Common use of Representations and Warranties of the Company and the Manager Clause in Contracts

Representations and Warranties of the Company and the Manager. (a) The Company represents and warrants to, and agrees with, the several Underwriters that: (i) The Company has filed with the Commission a registration statement on Form S-11 (No. 333-141638) covering the registration of the Offered Securities under the Act, including a related preliminary prospectus or prospectuses. At any particular time, this initial registration statement, in the form then on file with the Commission, including all information contained in the registration statement (if any) pursuant to Rule 462(b) and then deemed to be a part of the initial registration statement, and all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Initial Registration Statement.” The Company may also have filed, or may file with the Commission, a Rule 462(b) registration statement covering the registration of Offered Securities. At any particular time, this Rule 462(b) registration statement, in the form then on file with the Commission, including the contents of the Initial Registration Statement incorporated by reference therein and including all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Additional Registration Statement.” As of the time of execution and delivery of this Agreement, the Initial Registration Statement has been declared effective under the Act and is not proposed to be amended. Any Additional Registration Statement has or will become effective upon filing with the Commission pursuant to Rule 462(b) and is not proposed to be amended. The Offered Securities all have been or will be duly registered under the Act pursuant to the Initial Registration Statement and, if applicable, the Additional Registration Statement. For purposes of this Agreement:

Representations and Warranties of the Company and the Manager. (a) The Company represents and warrants to, and agrees with, the several Underwriters each Underwriter that: (i) The Company has filed with the Commission a A registration statement on Form S-11 S-3 (No. 333-141638174739) covering the registration of relating to the Offered Securities under the ActSecurities, including a related preliminary prospectus, has been filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder (the “Securities Act Regulations”). The Company has prepared and filed such amendments to the registration statement and such amendments or supplements to the related prospectus as may have been required to the date hereof, and will file such additional amendments or prospectusessupplements as may hereafter be required. At any particular time, this initial The registration statement has been declared effective under the Securities Act by the Commission. The registration statement, in as amended at the form then on file with time it was declared effective by the CommissionCommission (and, if the Company files a post-effective amendment to such registration statement which becomes effective prior to the Closing Date (as defined herein), such registration statement as so amended) and including all information contained in the registration statement (if any) pursuant to Rule 462(b) and then deemed to be a part of the initial registration statement, and all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Initial Registration Statement.” The Company may also have filed, or may file with the Commission, a Rule 462(b) registration statement covering the registration of Offered Securities. At any particular time, this Rule 462(b) registration statement, in the form then on file with the Commission, including the contents of the Initial Registration Statement incorporated by reference therein and including all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Additional Registration Statement.” As of the time of execution and delivery of this Agreement, the Initial Registration Statement has been declared effective under the Act and is not proposed to be amended. Any Additional Registration Statement has or will become effective upon filing with the Commission pursuant to incorporation by reference, Rule 462(b) and is not proposed to be amended. The Offered Securities all have been or will be duly registered under the Act pursuant to the Initial Registration Statement and, if applicable, the Additional Registration Statement. For purposes 430B of this Agreement:the

Representations and Warranties of the Company and the Manager. (a) The Company represents and warrants to, and agrees with, the several Underwriters Underwriter that: (i) The Company has filed with the Commission a A registration statement on Form S-11 S-3 (No. 333-141638146626) covering the registration of relating to the Offered Securities under the ActSecurities, including a related preliminary prospectus, has been filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder (the “Securities Act Regulations”). The Company has prepared and filed such amendments to the registration statement and such amendments or supplements to the related prospectus as may have been required to the date hereof, and will file such additional amendments or prospectusessupplements as may hereafter be required. At any particular time, this initial The registration statement has been declared effective under the Securities Act by the Commission. The registration statement, in as amended at the form then on file with time it was declared effective by the CommissionCommission (and, if the Company files a post-effective amendment to such registration statement which becomes effective prior to the First Closing Date (as defined below), such registration statement as so amended) and including all information contained in the registration statement (if any) pursuant to Rule 462(b) and then deemed to be a part of the initial registration statementstatement pursuant to incorporation by reference, and all 430A Information and all 430C InformationRule 430B of the Securities Act Regulations or otherwise, that in any case has not then been superseded or modified, shall be referred to as is hereinafter called the “Initial Registration Statement.” The Company may also have filed, or may file with the Commission, a Rule 462(b) Any registration statement covering the registration of Offered Securities. At any particular time, this Rule 462(b) registration statement, in the form then on file with the Commission, including the contents of the Initial Registration Statement incorporated by reference therein and including all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Additional Registration Statement.” As of the time of execution and delivery of this Agreement, the Initial Registration Statement has been declared effective under the Act and is not proposed to be amended. Any Additional Registration Statement has or will become effective upon filing with the Commission filed pursuant to Rule 462(b) and of the Securities Act Regulations is not proposed to be amended. The Offered Securities all have been or will be duly registered under hereinafter called the Act pursuant to the Initial Registration Statement and, if applicable, the Additional “Rule 462(b) Registration Statement. For purposes of this Agreement:,” and after such filing the term

