesSubsidiary, other than those in the ordinary course of business, which are material with respect to such entities considered as one enterprise or incurred any liability or obligationthe Company, direct or contingent, that is material to such entities the Operating Partnership and the Subsidiaries considered as one enterprise, and (CD) except for regular quarterly dividends on the Company's common shares of beneficial interest, par value $.001 per share (the "Common StockShares"), the 5.875% Series B Cumulative Redeemable Preferred Stock and the 5.625% Series C Cumulative Redeemable Preferred Stock in amounts per share that are consistent with past practice and corresponding practice, regular quarterly distributions on the corresponding limited partnership interests Company's Series C Convertible Preferred Stock and the Company's Series D Cumulative Redeemable Preferred Stock (collectively, the "Preferred Stock"), and regular quarterly distributions on the common units and preferred units of the Operating Partnership or distributions on the Operating Partnership’s 4.43937% Cumulative Redeemable Convertible Preferred Units (the “Series 1 CPOP Units”)collectively, the Operating Partnership’s 4.00% Cumulative Redeemable Convertible Preferred Units (the “Series 2 CPOP "Units”) and the Operating Partnership’s 3.00% Cumulative Redeemable Convertible Preferred Units (the “Series 3 CPOP Units”"), there has been no dividend or other distribution of any kind declared, paid or made by the Company or any of its subsidiaries on any class of the its capital stock or other equity interest any distribution by the Operating Partnership with respect to its Units, and (E) there has been no increase in long-term debt or decrease in the capital of such entitythe Company, the Operating Partnership or any Subsidiary.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective dates as of which information is given in the Registration Statement or and the Prospectus, except as otherwise stated or incorporated by reference therein, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, the Operating Partnership Company and their respective its subsidiaries considered as one enterprise (including all of the properties owned by the Company, the Operating Partnership or their respective subsidiaries and described in the Prospectus (the “Properties”))enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) no casualty loss or condemnation or other adverse event with respect to any of the interests held directly or indirectly in any of the real properties or real property interests, including without limitation, any interest or participation, direct or indirect, in any mortgage obligation owned, directly or indirectly, by the Company, any of its subsidiaries or any Joint Venture (as defined below) (the “Properties”) has occurred which would be material with respect to the Company and its subsidiaries considered as one enterprise, (C) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect to such entities considered as one enterprise or incurred any liability or obligation, direct or contingent, that is material to such entities the Company and its subsidiaries considered as one enterprise, and (CD) except for regular quarterly dividends on the Company’s common stock, par value $.06 per share (the “Common Stock”), the 5.875% Series B Cumulative Redeemable Preferred Stock and the 5.625% Series C Cumulative Redeemable Preferred Stock in amounts per share that are consistent with past practice practice, dividends on the Company’s outstanding preferred stock in accordance with the terms thereof, and corresponding regular quarterly distributions on the corresponding common and preferred units of limited partnership interests of interest in the Operating Partnership or distributions on the Operating Partnership’s 4.43937% Cumulative Redeemable Convertible Preferred Units (the “Series 1 CPOP Units”), the Operating Partnership’s 4.00% Cumulative Redeemable Convertible Preferred Units (the “Series 2 CPOP Units”) and the Operating Partnership’s 3.00% Cumulative Redeemable Convertible Preferred Units (the “Series 3 CPOP Units”), there has been no dividend or other distribution of any kind declared, paid or made by the Company on any class of its capital stock or any distribution by the Operating Partnership with respect to its Units, and (E) there has been no material increase in long-term debt or decrease in the capital of the Company or any of its subsidiaries on any class of the capital stock or other equity interest of such entitysubsidiaries.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective dates as of which information is given in the Registration Statement General Disclosure Package or the ProspectusProspectus (in each case exclusive of any amendments or supplements thereto subsequent to their respective dates), except as otherwise stated therein, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, earnings and business affairs or business prospects of the CompanyCompany together with its consolidated subsidiaries, all of which are listed on Schedule III attached hereto (each, a “Subsidiary,” and collectively, the Operating Partnership and their respective subsidiaries “Subsidiaries”), considered as one enterprise (including all of the properties owned by the Company, the Operating Partnership or their respective subsidiaries and described in the Prospectus (the “Properties”))enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiariesSubsidiaries, other than those in the ordinary course of business, which are material with respect to such entities considered as one enterprise or incurred any liability or obligation, direct or contingent, that is material to such entities the Company and its Subsidiaries considered as one enterprise, (C) there has been no obligation, contingent or otherwise, directly or indirectly incurred by the Company or any of its Subsidiaries considered as one enterprise that could reasonably be likely to have a Material Adverse Effect and (CD) except for regular quarterly monthly dividends on the Common Stock, the 5.875and regular quarterly dividends on its 7.750% Series B Cumulative Redeemable Preferred Stock and the 5.625Stock, 7.00% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, 6.875% Series D Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock in amounts per share that are consistent with past practice and corresponding distributions on the corresponding limited partnership interests of the Operating Partnership or distributions on the Operating Partnership’s 4.439376.50% Series E Fixed-to-Floating Rate Cumulative Redeemable Convertible Preferred Units (the “Series 1 CPOP Units”), the Operating Partnership’s 4.00% Cumulative Redeemable Convertible Preferred Units (the “Series 2 CPOP Units”) and the Operating Partnership’s 3.00% Cumulative Redeemable Convertible Preferred Units (the “Series 3 CPOP Units”)Stock, there has been no dividend or other distribution of any kind declared, paid or made by the Company or any of its subsidiaries on any class of the its capital stock or other equity interest of such entitystock.

No Material Adverse Change in Business. Except as otherwise stated therein, since the respective dates as of which information is given in the Registration Statement Statement, the General Disclosure Package or the Prospectus, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, the Operating Partnership and their respective subsidiaries considered as one enterprise (including all of the properties owned by the Company, Company or the Operating Partnership or their respective subsidiaries and described in the Prospectus (the “Properties”)), whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect to such entities considered as one enterprise or incurred any liability or obligation, direct or contingent, that is material to such entities considered as one enterprise, and (C) except for regular quarterly dividends on the Common Stock, the 5.875% Series B Cumulative Redeemable Preferred Stock and the 5.625% Series C Cumulative Redeemable Preferred Stock in amounts per share that are consistent with past practice and corresponding distributions on the corresponding limited partnership interests of the Operating Partnership or distributions on the Operating Partnership’s 4.43937% Cumulative Redeemable Convertible Preferred Units (the “Series 1 CPOP Units”), ) and the Operating Partnership’s 4.00% Cumulative Redeemable Convertible Preferred Units (the “Series 2 CPOP Units”) and the Operating Partnership’s 3.00% Cumulative Redeemable Convertible Preferred Units (the “Series 3 CPOP Units”), there has been no dividend or other distribution of any kind declared, paid or made by the Company or any of its subsidiaries on any class of the capital stock or other equity interest of such entity.

