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2 similar Registration Rights Agreement contracts by Gables Realty Limited Partnership

GABLES RESIDENTIAL TRUST AND TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA REGISTRATION RIGHTS AGREEMENT September 27, 2002 REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 15th, 2002 • Gables Realty Limited Partnership • Real estate investment trusts • New York

This REGISTRATION RIGHTS AGREEMENT dated September 27, 2002 (this "Agreement") is entered into by and among Gables Residential Trust, a Maryland real estate investment trust (the "Company"), and Teachers Insurance and Annuity Association of America, a New York Corporation ("TIAA"). The Company and TIAA are parties to the Securities Purchase Agreement dated September 27, 2002 (the "Securities Purchase Agreement"), which provides for the sale by the Company to TIAA of 1,600,000 shares of 7.875% Series C Cumulative Redeemable Preferred Shares of beneficial interest, par value $.01 per share (collectively, the "Securities"). As an inducement to TIAA to enter into the Securities Purchase Agreement, the Company agrees to provide to TIAA and their direct and indirect transferees the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the closing under the Securities Purchase Agreement. In consideration of the foregoing, the par

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GABLES REALTY LIMITED PARTNERSHIP AND TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA REGISTRATION RIGHTS AGREEMENT September 27, 2002 REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 15th, 2002 • Gables Realty Limited Partnership • Real estate investment trusts • New York

This REGISTRATION RIGHTS AGREEMENT dated September 27, 2002 (this "Agreement") is entered into by and among Gables Realty Limited Partnership, a Delaware limited partnership (the "Company"), and Teachers Insurance and Annuity Association of America, a New York Corporation ("TIAA"). The Company and TIAA are parties to the Securities Purchase Agreement dated September 27, 2002 (the "Securities Purchase Agreement"), which provides for the sale by the Company to TIAA of (i) $30 million aggregate principal amount of the Company's 5.86% Senior Notes due 2009 and (ii) $10 million aggregate principal amount of the Company's 6.10% Senior Notes due 2010 (collectively, the "Securities"). As an inducement to TIAA to enter into the Securities Purchase Agreement, the Company agrees to provide to TIAA and their direct and indirect transferees the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the closing under the Securities Purchase

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