Representations and Warranties of the Company and the Manager. 1.1 For purposes of this Agreement, unless the context requires to the contrary, the term “Company” shall also include all significant subsidiaries (aas defined in Section 1-02 of Regulation S-X) of the Company. The Company represents and warrants to, and agrees with, the several Underwriters Sales Manager that: (a) The Company meets the requirements for use of Form S-3 under the Securities Act of 1933, as amended (the “Act”), and the rules and regulations thereunder (“Rules and Regulations”), and the Company is eligible to use Form S-3 for the transactions contemplated by this Agreement. A registration statement on Form S-3 (Registration No. 333-69848) with respect to, among other securities, the Common Stock, including a form of prospectus, has been prepared by the Company in conformity with the requirements of the Act and the Rules and Regulations, has been filed with the Securities and Exchange Commission (the “Commission”) and has been declared effective by the Commission. No stop order suspending the effectiveness of such registration statement has been issued, and no proceeding for that purpose has been instituted or, to the knowledge of the Company, threatened by the Commission. Additionally, the Company is eligible to file a new registration statement on Form S-3 with respect to the Common Stock. Each such registration statement, as it may have heretofore been or (only to the extent (i) filed and declared effective by the Commission after the date hereof and (ii) a prospectus supplement forming a part of such registration statement and relating to the Common Stock to be offered and sold pursuant to this Agreement having been filed pursuant to Rule 424 under the Act) may hereafter be filed, as amended, is referred to herein as the “Registration Statement,” and the final form of prospectus included in the Registration Statement, as amended or supplemented from time to time relating to the Common Stock, is referred to herein as the “Prospectus.” Any reference herein to the Registration Statement, the Prospectus, or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated (or deemed to be incorporated) by reference therein, and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement or Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein. (b) Each part of the Registration Statement, when such part became or becomes effective, and the Prospectus and any amendment or supplement thereto, on the date of filing thereof with the Commission and at each Settlement Date (as hereinafter defined), conformed or will conform in all material respects with the requirements of the Act and the Rules and Regulations; each part of the Registration Statement, when such part became or becomes effective, did not or will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and the Prospectus and any amendment or supplement thereto, on the date of filing thereof with the Commission and at each Settlement Date, did not or will not include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; except that the foregoing shall not apply to statements in or omissions from any such document in reliance upon, and in conformity with, written information furnished to the Company by or on behalf of the Sales Manager, specifically for use in the Registration Statement, the Prospectus or any amendment or supplement thereto. (c) The documents incorporated by reference in the Registration Statement or the Prospectus, or any amendment or supplement thereto, when they became or become effective under the Act or were or are filed with the Commission under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, conformed or will conform in all material respects with the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder. (d) The financial statements of the Company, together with the related schedules and notes thereto, set forth or included or incorporated by reference in the Registration Statement and Prospectus, fairly present the financial condition of the Company as of the dates indicated and the results of operations, changes in financial position, stockholders’ equity, and cash flows for the periods therein specified, in conformity with generally accepted accounting principles consistently applied throughout the periods involved (except as otherwise stated therein). The summary and selected financial and statistical data included or incorporated by reference in the Registration Statement and the Prospectus fairly present the information shown therein and, to the extent based upon or derived from the financial statements, have been compiled on a basis consistent with the financial statements presented therein. (e) Deloitte & Touche LLP, which has expressed their opinion with respect to financial statements and the supporting schedules, if any, included or incorporated by reference in the Registration Statement, is an independent registered public accounting firm with respect to the Company within the meaning of the Act and the applicable rules and regulations thereunder adopted by the Commission and the Public Company Accounting Oversight Board (United States). (f) The Company has filed with been duly organized and is validly existing as a corporation in good standing under the Commission a registration statement on Form S-11 (No. 333-141638) covering the registration laws of the Offered Securities under the Act, including a related preliminary prospectus or prospectusesState of Maryland. At any particular time, this initial registration statement, Other than as disclosed in the form then on file with the Commission, including all information contained in the registration statement (if any) pursuant to Rule 462(b) and then deemed to be a part of the initial registration statement, and all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Initial Registration Statement.” , the Company has no other subsidiaries and does not control, directly or indirectly, any corporation, partnership, limited liability company, joint venture, association or other business organization. The Company may also is duly qualified and in good standing as a foreign corporation in each jurisdiction in which the character or location of its assets or properties (owned, leased or licensed) or the nature of its business makes such qualification necessary (including every jurisdiction in which it owns or leases property), except for such jurisdictions where the failure to so qualify would not have filed, or may file with a Material Adverse Effect on the Commission, a Rule 462(b) registration statement covering the registration of Offered Securities. At any particular time, this Rule 462(b) registration statement, in the form then on file with the Commission, including the contents of the Initial Registration Statement incorporated by reference therein and including all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Additional Registration Statement.” As of the time of execution and delivery of this Agreement, the Initial Registration Statement has been declared effective under the Act and is not proposed to be amended. Any Additional Registration Statement has or will become effective upon filing with the Commission pursuant to Rule 462(b) and is not proposed to be amended. The Offered Securities all have been or will be duly registered under the Act pursuant to the Initial Registration Statement and, if applicable, the Additional Registration StatementCompany. For purposes of this Agreement:, “Material Adverse Effect” means any adverse effect on the business, operations, properties or financial condition of the Company that is (either alone or together with all other adverse effects) material to the Company and its subsidiaries, taken as a whole, and any material adverse effect on the issuance and sale of Common Stock by the Company contemplated under this Agreement. Each of the Company’s significant subsidiaries (as defined in Section 1-02 of Regulation S-X) is validly existing as a corporation, limited liability company or partnership, as applicable, in its respective jurisdiction of formation. Schedule 1.1(f) hereto identifies each of the Company’s subsidiaries that is a significant subsidiary of the Company (determined at December 31, 2007). All of the issued and outstanding capital stock, limited liability company interests or partnership interests, as applicable, of each significant subsidiary has been duly authorized and validly issued and, if applicable, is fully paid and nonassessable and (except as otherwise disclosed in the Registration Statement and the Prospectus or would not have a Material Adverse Effect) is owned by the Company, directly or indirectly, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity (except as otherwise disclosed in the Registration Statement and Prospectus, including without limitation the credit facilities and repurchase agreements filed as exhibits thereto or described therein, or as would not have a Material Adverse Effect). The Company has all requisite corporate power and authority, as applicable, and all necessary authorizations, approvals, consents, orders, licenses, certificates and permits of and from all governmental orders or regulatory bodies or any other person or entity, to own, lease, license and operate its assets and properties and conduct its business as now being conducted and as described in the Registration Statement and the Prospectus, except for such authorizations, approvals, consents, orders, licenses, certificates and permits the absence of which would not have a Material Adverse Effect; and no such authorization, approval, consent, order, license, certificate or permit contains a materially burdensome restriction other than as disclosed or incorporated by reference in the Registration Statement and the Prospectus.