No Material Adverse Change in Business. Except as otherwise stated thereindisclosed in the Registration Statement, since the Disclosure Package and the Prospectus, subsequent to the respective dates as of which information is given in the Registration Statement Statement, the Disclosure Package or the Prospectus, : (A) there has been no material adverse change in the condition, financial or otherwise, or in the properties, earnings, business affairs or business prospects of the Company, the Operating Partnership, the Subsidiaries and the subsidiaries of the Company and/or the Operating Partnership and their respective subsidiaries that are in the form of a partnership (regardless of the level of the Company’s or the Operating Partnership’s direct or indirect ownership in such subsidiary) (each, a “Property Partnership”) considered as one enterprise (including all of the properties owned by the Company, the Operating Partnership or their respective subsidiaries and described in the Prospectus (the “Properties”))enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company Company, the Operating Partnership or any of its subsidiariesSubsidiary, other than those in the ordinary course of business, which are material with respect to such entities the Company, the Operating Partnership, the Subsidiaries and the Property Partnerships considered as one enterprise or incurred any liability or obligation, direct or contingent, that is material to such entities considered as one enterprise, and (C) except for regular quarterly dividends on the shares of the Company’s Common Stock, the 5.875% Series B Cumulative Redeemable Preferred Stock and the 5.625% Series C Cumulative Redeemable Preferred Stock par value $0.01 per share, in amounts per share that are consistent with past practice and corresponding practice, regular quarterly distributions on the corresponding limited partnership interests of Company’s outstanding 7.75% Series C Cumulative Redeemable Preferred Stock and the Operating Partnership or 2004 Shares and regular quarterly distributions on the Operating Partnership’s 4.43937% Cumulative Redeemable Convertible Preferred Units (the “Series 1 CPOP Units”), the Operating Partnership’s 4.00% Cumulative Redeemable Convertible Preferred Units (the “Series 2 CPOP Units”) common units and the Operating Partnership’s 3.00% Cumulative Redeemable Convertible Preferred Units (the “Series 3 CPOP Units”)special common units of limited partnership interest, there has been no dividend or other distribution of any kind declared, paid or made by the Company or any of its subsidiaries on any class of its capital shares or any distribution by the capital stock or other equity interest Operating Partnership with respect to any of such entityits limited partnership interests.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective dates as of which information is given in the Registration Statement or the Prospectus, except as otherwise stated in the Registration Statement and the Prospectus, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, the Operating Partnership Company and their respective its subsidiaries considered as one enterprise (including all of the properties owned by the Company, the Operating Partnership or their respective subsidiaries and described in the Prospectus (the “Properties”))enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect to such entities considered as one enterprise or incurred any liability or obligation, direct or contingent, that is material to such entities the Company and its subsidiaries considered as one enterprise, (C) there has been no obligation, contingent or otherwise, directly or indirectly incurred by the Company, that could reasonably be likely to have a Material Adverse Effect and (CD) except for regular quarterly dividends on the Company’s common stock, par value $0.01 per share (the “Common Stock”), 8.125% Series A Cumulative Redeemable Preferred Stock, par value $0.01 per share (the 5.875“Series A Preferred Stock”), 8.375% Series B Cumulative Redeemable Preferred Stock, par value $0.01 per share (the “Series B Preferred Stock”, together with the Series A Preferred Stock and the 5.625% Series C Cumulative Redeemable Preferred Stock, the “Preferred Stock”) and the Series C Preferred Stock in amounts per share that are consistent with past practice and corresponding distributions on the corresponding limited partnership interests of the Operating Partnership or distributions on the Operating Partnership’s 4.43937% Cumulative Redeemable Convertible Preferred Units (the “Series 1 CPOP Units”), the Operating Partnership’s 4.00% Cumulative Redeemable Convertible Preferred Units (the “Series 2 CPOP Units”) and the Operating Partnership’s 3.00% Cumulative Redeemable Convertible Preferred Units (the “Series 3 CPOP Units”)practice, there has been no dividend or other distribution of any kind declared, paid or made by the Company or any of its subsidiaries on any class of the its capital stock or repurchase or redemption by the Company of any class of its capital stock other equity interest of such entitythan pursuant to the Company’s previously announced Common Stock repurchase program and the Series A Preferred Stock repurchase program.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective dates as of which information is given in the Registration Statement or Statement, the General Disclosure Package and the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, the Operating Partnership Company and their respective its subsidiaries and variable interest entities considered as one enterprise (including all of the properties owned by the Company, the Operating Partnership or their respective subsidiaries and described in the Prospectus (the a “PropertiesMaterial Adverse Effect”)), whether or not arising in the ordinary course of business (a “Material Adverse Effect”)business, (B) there have been no transactions entered into by the Company or any of its subsidiariessubsidiaries or variable interest entities, other than those in the ordinary course of business, which are material with respect to such entities considered as one enterprise or incurred any liability or obligation, direct or contingent, that is material to such the Company and its subsidiaries and variable interest entities considered as one enterprise, and (C) except for regular quarterly any dividends on the Common StockOrdinary Shares as already disclosed in the Registration Statement, any preliminary prospectus, the 5.875% Series B Cumulative Redeemable Preferred Stock and the 5.625% Series C Cumulative Redeemable Preferred Stock in amounts per share that are consistent with past practice and corresponding distributions on the corresponding limited partnership interests Prospectus or any amendment or supplement to any of the Operating Partnership or distributions on the Operating Partnership’s 4.43937% Cumulative Redeemable Convertible Preferred Units (the “Series 1 CPOP Units”), the Operating Partnership’s 4.00% Cumulative Redeemable Convertible Preferred Units (the “Series 2 CPOP Units”) and the Operating Partnership’s 3.00% Cumulative Redeemable Convertible Preferred Units (the “Series 3 CPOP Units”)foregoing, there has been no dividend or other distribution of any kind declared, paid or made by the Company on any class of its share capital, (D) there has been no material adverse change in the share capital, short-term indebtedness, long-term indebtedness, consolidated net current assets or shareholders’ equity, consolidated net revenues or the total or per-share amounts of net income of the Company and its subsidiaries and variable interest entities, taken as a whole, and (E) there has been no obligation, direct or contingent (including any off-balance sheet obligations), incurred by the Company or any of its subsidiaries on any class of the capital stock or other equity variable interest of such entityentities that would have a Material Adverse Effect.