Representations and Warranties of the Company and the Manager. (a) The Company represents and warrants to, and agrees with, to each of the several Underwriters thatas follows: (i) The Company has filed with the Commission a A registration statement on Form S-11 (File No. 333-141638204154 ) covering with respect to the registration Shares has been prepared by the Company in conformity with the requirements of the Offered Securities under Act of 1933, as amended (the “Act”), including a related preliminary prospectus or prospectusesand the rules and regulations (the “Rules and Regulations”) of the Securities and Exchange Commission (the “Commission”) thereunder and has been filed with the Commission. At any particular time, this initial Copies of such registration statement, in including any amendments thereto, the form then on file preliminary prospectuses (meeting the requirements of the Rules and Regulations) contained therein and the exhibits, financial statements and schedules, as finally amended and revised, have heretofore been delivered by the Company to you. Such registration statement, together with the Commission, including all information contained in the any registration statement (if any) filed by the Company pursuant to Rule 462(b) and then deemed to be a part of under the initial registration statementAct, and all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be is herein referred to as the “Initial Registration Statement.” The Company may also have filed”, which shall be deemed to include all information omitted therefrom in reliance upon Rules 430A, 430B or may file with 430C under the Commission, a Rule 462(b) registration statement covering the registration of Offered Securities. At any particular time, this Rule 462(b) registration statement, Act and contained in the form then on file with the Commission, including the contents of the Initial Registration Statement incorporated by reference therein and including all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be Prospectus referred to as the “Additional Registration Statement.” As of the time of execution and delivery of this Agreementbelow, the Initial Registration Statement has been declared become effective under the Act and is not proposed no post-effective amendment to be amended. Any Additional the Registration Statement has or will become effective upon filing been filed as of the date of this equity underwriting agreement (this “Agreement”). “Prospectus” means the final prospectus relating to the Shares first filed with the Commission pursuant to and within the time limits described in Rule 462(b424(b) and under the Act. Each preliminary prospectus included in the Registration Statement prior to the time it becomes effective is not proposed herein referred to as a “Preliminary Prospectus”; provided, however, that any reference herein to the “Prospectus” shall be amended. The Offered Securities all have been deemed to include any supplements or will be duly registered amendments thereto filed with the Commission after the date of filing of the Prospectus under Rule 424(b) under the Act pursuant and prior to the Initial Registration Statement and, if applicable, termination of the Additional Registration Statement. For purposes offering of this Agreement:the Shares by the Underwriters.