No Material Adverse Change in Business. Except as otherwise stated thereinin the Registration Statement, the General Disclosure Package and the Prospectus, since the respective dates as of which information is given in the Registration Statement Statement, the General Disclosure Package or the Prospectus, (A) there has been no material adverse change in or affecting the conditionproperties or assets described in the Registration Statement, General Disclosure Package and the Prospectus as owned or leased by the Transaction Entities (each, a “Property” and collectively, the “Properties”) considered as a whole or in the business, condition (financial or otherwise), results of operations, stockholders’ or in the partners’ equity, as applicable, earnings, business affairs or business prospects of the Company, the Operating Partnership Transaction Entities and their respective direct and indirect subsidiaries considered (each a “Subsidiary” and collectively the “Subsidiaries”) as one enterprise (including all of the properties owned by the Company, the Operating Partnership or their respective subsidiaries and described in the Prospectus (the “Properties”))enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), ; (B) there have been no transactions entered into by the Company Transaction Entities or any of its subsidiariesthe Subsidiaries, other than those in the ordinary course of business, which are material with respect to such entities the Transaction Entities and the Subsidiaries considered as one enterprise or incurred any enterprise, (C) there has been no liability or obligation, direct or contingentcontingent (including off-balance sheet obligations), that which is material to such entities the Transaction Entities and the Subsidiaries considered as one enterprise, incurred by the Transaction Entities or any of the Subsidiaries, except obligations incurred in the ordinary course of business, and (CD) except for regular quarterly dividends on the Common Stock, the 5.875% Series B Cumulative Redeemable Preferred Stock and the 5.625% Series C Cumulative Redeemable Preferred Stock in amounts per share that are consistent with past practice and corresponding distributions on the corresponding limited partnership interests of the Operating Partnership or distributions on the Operating Partnership’s 4.43937% Cumulative Redeemable Convertible Preferred Units (the “Series 1 CPOP Units”), the Operating Partnership’s 4.00% Cumulative Redeemable Convertible Preferred Units (the “Series 2 CPOP Units”) and the Operating Partnership’s 3.00% Cumulative Redeemable Convertible Preferred Units (the “Series 3 CPOP Units”), there has been no dividend or other distribution of any kind declared, paid or made by the Company or any of its subsidiaries Transaction Entities on any class of the capital stock stock, OP Units, or other equity interest form of such entityownership interests in the Transaction Entities.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective dates as of which information is given in the Registration Statement or Statement, the General Disclosure Package and the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change in the conditionMaterial Adverse Effect (as defined below) or any fact, financial change, occurrence, event or otherwise, circumstance that has or in the earnings, business affairs or business prospects of the Company, the Operating Partnership and their respective subsidiaries considered as one enterprise (including all of the properties owned by the Company, the Operating Partnership or their respective subsidiaries and described in the Prospectus (the “Properties”)), whether or not arising in the ordinary course of business (would reasonably be expected to have a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect to such entities considered as one enterprise or incurred any liability or obligation, direct or contingent, that is material to such entities the Company and its subsidiaries considered as one enterprise, and (C) except for regular quarterly dividends on (x) the Common 6.75% Fixed-to-Floating Rate Series A Non-Cumulative Perpetual Preferred Stock, the 5.875% Series B Cumulative Redeemable Preferred Stock and the 5.625% Series C Cumulative Redeemable Preferred Stock in amounts liquidation value $1,000.00 per share that are consistent with past practice and corresponding distributions on the corresponding limited partnership interests of the Operating Partnership or distributions on the Operating Partnership’s 4.43937% Cumulative Redeemable Convertible Preferred Units (the “Series 1 CPOP UnitsA Preferred Stock”), and (y) the Operating Partnership’s 4.006.375% Fixed-to-Floating Rate Series B Non-Cumulative Redeemable Convertible Perpetual Preferred Units Stock, liquidation value $1,000.00 per share (the “Series 2 CPOP Units”) and the Operating Partnership’s 3.00% Cumulative Redeemable Convertible B Preferred Units (the “Series 3 CPOP UnitsStock”), there has been no dividend or other distribution of any kind declared, paid or made by the Company or any of its subsidiaries on any class of its capital stock, (D) there has been no material loss or interference with the Company’s business from fire, explosion, pandemics or other public health emergencies (including the COVID-19 outbreak), flood, earthquakes, accident or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree that would reasonably be expected to have a Material Adverse Effect, and (E) there has not been any material decrease in the capital stock or any material increase in any short-term or long-term indebtedness of the Company or the subsidiaries (other than advances from the Federal Home Loan Bank of Pittsburgh to the Bank). For purposes of this Agreement, “Material Adverse Effect” means a material adverse effect (I) on the business, business prospects, management, financial position, shareholders’ equity interest or results of such entityoperations of the Company and its subsidiaries, considered as one enterprise, or (II) that would prevent or substantially impair the consummation of the transactions contemplated by this Agreement.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective dates as of which information is given in the Registration Statement or Statement, the General Disclosure Package and the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change in the conditionevent or events have occurred that, financial or otherwise, individually or in the earningsaggregate, business affairs has had or business prospects of the Company, the Operating Partnership and their respective subsidiaries considered as one enterprise (including all of the properties owned by the Company, the Operating Partnership or their respective subsidiaries and described in the Prospectus (the “Properties”)), whether or not arising in the ordinary course of business (would reasonably be expected to have a “Material Adverse Effect”Effect (as defined below), (B) there have been no liabilities or obligations incurred, direct or contingent, nor transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of businessbusiness and the transactions contemplated by the Purchase and Assumption Agreement, dated as of June 23, 2017, by and between TBK Bank, SSB, a Texas state-chartered savings bank (the “Bank”), and Independent Bank, a Texas state-chartered bank, and the Agreement and Plan of Merger, dated as of July 26, 2017, by and among the Company, Valley Bancorp, Inc., a Colorado corporation, and Xxxxx X. O’Dell as Shareholder Representative (as defined therein), which are material with respect to such entities considered as one enterprise or incurred any liability or obligation, direct or contingent, that is material to such entities the Company and its subsidiaries considered as one enterprise, and (C) there has not been any material change in the capital stock of the Company or any of its Significant Subsidiaries (as defined below) (other than transfers or issuances of capital stock in the ordinary course of business pursuant to the Company’s employee benefit plans or repurchases of common stock by the Company pursuant to a share repurchase program disclosed in the Prospectus) or any material increase in the indebtedness of the Company or its Significant Subsidiaries, and (D) except for (i) publicly-disclosed regular dividends on the shares of the Company’s Series A Preferred Stock and Series B Preferred Stock (the “Company preferred stock”), and (ii) regular quarterly dividends on the Common Stock, the 5.875% Series B Cumulative Redeemable Preferred Stock and the 5.625% Series C Cumulative Redeemable Preferred Stock in amounts per share that are consistent with past practice and corresponding distributions on the corresponding limited partnership interests trust preferred securities issued by subsidiaries of the Operating Partnership or distributions on the Operating Partnership’s 4.43937% Cumulative Redeemable Convertible Preferred Units Company (the “Series 1 CPOP Units”), the Operating Partnership’s 4.00% Cumulative Redeemable Convertible Preferred Units (the “Series 2 CPOP Units”) and the Operating Partnership’s 3.00% Cumulative Redeemable Convertible Preferred Units (the “Series 3 CPOP Unitstrust preferred securities”), there has been no dividend or other distribution of any kind declared, paid or made by the Company or any of its subsidiaries on any class of its capital stock. For purposes of this Agreement, “Material Adverse Effect” means any change, fact, event, circumstance or development that could reasonably be expected to have a material adverse effect on the capital stock condition, financial or other equity interest otherwise, or in the earnings, properties or business, of such entitythe Company and its subsidiaries, considered as one enterprise.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective dates date as of which information is given in the Registration Statement or the ProspectusProspectus (exclusive of any supplements thereto subsequent to its date), (A) except as otherwise stated therein, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, earnings and business affairs or business prospects of the CompanyCompany together with its consolidated subsidiaries, all of which are listed on Schedule 4 hereto (each, a “Subsidiary,” and collectively, the Operating Partnership and their respective subsidiaries “Subsidiaries”), considered as one enterprise (including all of the properties owned by the Company, the Operating Partnership or their respective subsidiaries and described in the Prospectus (the “Properties”))enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiariesthe Subsidiaries, other than those in the ordinary course of business, which are material with respect to such entities considered as one enterprise or incurred any liability or obligation, direct or contingent, that is material to such entities the Company and the Subsidiaries considered as one enterprise, there has been no obligation, contingent or otherwise, directly or indirectly incurred by the Company or any of the Subsidiaries considered as one enterprise that could reasonably be likely to have a Material Adverse Effect and (C) except for regular monthly dividends on the Common Stock and regular quarterly dividends on the Common its 7.00% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, the 5.8756.875% Series B D Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, 6.50% Series E Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock and the 5.6256.125% Series C F Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock in amounts per share that are consistent with past practice and corresponding distributions on the corresponding limited partnership interests of the Operating Partnership or distributions on the Operating Partnership’s 4.43937% Cumulative Redeemable Convertible Preferred Units (the “Series 1 CPOP Units”), the Operating Partnership’s 4.00% Cumulative Redeemable Convertible Preferred Units (the “Series 2 CPOP Units”) and the Operating Partnership’s 3.00% Cumulative Redeemable Convertible Preferred Units (the “Series 3 CPOP Units”)Stock, there has been no dividend or other distribution of any kind declared, paid or made by the Company or any of its subsidiaries on any class of the its capital stock or other equity interest of such entitystock.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective dates as of which information is given in the Registration Statement or and the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change or, to the knowledge of the Company and the Operating Partnership, any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, assets or business affairs or business prospects of the Company, the Operating Partnership and their respective subsidiaries considered as one enterprise (including all of the properties owned by the Company, the Operating Partnership or their respective subsidiaries and described in the Prospectus (the “Properties”))enterprise, whether or not arising in the ordinary course of business (a “"Material Adverse Effect”"), (B) there have been no transactions entered into by the Company Company, the Operating Partnership or any of its subsidiariesthe Subsidiaries (as defined below), other than those in the ordinary course of business, which are material with respect to such entities considered as one enterprise or incurred any liability or obligationthe Company, direct or contingent, that is material to such entities the Operating Partnership and the Subsidiaries considered as one enterprise, and or would result, upon consummation, in any inaccuracy in the representations contained in Section 1(a)(v) above, (C) there has been no casualty, loss or condemnation or other adverse event with respect to any Community (as defined in the Prospectus), or any site owned by the Company and intended for development as so defined in the Prospectus (the "Development Sites"), that is material with respect to the Company, the Operating Partnership and the Subsidiaries considered as one enterprise, (D) except for regular quarterly dividends on the its Common Stock, the 5.875% Series B Cumulative Redeemable Preferred Stock and the 5.625% Series C Cumulative Redeemable Preferred Stock in amounts per share that are consistent with past practice and corresponding distributions on the corresponding limited partnership interests of the Operating Partnership or distributions on the Operating Partnership’s 4.43937% Cumulative Redeemable Convertible Preferred Units (the “Series 1 CPOP Units”), the Operating Partnership’s 4.00% Cumulative Redeemable Convertible Preferred Units (the “Series 2 CPOP Units”) and the Operating Partnership’s 3.00% Cumulative Redeemable Convertible Preferred Units (the “Series 3 CPOP Units”)practice, there has been no dividend or other distribution of any kind declared, paid or made by the Company or any of its subsidiaries on any class of its capital stock and (E) there has been no material change in the capital stock or other equity interest the partnership interests, as applicable, of such entitythe Company, the Operating Partnership or any of the Subsidiaries or any material change in the short-term debt or long-term debt of the Company, the Operating Partnership or any Subsidiary.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective dates as of which information is given in the Registration Statement or Statement, the General Disclosure Package and the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change change, or any development that could reasonably be expected to have a material adverse change, in the condition, financial or otherwise, or in the earnings, business affairs properties, or business prospects of the CompanyCompany and its subsidiaries, the Operating Partnership and their respective subsidiaries considered as one enterprise (including all of the properties owned by the Company, the Operating Partnership or their respective subsidiaries and described in the Prospectus (the “Properties”))enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no liabilities or obligations incurred, direct or contingent, nor transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect to such entities considered as one enterprise or incurred any liability or obligation, direct or contingent, that is material to such entities the Company and its subsidiaries considered as one enterprise, (C) there has not been any material change in the capital stock of the Company or any of its Significant Subsidiaries (as defined below) (other than (x) transfers or issuances of capital stock in the ordinary course of business pursuant to the Company’s employee benefit plans, (y) changes in the number of outstanding shares of common stock of the Company due to the issuance of shares upon the exercise or conversion of securities exercisable for, or convertible into, common stock outstanding on the date hereof, or (z) repurchases of common stock by the Company pursuant to a share repurchase program disclosed in the Prospectus) or any material increase in the long term indebtedness of the Company or its Significant Subsidiaries, and (CD) except for regular quarterly dividends on the Common StockCompany’s common stock, the 5.875% Series B Cumulative Redeemable Preferred Stock and the 5.625% Series C Cumulative Redeemable Preferred Stock in amounts per share that are consistent with past practice and corresponding distributions regular quarterly dividends on the corresponding limited partnership interests Company’s preferred stock and regular quarterly dividends on the trust preferred securities issued by subsidiaries of the Operating Partnership or distributions on the Operating Partnership’s 4.43937% Cumulative Redeemable Convertible Preferred Units Company (the “Series 1 CPOP Units”), the Operating Partnership’s 4.00% Cumulative Redeemable Convertible Preferred Units (the “Series 2 CPOP Units”) and the Operating Partnership’s 3.00% Cumulative Redeemable Convertible Preferred Units (the “Series 3 CPOP Unitstrust preferred securities”), there has been no dividend or other distribution of any kind declared, paid or made by the Company or any of its subsidiaries on any class of the its capital stock or other equity interest (each of such entityclauses (A), (B), (C) and (D), a “Material Adverse Change”).

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective dates as of which information is given in the Registration Statement Statement, the General Disclosure Package or the ProspectusProspectus (in each case as supplemented or amended), except as otherwise stated therein, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, the Operating Partnership Company and their respective its subsidiaries considered as one enterprise (including all of the properties owned by the Companyenterprise, including, but not limited to, the Operating Partnership or their respective subsidiaries and described impact of any material adverse change in the Prospectus (the “Properties”))any joint venture, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) without limiting the foregoing, neither the Company nor any of its subsidiaries or joint ventures has sustained any material loss or interference with its assets, businesses or properties (whether owned or leased) from fire, explosion, earthquake, flood or other calamity, whether or not covered by insurance, that would reasonably be expected to result in a Material Adverse Effect, (C) there have been no transactions entered into by the Company or any of its subsidiariesSubsidiaries, as well as its Joint Ventures, other than those in the ordinary course of business, which are material with respect to such entities considered as one enterprise or incurred any liability or obligation, direct or contingent, that is material to such entities the Company and its subsidiaries considered as one enterprise, and (CD) there has been no obligation or liability, contingent or otherwise, directly or indirectly incurred by the Company or any subsidiary or joint venture that would reasonably be expected to have a Material Adverse Effect, (E) except for regular quarterly dividends on the Common Stock, Stock and requisite dividends on the 5.875Company’s 7 1⁄2% Series B Cumulative Redeemable Preferred Stock and the 5.625% Series C Cumulative Redeemable Preferred Stock Stock, par value $1.00 per share, in amounts per share that are consistent with past practice described in the Registration Statement, General Disclosure Package and corresponding distributions on the corresponding limited partnership interests of the Operating Partnership or distributions on the Operating Partnership’s 4.43937% Cumulative Redeemable Convertible Preferred Units (the “Series 1 CPOP Units”), the Operating Partnership’s 4.00% Cumulative Redeemable Convertible Preferred Units (the “Series 2 CPOP Units”) and the Operating Partnership’s 3.00% Cumulative Redeemable Convertible Preferred Units (the “Series 3 CPOP Units”)Prospectus, there has been no dividend or other distribution of any kind declared, paid or made by the Company or any of its subsidiaries on any class of the its capital stock or other equity interest of such entitystock.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective dates as of which information is given in the Registration Statement General Disclosure Package or the ProspectusProspectus (in each case exclusive of any amendments or supplements thereto subsequent to their respective dates), except as otherwise stated therein, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, earnings and business affairs or business prospects of the CompanyCompany together with its consolidated subsidiaries, all of which are listed on Schedule III attached hereto (each, a “Subsidiary,” and collectively, the Operating Partnership and their respective subsidiaries “Subsidiaries”), considered as one enterprise (including all of the properties owned by the Company, the Operating Partnership or their respective subsidiaries and described in the Prospectus (the “Properties”))enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiariesSubsidiaries, other than those in the ordinary course of business, which are material with respect to such entities considered as one enterprise or incurred any liability or obligation, direct or contingent, that is material to such entities the Company and its Subsidiaries considered as one enterprise, (C) there has been no obligation, contingent or otherwise, directly or indirectly incurred by the Company or any of its Subsidiaries considered as one enterprise that could reasonably be likely to have a Material Adverse Effect and (CD) except for regular quarterly monthly dividends on the Common Stock, the 5.875and regular quarterly dividends on its 7.750% Series B Cumulative Redeemable Preferred Stock and the 5.625Stock, 7.00% Series C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock in amounts per share that are consistent with past practice and corresponding distributions on the corresponding limited partnership interests of the Operating Partnership or distributions on the Operating Partnership’s 4.439376.875% Series D Fixed-to-Floating Rate Cumulative Redeemable Convertible Preferred Units (the “Series 1 CPOP Units”), the Operating Partnership’s 4.00% Cumulative Redeemable Convertible Preferred Units (the “Series 2 CPOP Units”) and the Operating Partnership’s 3.00% Cumulative Redeemable Convertible Preferred Units (the “Series 3 CPOP Units”)Stock, there has been no dividend or other distribution of any kind declared, paid or made by the Company or any of its subsidiaries on any class of the its capital stock or other equity interest of such entitystock.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective dates as of which information is given in the Registration Statement or Statement, the General Disclosure Package and the Prospectus, except as otherwise stated therein, (Aa) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, and its Subsidiaries (“Subsidiaries,” as used in this Agreement, includes consolidated corporations, partnerships and other entities, including, the Operating Partnership, Colonial Properties Services Limited Partnership (the “Management Partnership”) and their respective subsidiaries Colonial Properties Services, Inc. (the “Management Corporation”), and includes direct and indirect Subsidiaries, if any) considered as one enterprise (including all enterprise, or any of the properties real property or improvements thereon owned by either the Company, the Operating Partnership Company or their respective subsidiaries any of its Subsidiaries (each individually a “Property” and described in the Prospectus (collectively the “Properties”)), whether or not arising in the ordinary course of business (a “Material Adverse Effect”)business, (Bb) no casualty loss, condemnation or other adverse event with respect to the Properties, which when considered together with all other such losses, condemnations or events, are material to the Company and its Subsidiaries considered as one enterprise, has occurred, (c) there have been no transactions entered into by the Company or any of its subsidiariesSubsidiaries, other than those in the ordinary course of business, which are material with respect to such entities considered as one enterprise or incurred any liability or obligation, direct or contingent, that is material to such entities the Company and its Subsidiaries considered as one enterprise, and (Cd) except for regular quarterly dividends on the Company’s Common StockShares or dividends or distributions declared, paid or made in accordance with the 5.875% Series B Cumulative Redeemable Preferred Stock and the 5.625% Series C Cumulative Redeemable Preferred Stock in amounts per share that are consistent with past practice and corresponding distributions on the corresponding limited partnership interests terms of any series of the Operating Partnership or distributions on the Operating PartnershipCompany’s 4.43937% Cumulative Redeemable Convertible Preferred Units (the “Series 1 CPOP Units”), the Operating Partnership’s 4.00% Cumulative Redeemable Convertible Preferred Units (the “Series 2 CPOP Units”) and the Operating Partnership’s 3.00% Cumulative Redeemable Convertible Preferred Units (the “Series 3 CPOP Units”)preferred shares, there has been no dividend or other distribution of any kind declared, paid or made by the Company or any of its subsidiaries on any class of the its capital stock or other equity interest of such entitystock.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective dates as of which information is given in the Registration Statement or and the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, the Operating Partnership and their respective subsidiaries the Subsidiaries considered as one enterprise (including all of the properties owned by the Company, the Operating Partnership or their respective subsidiaries and described in the Prospectus (the “Properties”))enterprise, whether or not arising in the ordinary course of business (a “"Material Adverse Effect”"), (B) no casualty loss or condemnation or other adverse event with respect to any of the interests held directly or indirectly in any of the real properties or real property interests, including without limitation, any interest or participation, direct or indirect, in any mortgage obligation owned, directly or indirectly, by the Company, the Operating Partnership or any Subsidiary (the "Properties") has occurred which would be material with respect to the Company, the Operating Partnership and the Subsidiaries considered as one enterprise, (C) there have been no transactions entered into by the Company Company, the Operating Partnership or any of its subsidiariesSubsidiary, other than those in the ordinary course of business, which are material with respect to such entities considered as one enterprise or incurred any liability or obligationthe Company, direct or contingent, that is material to such entities the Operating Partnership and the Subsidiaries considered as one enterprise, and (CD) except for the Crescent purchase as described in the Prospectus, regular quarterly dividends on the Common Stock, the 5.875% Series B Cumulative Redeemable Preferred Stock and the 5.625% Series C Cumulative Redeemable Preferred Stock Shares in amounts per share that are consistent with past practice and corresponding regular quarterly distributions on the corresponding limited partnership interests Company's Series A, Series B and Series C Convertible Preferred Stock (collectively, the "Preferred Stock"), and regular quarterly distributions on the common and preferred units of the Operating Partnership or distributions on the Operating Partnership’s 4.43937% Cumulative Redeemable Convertible Preferred Units (the “Series 1 CPOP "Units”), the Operating Partnership’s 4.00% Cumulative Redeemable Convertible Preferred Units (the “Series 2 CPOP Units”) and the Operating Partnership’s 3.00% Cumulative Redeemable Convertible Preferred Units (the “Series 3 CPOP Units”"), there has been no dividend or other distribution of any kind declared, paid or made by the Company or any of its subsidiaries on any class of the its capital stock or other equity interest any distribution by the Operating Partnership with respect to its Units, and (E) there has been no increase in long-term debt or decrease in the capital of such entitythe Company, the Operating Partnership or any Subsidiary.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective dates as of which information is given in the Registration Statement or Statement, the General Disclosure Package and the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change (i) in or affecting any of the properties described in the General Disclosure Package and the Prospectus as owned or leased by the Company or its subsidiaries (the “Existing Company Properties”) or, to the knowledge of the Transaction Entities, any of the properties to be owned or leased by the Company or its subsidiaries upon consummation of the Acquisition (together with the Existing Company Properties, the “Properties”), or (ii) in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, the Operating Partnership Company and their respective its subsidiaries considered as one enterprise (including all of the properties owned by the Company, the Operating Partnership or their respective subsidiaries and described in the Prospectus (the “Properties”))enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect to such entities considered as one enterprise or incurred any liability or obligation, direct or contingent, that is material to such entities the Company and its subsidiaries considered as one enterprise, and (C) except for regular quarterly dividends on the Common Stock, the 5.875% Series B Cumulative Redeemable Preferred Stock and the 5.625% Series C Cumulative Redeemable Preferred Stock distributions in amounts per share or per unit that are consistent with past practice and corresponding distributions on the corresponding limited partnership interests of the Operating Partnership or distributions on the Operating Partnership’s 4.43937% Cumulative Redeemable Convertible Preferred Units (the “Series 1 CPOP Units”), the Operating Partnership’s 4.00% Cumulative Redeemable Convertible Preferred Units (the “Series 2 CPOP Units”) and the Operating Partnership’s 3.00% Cumulative Redeemable Convertible Preferred Units (the “Series 3 CPOP Units”)practice, there has been no dividend or other distribution of any kind declared, paid or made by either of the Company or any of its subsidiaries Transaction Entities on any class of its capital stock, the capital stock common units of limited partner interest in the Operating Partnership (the “Common Units”), the Series A preferred units of limited partner interest in the Operating Partnership (the “Series A Preferred Units”), the Series B preferred units of limited partner interest in the Operating Partnership (the “Series B Preferred Units” and, together with the Series A Preferred Units, the “Preferred Units”), or any other equity interest form of such entityownership interests. The Preferred Units and the Common Units are hereinafter collectively referred to as the “Units.”