Representations and Warranties of the Company and the Manager. (a) The Company represents and warrants to, and agrees with, the several Underwriters that: (i) The Company has filed with the Commission a registration statement on Form S-11 (No. 333-141638138591) covering the registration of the Offered Securities under the Act, including a related preliminary prospectus or prospectuses. At any particular time, this initial registration statement, in the form then on file with the Commission, including all information contained in the registration statement (if any) pursuant to Rule 462(b) and then deemed to be a part of the initial registration statement, and all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Initial Registration Statement.” The Company may also have filed, or may file with the Commission, a Rule 462(b) registration statement covering the registration of Offered Securities. At any particular time, this Rule 462(b) registration statement, in the form then on file with the Commission, including the contents of the Initial Registration Statement incorporated by reference therein and including all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Additional Registration Statement.” As of the time of execution and delivery of this Agreement, the Initial Registration Statement has been declared effective under the Act and is not proposed to be amended. Any Additional Registration Statement has or will become effective upon filing with the Commission pursuant to Rule 462(b) and is not proposed to be amended. The Offered Securities all have been or will be duly registered under the Act pursuant to the Initial Registration Statement and, if applicable, the Additional Registration Statement. For purposes of this Agreement:

Representations and Warranties of the Company and the Manager. (a) The Company represents and warrants to, and agrees with, the several Underwriters that: (i) The Company has filed with the Commission a A registration statement on Form S-11 S-3 (No. 333-141638146626) covering the registration of relating to the Offered Securities under the ActSecurities, including a related preliminary prospectus, has been filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulation thereunder (the “Securities Act Regulations”). The Company has prepared and filed such amendments to the registration statement and such amendments or supplements to the related prospectus as may have been required to the date hereof, and will file such additional amendments or prospectusessupplements as may hereafter be required. At any particular time, this initial The registration statement has been declared effective under the Securities Act by the Commission. The registration statement, in as amended at the form then on file with time it was declared effective by the CommissionCommission (and, if the Company files a post-effective amendment to such registration statement which becomes effective prior to the First Closing Date (as defined below), such registration statement as so amended) and including all information contained in the registration statement (if any) pursuant to Rule 462(b) and then deemed to be a part of the initial registration statement, and all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Initial Registration Statement.” The Company may also have filed, or may file with the Commission, a Rule 462(b) registration statement covering the registration of Offered Securities. At any particular timepursuant to incorporation by reference, this Rule 462(b) registration statement, in the form then on file with the Commission, including the contents 430B of the Initial Registration Statement incorporated by reference therein and including all 430A Information and all 430C Information, that in any case has not then been superseded or modified, shall be referred to as the “Additional Registration Statement.” As of the time of execution and delivery of this Agreement, the Initial Registration Statement has been declared effective under the Securities Act and is not proposed to be amended. Any Additional Registration Statement has or will become effective upon filing with the Commission pursuant to Rule 462(b) and is not proposed to be amended. The Offered Securities all have been or will be duly registered under the Act pursuant to the Initial Registration Statement and, if applicable, the Additional Registration Statement. For purposes of this Agreement:Regulations or