No Material Adverse Change in Business. Except as otherwise stated therein, since the respective dates as of which information is given in the Registration Statement Statement, the General Disclosure Package or the Prospectus, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, the Operating Partnership and their respective subsidiaries considered as one enterprise (including all of the properties owned by the Company, Company or the Operating Partnership or their respective subsidiaries and described in the Prospectus (the “Properties”)), whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect to such entities considered as one enterprise or incurred any liability or obligation, direct or contingent, that is material to such entities considered as one enterprise, and (C) except for regular quarterly dividends on shares of common stock, $0.01 par value per share, of the Company (“Common Stock”), the 5.875% Series B A Cumulative Redeemable Preferred Stock and the 5.6255.875% Series C B Cumulative Redeemable Preferred Stock in amounts per share that are consistent with past practice and corresponding distributions on the corresponding limited partnership interests of the Operating Partnership or distributions on the Operating Partnership’s 4.43937% Cumulative Redeemable Convertible Preferred Units (the “Series 1 CPOP Units”), the Operating Partnership’s 4.00% Cumulative Redeemable Convertible Preferred Units (the “Series 2 CPOP Units”) and the Operating Partnership’s 3.00% Cumulative Redeemable Convertible Preferred Units (the “Series 3 CPOP Units”), there has been no dividend or other distribution of any kind declared, paid or made by the Company or any of its subsidiaries on any class of the capital stock or other equity interest of such entity.

No Material Adverse Change in Business. Except as otherwise stated therein, since the respective dates as of which information is given in the Registration Statement Statement, the General Disclosure Package or the Prospectus, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the CompanyIssuer, the Operating Partnership Parent Guarantor and their respective subsidiaries considered as one enterprise (including all of the properties owned by the Company, Issuer or the Operating Partnership or their respective subsidiaries Parent Guarantor and described in the Prospectus (the “Properties”)), whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company Issuer, the Parent Guarantor or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect to such entities considered as one enterprise or incurred any liability or obligation, direct or contingent, that is material to such entities considered as one enterprise, and (C) except for regular quarterly dividends on the Common Stock, the 5.875% Series B Cumulative Redeemable Preferred Stock and the 5.625% Series C Cumulative Redeemable Preferred Stock in amounts per share that are consistent with past practice and corresponding distributions on the corresponding limited partnership interests of the Operating Partnership Issuer or distributions on the Operating PartnershipIssuer’s 4.43937% Cumulative Redeemable Convertible Preferred Units (the “Series 1 CPOP Units”), the Operating PartnershipIssuer’s 4.00% Cumulative Redeemable Convertible Preferred Units (the “Series 2 CPOP Units”) and the Operating PartnershipIssuer’s 3.00% Cumulative Redeemable Convertible Preferred Units (the “Series 3 CPOP Units”), there has been no dividend or other distribution of any kind declared, paid or made by the Company Issuer, the Parent Guarantor or any of its subsidiaries on any class of the capital stock or other equity interest of such entity.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective latest dates as of which information is given included or incorporated by reference in the Registration Statement or and the Prospectus, respectively, except as otherwise stated therein, (A) there has been no material adverse change in the condition, financial or otherwise, or in the properties, earnings, business affairs or business prospects prospects, of the Company, the Operating Partnership and their respective subsidiaries the Subsidiaries considered as one enterprise (including all of the properties owned by the Company, the Operating Partnership or their respective subsidiaries and described in the Prospectus (the “Properties”))enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company Company, the Operating Partnership or any of its subsidiariesSubsidiary, other than those in the ordinary course of business, which are material with respect to such entities considered as one enterprise or incurred any liability or obligationthe Company, direct or contingent, that is material to such entities the Operating Partnership and the Subsidiaries considered as one enterprise, (C) no material casualty loss or material condemnation or Material Adverse Effect with respect to any Property has occurred, (D) neither the Company, the Operating Partnership nor any of the Subsidiaries has incurred any obligation or liability, direct, contingent or otherwise which is material to the Company, the Operating Partnership and the Subsidiaries considered as one enterprise and (CE) except for regular quarterly dividends on the Company’s Common Stock, the 5.875% Series B Cumulative Redeemable Preferred Stock and regular quarterly distributions on the 5.625% Series C Cumulative Redeemable Preferred Stock common units of limited partnership in the Operating Partnership (the “Units”), in each case in amounts per share and per unit that are consistent with past practice and corresponding distributions on the corresponding limited partnership interests of the Operating Partnership or distributions on the Operating Partnership’s 4.43937% Cumulative Redeemable Convertible Preferred Units (the “Series 1 CPOP Units”), the Operating Partnership’s 4.00% Cumulative Redeemable Convertible Preferred Units (the “Series 2 CPOP Units”) and the Operating Partnership’s 3.00% Cumulative Redeemable Convertible Preferred Units (the “Series 3 CPOP Units”)practice, there has been no dividend or other distribution of any kind declared, paid or made by the Company or any of its subsidiaries on any class of the its capital stock or other equity interest any distribution by the Operating Partnership with respect to any of such entityits limited partnership interests.

No Material Adverse Change in Business. Except Since December 31, 2014 and except as otherwise stated therein, since the respective dates as of which information is given disclosed in the Registration Statement or the Prospectus, SEC Reports: (Aa) there has been no not occurred any material adverse change in or any development that is reasonably likely to have a material adverse effect on the conditioncondition (financial, financial tax or otherwise), results of operations, business, properties or in the earnings, business affairs or business prospects assets (tangible and intangible) of the Company, the Operating Partnership Issuer and their respective subsidiaries its Subsidiaries considered as one enterprise (including all other than changes or developments relating to (i) changes in general economic conditions in the United States, other than changes which adversely affect Issuer and its Subsidiaries to a materially greater extent than their competitors, (ii) the execution or the announcement of this Agreement, or the consummation of the properties owned by transactions contemplated hereby, or (iii) changes in GAAP or the Company, accounting rules or regulations of the Operating Partnership or their respective subsidiaries and described in the Prospectus (the “Properties”)), whether or not arising in the ordinary course of business Commission) (a “Material Adverse Effect”), ; (B) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect to such entities considered as one enterprise or incurred any liability or obligation, direct or contingent, that is material to such entities considered as one enterprise, and (Cb) except for regular quarterly dividends distributions on the Common StockStock (whether payable in cash, shares of Common Stock or a combination thereof), and regular distributions declared, paid or made in accordance with the 5.875% Series B Cumulative Redeemable terms of any series of Preferred Stock and the 5.625% Series C Cumulative Redeemable Preferred Stock in amounts per share that are consistent with past practice and corresponding distributions on the corresponding limited partnership interests of the Operating Partnership or distributions on the Operating Partnership’s 4.43937% Cumulative Redeemable Convertible Preferred Units (the “Series 1 CPOP Units”), the Operating Partnership’s 4.00% Cumulative Redeemable Convertible Preferred Units (the “Series 2 CPOP Units”) and the Operating Partnership’s 3.00% Cumulative Redeemable Convertible Preferred Units (the “Series 3 CPOP Units”as defined herein), there has been no dividend or other distribution of any kind declared, paid or made by the Company or any of its subsidiaries Issuer on any class of its capital shares; (c) there has not been an announcement by Issuer of an allegation made by a Governmental Body of fraud or malfeasance on the capital stock part of an Executive Officer of Issuer, without regard to its impact on the results of operations, business, properties or other equity interest assets of Issuer and its Subsidiaries; and (d) there has not been an announcement by Issuer of a breach of a covenant in any indebtedness of Issuer, or an announcement of the receipt by Issuer of a notice of default issued by any lender of such entityindebtedness set forth (2.3(a) through (d) together, a “Material Adverse Change”).

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective dates as of which information is given in the Registration Statement General Disclosure Package or the ProspectusProspectus (in each case exclusive of any amendments or supplements thereto subsequent to their respective dates), except as otherwise stated therein, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, earnings and business affairs or business prospects of the CompanyCompany together with its consolidated subsidiaries, all of which are listed on Schedule III hereto (each, a “Subsidiary,” and collectively, the Operating Partnership and their respective subsidiaries “Subsidiaries”), considered as one enterprise (including all of the properties owned by the Company, the Operating Partnership or their respective subsidiaries and described in the Prospectus (the “Properties”))enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiariesSubsidiaries, other than those in the ordinary course of business, which are material with respect to such entities considered as one enterprise or incurred any liability or obligation, direct or contingent, that is material to such entities the Company and its Subsidiaries considered as one enterprise, (C) there has been no obligation, contingent or otherwise, directly or indirectly incurred by the Company or any of its Subsidiaries considered as one enterprise that could reasonably be likely to have a Material Adverse Effect and (CD) except for regular quarterly monthly dividends on the Common Stock, the 5.875and regular quarterly dividends on its 7.00% Series B C Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, 6.875% Series D Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock, 6.50% Series E Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock and the 5.6256.125% Series C F Fixed-to-Floating Rate Cumulative Redeemable Preferred Stock in amounts per share that are consistent with past practice and corresponding distributions on the corresponding limited partnership interests of the Operating Partnership or distributions on the Operating Partnership’s 4.43937% Cumulative Redeemable Convertible Preferred Units (the “Series 1 CPOP Units”), the Operating Partnership’s 4.00% Cumulative Redeemable Convertible Preferred Units (the “Series 2 CPOP Units”) and the Operating Partnership’s 3.00% Cumulative Redeemable Convertible Preferred Units (the “Series 3 CPOP Units”)Stock, there has been no dividend or other distribution of any kind declared, paid or made by the Company or any of its subsidiaries on any class of the its capital stock or other equity interest of such entitystock.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective dates as of which information is given in the Registration Statement General Disclosure Package or the ProspectusProspectus (in each case exclusive of any amendments or supplements thereto subsequent to their respective dates), except as otherwise stated therein, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, earnings and business affairs or business prospects of the CompanyCompany together with its consolidated subsidiaries, all of which are listed on Schedule III attached hereto (each, a “Subsidiary,” and collectively, the Operating Partnership and their respective subsidiaries “Subsidiaries”), considered as one enterprise (including all of the properties owned by the Company, the Operating Partnership or their respective subsidiaries and described in the Prospectus (the “Properties”))enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiariesSubsidiaries, other than those in the ordinary course of business, which are material with respect to such entities considered as one enterprise or incurred any liability or obligation, direct or contingent, that is material to such entities the Company and its Subsidiaries considered as one enterprise, (C) there has been no obligation, contingent or otherwise, directly or indirectly incurred by the Company or any of its Subsidiaries considered as one enterprise that could reasonably be likely to have a Material Adverse Effect and (CD) except for regular quarterly monthly dividends on the Common Stock, the 5.875and regular quarterly dividends on its 8.000% Series A Cumulative Preferred Stock and its 7.750% Series B Cumulative Redeemable Preferred Stock and the 5.625% Series C Cumulative Redeemable Preferred Stock in amounts per share that are consistent with past practice and corresponding distributions on the corresponding limited partnership interests of the Operating Partnership or distributions on the Operating Partnership’s 4.43937% Cumulative Redeemable Convertible Preferred Units (the “Series 1 CPOP Units”), the Operating Partnership’s 4.00% Cumulative Redeemable Convertible Preferred Units (the “Series 2 CPOP Units”) and the Operating Partnership’s 3.00% Cumulative Redeemable Convertible Preferred Units (the “Series 3 CPOP Units”)Stock, there has been no dividend or other distribution of any kind declared, paid or made by the Company or any of its subsidiaries on any class of the its capital stock or other equity interest of such entitystock.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective dates as of which information is given in the Registration Statement Statement, the General Disclosure Package and the Prospectus (in each case, exclusive of any amendments or supplements thereto subsequent to the Prospectusdate of this Agreement), (A) there has been no material adverse change change, or any development that could reasonably be expected to result in a material adverse change, in the condition, condition (financial or otherwiseother), results of operations, business, properties, management or in the earnings, business affairs or business prospects of the Company, the Operating Partnership and their respective subsidiaries considered Entities taken as one enterprise (including all of the properties owned by the Company, the Operating Partnership or their respective subsidiaries and described in the Prospectus (the “Properties”))a whole, whether or not arising in the ordinary course of business (in any such case, a “Material Adverse Effect”), ; (B) there have been except as otherwise disclosed in the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), no transactions Partnership Entity has incurred any liability or obligation or entered into by the Company any transaction or any of its subsidiariesagreement that, other than those individually or in the ordinary course of businessaggregate, which are is material with respect to such entities considered the Partnership Entities, taken as one enterprise a whole, and no Partnership Entity has sustained any loss or incurred interference with its business or operations from fire, explosion, flood, earthquake or other natural disaster or calamity, whether or not covered by insurance, or from any liability labor dispute or obligationdisturbance or court or governmental action, direct order or contingentdecree, that is material to such entities considered except as one enterprisewould not, individually or in the aggregate, result in a Material Adverse Effect; and (C) except for regular quarterly dividends on as otherwise disclosed in the Common Stock, the 5.875% Series B Cumulative Redeemable Preferred Stock General Disclosure Package and the 5.625% Series C Cumulative Redeemable Preferred Stock in amounts per share that are consistent with past practice and corresponding distributions on the corresponding limited partnership interests of the Operating Partnership or distributions on the Operating Partnership’s 4.43937% Cumulative Redeemable Convertible Preferred Units (the “Series 1 CPOP Units”), the Operating Partnership’s 4.00% Cumulative Redeemable Convertible Preferred Units (the “Series 2 CPOP Units”) and the Operating Partnership’s 3.00% Cumulative Redeemable Convertible Preferred Units (the “Series 3 CPOP Units”)Prospectus, there has been no dividend or other distribution of any kind declared, paid or made by the Company Partnership on its Common Units, its 10.75% Class A Convertible Preferred Units (the “Class A Preferred Units”) or any of its subsidiaries on any class of 9.00% Class B Fixed-to-Floating Rate Cumulative Redeemable Perpetual Preferred Units (the capital stock or other equity interest of such entity“Class B Preferred Units”).

No Material Adverse Change in Business. Except as otherwise stated thereinin the Registration Statement, the General Disclosure Package and the Prospectus, since the respective dates as of which information is given in the Registration Statement Statement, the General Disclosure Package or the Prospectus, (A) there has been no material adverse change in or affecting the conditionproperties described in the Registration Statement, General Disclosure Package and the Prospectus as owned or leased by the Transaction Entities (each, a “Property” and collectively, the “Properties”) or in the business, condition (financial or otherwise), results of operations, stockholders’ or in the partners’ equity, as applicable, earnings, business affairs or business prospects of the Company, the Operating Partnership Transaction Entities and their respective direct and indirect subsidiaries considered (each a “Subsidiary” and collectively the “Subsidiaries”) as one enterprise (including all of the properties owned by the Company, the Operating Partnership or their respective subsidiaries and described in the Prospectus (the “Properties”))enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), ; (B) there have been no transactions entered into by the Company Transaction Entities or any of its subsidiariesthe Subsidiaries, other than those in the ordinary course of business, which are material with respect to such entities the Transaction Entities and the Subsidiaries considered as one enterprise or incurred any enterprise, (C) there has been no liability or obligation, direct or contingentcontingent (including off-balance sheet obligations), that which is material to such entities the Transaction Entities and the Subsidiaries considered as one enterprise, incurred by the Transaction Entities or any of the Subsidiaries, except obligations incurred in the ordinary course of business, and (CD) except for regular quarterly dividends on the Common Stock, the 5.875% Series B Cumulative Redeemable Preferred Stock and the 5.625% Series C Cumulative Redeemable Preferred Stock in amounts per share that are consistent with past practice and corresponding distributions on the corresponding limited partnership interests of the Operating Partnership or distributions on the Operating Partnership’s 4.43937% Cumulative Redeemable Convertible Preferred Units (the “Series 1 CPOP Units”), the Operating Partnership’s 4.00% Cumulative Redeemable Convertible Preferred Units (the “Series 2 CPOP Units”) and the Operating Partnership’s 3.00% Cumulative Redeemable Convertible Preferred Units (the “Series 3 CPOP Units”), there has been no dividend or other distribution of any kind declared, paid or made by the Company or any of its subsidiaries Transaction Entities on any class of capital stock, units of limited partnership interest in the capital stock Operating Partnership (“OP Units”), or other equity interest form of such entityownership interests in the Transaction Entities.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective dates as of -------------------------------------- which information is given in the Registration Statement or and the Prospectus, except as otherwise stated therein, (Aa) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, the Operating Partnership Company and their respective its subsidiaries considered as one enterprise (including all or the Operating Partnership and its subsidiaries considered as one enterprise, or any of the properties real property or improvements thereon owned by the Company, the Operating Partnership or any of their respective subsidiaries (each individually, a "Property" and described in collectively, the Prospectus (the “-------- "Properties”)"), whether or not arising in the ordinary course of business (a “Material Adverse Effect”)business, (Bb) ----------- no material casualty loss or material condemnation or other material adverse event with respect to any of the Properties has occurred, (c) there have been no transactions entered into or acquisitions by the Company Company, the Operating Partnership or any of its their respective subsidiaries, other than those in the ordinary course of businessbusiness or disclosed in the Prospectus, which are material with respect to such entities the Company and its subsidiaries considered as one enterprise or incurred any liability or obligation, direct or contingent, that is material to such entities the Operating Partnership and its subsidiaries considered as one enterprise, and (Cd) except for regular quarterly dividends on the Common Stock, the 5.875% Series B Cumulative Redeemable Preferred Stock and the 5.625% Series C Cumulative Redeemable Preferred Stock in amounts per share that are consistent with past practice and corresponding distributions on the corresponding limited partnership interests of the Operating Partnership or distributions on the Operating Partnership’s 4.43937% Cumulative Redeemable Convertible Preferred Units (the “Series 1 CPOP Units”), the Operating Partnership’s 4.00% Cumulative Redeemable Convertible Preferred Units (the “Series 2 CPOP Units”) Company's common stock and the Operating Partnership’s 3.00% Cumulative Redeemable Convertible Preferred Units (the “Series 3 CPOP Units”)'s common and preferred units of limited partner interest, there has been no dividend or other distribution of any kind declared, paid or made by the Company or any of its subsidiaries on any class of the its capital stock or by the Operating Partnership or any of its subsidiaries with respect to its partnership interests or any class of its capital stock. As used in this Agreement, the term subsidiary as it relates to the Operating Partnership includes any corporation, limited liability company, limited or general partnership, joint venture or other equity interest of such entityentity through which the Operating Partnership owns a controlling interest, either directly or indirectly, in a Property.

No Material Adverse Change in Business. Except as otherwise stated thereinin the Registration Statement, the General Disclosure Package and the Prospectus, since the respective dates as of which information is given in the Registration Statement Statement, the General Disclosure Package or the Prospectus, (A) there has been no material adverse change in or affecting the conditionproperties described in the Registration Statement, General Disclosure Package and the Prospectus as owned or leased by the Transaction Entities (each, a “Property” and collectively, the “Properties”) or in the business, condition (financial or otherwise), or in the results of operations, partners’ equity, earnings, business affairs or business prospects of the Company, the Operating Partnership Transaction Entities and their respective direct and indirect subsidiaries considered (each a “Subsidiary” and collectively the “Subsidiaries”) as one enterprise (including all of the properties owned by the Company, the Operating Partnership or their respective subsidiaries and described in the Prospectus (the “Properties”))enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), ; (B) there have been no transactions entered into by the Company Transaction Entities or any of its subsidiariesthe Subsidiaries, other than those in the ordinary course of business, which are material with respect to such entities the Transaction Entities and the Subsidiaries considered as one enterprise or incurred any enterprise, (C) there has been no liability or obligation, direct or contingentcontingent (including off-balance sheet obligations), that which is material to such entities the Transaction Entities and the Subsidiaries considered as one enterprise, incurred by the Transaction Entities or any of the Subsidiaries, except obligations incurred in the ordinary course of business, and (CD) except for regular quarterly dividends on the Common Stock, the 5.875% Series B Cumulative Redeemable Preferred Stock and the 5.625% Series C Cumulative Redeemable Preferred Stock in amounts per share that are consistent with past practice and corresponding distributions on the corresponding limited partnership interests of the Operating Partnership or distributions on the Operating Partnership’s 4.43937% Cumulative Redeemable Convertible Preferred Units (the “Series 1 CPOP Units”), the Operating Partnership’s 4.00% Cumulative Redeemable Convertible Preferred Units (the “Series 2 CPOP Units”) and the Operating Partnership’s 3.00% Cumulative Redeemable Convertible Preferred Units (the “Series 3 CPOP Units”), there has been no dividend or other distribution of any kind declared, paid or made by the Company or any of its subsidiaries on any class of the its capital stock or by the Operating Partnership on any units of limited partnership interest in the Operating Partnership (“OP Units”), or other equity interest form of such entityownership interests in either the Company or the Operating Partnership, as applicable.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective dates as of which information is given in the Registration Statement General Disclosure Package or the ProspectusProspectus (in each case exclusive of any amendments or supplements thereto subsequent to their respective dates), except as otherwise stated therein, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, earnings and business affairs or business prospects of the CompanyCompany together with its consolidated subsidiaries, all of which are listed on Schedule IV attached hereto (each, a “Subsidiary,” and collectively, the Operating Partnership and their respective subsidiaries “Subsidiaries”), considered as one enterprise (including all of the properties owned by the Company, the Operating Partnership or their respective subsidiaries and described in the Prospectus (the “Properties”))enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiariesSubsidiaries, other than those in the ordinary course of business, which are material with respect to such entities considered as one enterprise or incurred any liability or obligation, direct or contingent, that is material to such entities the Company and its Subsidiaries considered as one enterprise, (C) there has been no obligation, contingent or otherwise, directly or indirectly incurred by the Company or any of its Subsidiaries considered as one enterprise that could reasonably be likely to have a Material Adverse Effect and (CD) except for regular quarterly monthly dividends on the Common Stock, the 5.875Stock and regular quarterly dividends on its 8.000% Series A Cumulative Preferred Stock and its 7.750% Series B Cumulative Redeemable Preferred Stock and the 5.625% Series C Cumulative Redeemable Preferred Stock in amounts per share that are consistent with past practice and corresponding distributions on the corresponding limited partnership interests of the Operating Partnership or distributions on the Operating Partnership’s 4.43937% Cumulative Redeemable Convertible Preferred Units (the “Series 1 CPOP Units”), the Operating Partnership’s 4.00% Cumulative Redeemable Convertible Preferred Units (the “Series 2 CPOP Units”) and the Operating Partnership’s 3.00% Cumulative Redeemable Convertible Preferred Units (the “Series 3 CPOP Units”)Stock, there has been no dividend or other distribution of any kind declared, paid or made by the Company or any of its subsidiaries on any class of the its capital stock or other equity interest of such entitystock.

No Material Adverse Change in Business. Except as otherwise stated therein, since the respective dates as of which information is given in the Registration Statement Statement, the General Disclosure Package or the Prospectus, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, Company and the Operating Partnership Partnership, and each of their respective subsidiaries subsidiaries, considered as one consolidated enterprise (including all of the properties described in each preliminary prospectus and the Prospectus as being owned by the CompanyCompany as of the date of each preliminary prospectus or the Prospectus, the Operating Partnership or their respective subsidiaries and described in the Prospectus as applicable (the “Properties”)), whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiaries, other than those entered into in the ordinary course of business, which are material with respect to such entities considered as one enterprise enterprise, or incurred any liability or obligation, direct or contingent, that is material to such entities considered as one enterprise, and (C) except for regular quarterly dividends on the Common Stock, the 5.875% Series B Cumulative Redeemable Preferred Stock and the 5.625% Series C Cumulative Redeemable Preferred Stock in amounts per share that are consistent with past practice and corresponding distributions on the corresponding limited partnership interests of the Operating Partnership or distributions on the Operating Partnership’s 4.43937% Cumulative Redeemable Convertible Preferred OP Units (the “Series 1 CPOP Units”), the Operating Partnership’s 4.00% Cumulative Redeemable Convertible Preferred Units (the “Series 2 CPOP Units”) and the Operating Partnership’s 3.00% Cumulative Redeemable Convertible Preferred Units (the “Series 3 CPOP Units”as defined below), there has been no dividend or other distribution of any kind declared, paid or made by the Company or any of its subsidiaries on any class of the capital stock or other equity interest of such entity, and there has been no dividend or distribution of any kind declared, paid or made by AFCo or any of its subsidiaries on any class of the capital stock or other equity interest of such entity. To the Company’s knowledge, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or prospects of AFCo or its consolidated subsidiaries, considered as one enterprise.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective dates as of which information is given in the Registration Statement or and the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, the Operating Partnership and their respective subsidiaries the Subsidiaries considered as one enterprise (including all of the properties owned by the Company, the Operating Partnership or their respective subsidiaries and described in the Prospectus (the “Properties”))enterprise, whether or not arising in the ordinary course of business (a “"Material Adverse Effect”"), (B) no casualty loss or condemnation or other adverse event with respect to any of the interests held directly or indirectly in any of the real properties or real property interests, including without limitation, any interest or participation, direct or indirect, in any mortgage obligation owned, directly or indirectly, by the Company, the Operating Partnership or any Subsidiary (the "Properties") has occurred which would be material with respect to the Company, the Operating Partnership and the Subsidiaries considered as one enterprise, (C) there have been no transactions entered into by the Company Company, the Operating Partnership or any of its subsidiariesSubsidiary, other than those in the ordinary course of business, which are material with respect to such entities considered as one enterprise or incurred any liability or obligationthe Company, direct or contingent, that is material to such entities the Operating Partnership and the Subsidiaries considered as one enterprise, and (CD) except for the Reckson (as such term is defined in the Prospectus) purchase as described in the Prospectus, regular quarterly dividends on the Common Stock, the 5.875% Series B Cumulative Redeemable Preferred Stock and the 5.625% Series C Cumulative Redeemable Preferred Stock Shares in amounts per share that are consistent with past practice and corresponding regular quarterly distributions on the corresponding limited partnership interests Company's Series A, Series B and Series C Convertible Preferred Stock (collectively, the "Preferred Stock"), and regular quarterly distributions on the common and preferred units of the Operating Partnership or distributions on the Operating Partnership’s 4.43937% Cumulative Redeemable Convertible Preferred Units (the “Series 1 CPOP "Units”), the Operating Partnership’s 4.00% Cumulative Redeemable Convertible Preferred Units (the “Series 2 CPOP Units”) and the Operating Partnership’s 3.00% Cumulative Redeemable Convertible Preferred Units (the “Series 3 CPOP Units”"), there has been no dividend or other distribution of any kind declared, paid or made by the Company or any of its subsidiaries on any class of the its capital stock or other equity interest any distribution by the Operating Partnership with respect to its Units, and (E) there has been no increase in long-term debt or decrease in the capital of such entitythe Company, the Operating Partnership or any Subsidiary.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective dates as of which information is given in the Registration Statement or Statement, the General Disclosure Package and the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change change, or any development that could reasonably be expected to have a material adverse change, in the condition, financial or otherwise, or in the earnings, business affairs properties, or business prospects of the CompanyCompany and its subsidiaries, the Operating Partnership and their respective subsidiaries considered as one enterprise (including all of the properties owned by the Company, the Operating Partnership or their respective subsidiaries and described in the Prospectus (the “Properties”))enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no liabilities or obligations incurred, direct or contingent, nor transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material with respect to such entities considered as one enterprise or incurred any liability or obligation, direct or contingent, that is material to such entities the Company and its subsidiaries considered as one enterprise, (C) there has not been any material change in the capital stock of the Company or any of its Significant Subsidiaries (as defined below) (other than (x) transfers or issuances of capital stock in the ordinary course of business pursuant to the Company’s employee benefit plans, (y) changes in the number of outstanding shares of common stock of the Company due to the issuance of shares upon the exercise or conversion of securities exercisable for, or convertible into, common stock outstanding on the date hereof, or (z) repurchases of common stock by the Company pursuant to a share repurchase program disclosed in the Prospectus) or any material increase in the long term indebtedness of the Company or its Significant Subsidiaries, and (CD) except for regular quarterly dividends on the Common Stock, the 5.875% Series B Cumulative Redeemable Preferred Stock Company’s common stock and the 5.625% Series C Cumulative Redeemable Preferred Stock in amounts per share that are consistent with past practice and corresponding distributions regular quarterly dividends on the corresponding limited partnership interests trust preferred securities issued by subsidiaries of the Operating Partnership or distributions on the Operating Partnership’s 4.43937% Cumulative Redeemable Convertible Preferred Units Company (the “Series 1 CPOP Units”), the Operating Partnership’s 4.00% Cumulative Redeemable Convertible Preferred Units (the “Series 2 CPOP Units”) and the Operating Partnership’s 3.00% Cumulative Redeemable Convertible Preferred Units (the “Series 3 CPOP Unitstrust preferred securities”), there has been no dividend or other distribution of any kind declared, paid or made by the Company or any of its subsidiaries on any class of the its capital stock or other equity interest (each of such entityclauses (A), (B), (C) and (D), a “Material Adverse Change”).

No Material Adverse Change in Business. Except as otherwise stated thereindisclosed in the Registration Statement, since the Disclosure Package and the Prospectus, subsequent to the respective dates as of which information is given in the Registration Statement Statement, the Disclosure Package or the Prospectus, : (A) there has been no material adverse change in the condition, financial or otherwise, or in the properties, earnings, business affairs or business prospects of the Company, the Operating Partnership, the Subsidiaries and the subsidiaries of the Company and/or the Operating Partnership and their respective subsidiaries that are in the form of a partnership (regardless of the level of the Company's or the Operating Partnership's direct or indirect ownership in such subsidiary) (each, a “Property Partnership”) considered as one enterprise (including all of the properties owned by the Company, the Operating Partnership or their respective subsidiaries and described in the Prospectus (the “Properties”))enterprise, whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company Company, the Operating Partnership or any of its subsidiariesSubsidiary, other than those in the ordinary course of business, which are material with respect to such entities the Company, the Operating Partnership, the Subsidiaries and the Property Partnerships considered as one enterprise or incurred any liability or obligation, direct or contingent, that is material to such entities considered as one enterprise, and (C) except for regular quarterly dividends on the shares of the Company's Common Stock, the 5.875% Series B Cumulative Redeemable Preferred Stock and the 5.625% Series C Cumulative Redeemable Preferred Stock par value $0.01 per share, in amounts per share that are consistent with past practice and corresponding practice, regular quarterly distributions on the corresponding limited partnership interests of the Operating Partnership or Company's outstanding 7.75% Series C Cumulative Redeemable Preferred Stock and 7.375% Series D Cumulative Redeemable Preferred Stock and regular quarterly distributions on the Operating Partnership’s 4.43937% Cumulative Redeemable Convertible Preferred Units (the “Series 1 CPOP Units”)'s preferred units, the Operating Partnership’s 4.00% Cumulative Redeemable Convertible Preferred Units (the “Series 2 CPOP Units”) common units and the Operating Partnership’s 3.00% Cumulative Redeemable Convertible Preferred Units (the “Series 3 CPOP Units”)special common units of limited partnership interests, there has been no dividend or other distribution of any kind declared, paid or made by the Company or any of its subsidiaries on any class of its capital shares or any distribution by the capital stock or other equity interest Operating Partnership with respect to any of such entityits limited partnership interests.

No Material Adverse Change in Business. Since the date of the latest audited financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus, the Partnership Entities have not sustained any loss or interference from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, investigation, order or decree, otherwise than as set forth in the Registration Statement, the General Disclosure Package and the Prospectus and other than as would not reasonably be expected to have a Material Adverse Effect on the performance of this Agreement or the consummation of any of the transactions contemplated hereby. Except as otherwise stated thereincontemplated therein (including the transactions contemplated by the Contribution Agreement), since the respective dates as of which information is given in the Registration Statement Statement, the General Disclosure Package or the Prospectus, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, the Operating Partnership and their respective subsidiaries considered as one enterprise (including all of the properties owned by the Company, the Operating Partnership or their respective subsidiaries and described in the Prospectus (the “Properties”)), whether or not arising in the ordinary course of business (a “Material Adverse Effect”), (B) there have been no transactions entered into by the Company or any of its subsidiariesPartnership Entities, other than those in the ordinary course of business, which are material with respect to such entities considered as one enterprise or incurred any liability or obligation, direct or contingent, that is material to such entities the Partnership Entities considered as one enterprise, and (C) except for regular quarterly dividends on the Common Stock, the 5.875% Series B Cumulative Redeemable Preferred Stock and the 5.625% Series C Cumulative Redeemable Preferred Stock in amounts per share that are consistent with past practice and corresponding distributions on the corresponding limited partnership interests of the Operating Partnership or distributions on the Operating Partnership’s 4.43937% Cumulative Redeemable Convertible Preferred Units (the “Series 1 CPOP Units”), the Operating Partnership’s 4.00% Cumulative Redeemable Convertible Preferred Units (the “Series 2 CPOP Units”) and the Operating Partnership’s 3.00% Cumulative Redeemable Convertible Preferred Units (the “Series 3 CPOP Units”), there has been no dividend or other distribution of any kind declared, paid or made by the Company Partnership other than regular quarterly distributions paid to holders of Common Units, TexNew Mex Units, Subordinated Units or IDRs, as the case may be, of the Partnership in the ordinary course or, except for dividends paid to the Partnership or its subsidiaries, any of its subsidiaries Partnership Entity on any class of the capital stock or other equity interest repurchase or redemption by any Partnership Entity of such entityany class of capital stock.

No Material Adverse Change in Business. Except as otherwise stated therein, since Since the respective dates as of which information is given in the Registration Statement or and the Prospectus, except as otherwise stated therein, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company, the Operating Partnership and their respective subsidiaries the Subsidiaries considered as one enterprise (including all of the properties owned by the Company, the Operating Partnership or their respective subsidiaries and described in the Prospectus (the “Properties”))enterprise, whether or not arising in the ordinary course of business (a “"Material Adverse Effect”"), (B) no casualty loss or condemnation or other adverse event with respect to any of the interests held directly or indirectly in any of the real properties or real property interests, including without limitation, any interest or participation, direct or indirect, in any mortgage obligation owned, directly or indirectly, by the Company, the Operating Partnership or any Subsidiary (the "Properties") has occurred which would be material with respect to the Company, the Operating Partnership and the Subsidiaries considered as one enterprise, (C) there have been no transactions entered into by the Company Company, the Operating Partnership or any of its subsidiariesSubsidiary, other than those in the ordinary course of business, which are material with respect to such entities considered as one enterprise or incurred any liability or obligationthe Company, direct or contingent, that is material to such entities the Operating Partnership and the Subsidiaries considered as one enterprise, and (CD) except for regular quarterly dividends on the Company's common shares of beneficial interest, par value $.001 per share (the "Common StockShares"), the 5.875% Series B Cumulative Redeemable Preferred Stock and the 5.625% Series C Cumulative Redeemable Preferred Stock in amounts per share that are consistent with past practice and corresponding practice, regular quarterly distributions on the corresponding limited partnership interests Company's preferred stock, and regular quarterly distributions on the common and preferred units of the Operating Partnership or distributions on the Operating Partnership’s 4.43937% Cumulative Redeemable Convertible Preferred Units (the “Series 1 CPOP "Units”), the Operating Partnership’s 4.00% Cumulative Redeemable Convertible Preferred Units (the “Series 2 CPOP Units”) and the Operating Partnership’s 3.00% Cumulative Redeemable Convertible Preferred Units (the “Series 3 CPOP Units”"), there has been no dividend or other distribution of any kind declared, paid or made by the Company or any of its subsidiaries on any class of the its capital stock or other equity interest any distribution by the Operating Partnership with respect to its Units, and (E) there has been no increase in long-term debt or decrease in the capital of such entitythe Company, the Operating Partnership or any Subsidiary.

No Material Adverse Change in Business. Except as otherwise stated thereindisclosed in the Registration Statement, since the Disclosure Package and the Prospectus, subsequent to the respective dates as of which information is given in the Registration Statement Statement, the Disclosure Package or the Prospectus, : (A) there has been no material adverse change in the condition, financial or otherwise, or in the properties, earnings, business affairs or business prospects of the Company, the Operating Partnership, the Subsidiaries and the subsidiaries of the Company and/or the Operating Partnership and their respective subsidiaries that is in the form of a partnership (regardless of the level of the Company's direct or indirect ownership in such subsidiary) (each, a "Property Partnership") considered as one enterprise (including all of the properties owned by the Company, the Operating Partnership or their respective subsidiaries and described in the Prospectus (the “Properties”))enterprise, whether or not arising in the ordinary course of business (a “"Material Adverse Effect”"), (B) there have been no transactions entered into by the Company Company, the Operating Partnership or any of its subsidiariesSubsidiary, other than those in the ordinary course of business, which are material with respect to such entities the Company, the Operating Partnership, the Subsidiaries and the Property Partnerships considered as one enterprise or incurred any liability or obligation, direct or contingent, that is material to such entities considered as one enterprise, and (C) except for regular quarterly dividends on the shares of Common Stock, the 5.875% Series B Cumulative Redeemable Preferred Stock and the 5.625% Series C Cumulative Redeemable Preferred Stock in amounts per share that are consistent with past practice and corresponding practice, regular quarterly distributions on the corresponding limited partnership interests of the Operating Partnership or Company's outstanding 7.75% Series C Cumulative Redeemable Preferred Stock and 7.375% Series D Cumulative Redeemable Preferred Stock and regular quarterly distributions on the Operating Partnership’s 4.43937% Cumulative Redeemable Convertible Preferred Units (the “Series 1 CPOP Units”), the Operating Partnership’s 4.00% Cumulative Redeemable Convertible Preferred Units (the “Series 2 CPOP Units”) 's common units and the Operating Partnership’s 3.00% Cumulative Redeemable Convertible Preferred Units (the “Series 3 CPOP Units”)special common units of limited partnership interest, there has been no dividend or other distribution of any kind declared, paid or made by the Company or any of its subsidiaries on any class of its capital shares or any distribution by the capital stock or other equity interest Operating Partnership with respect to any of such entityits limited partnership interests.