INVESTORS REAL ESTATE TRUST 6,000,000 COMMON SHARES OF BENEFICIAL INTEREST(NO PAR VALUE, PER SHARE) UNDERWRITING AGREEMENT

Exhibit 1.1

INVESTORS REAL ESTATE TRUST

6,000,000 COMMON SHARES OF BENEFICIAL INTEREST

(NO PAR VALUE, PER SHARE)

UNDERWRITING AGREEMENT

October 17, 2007

October 17, 2007

ROBERT W. BAIRD & CO. INCORPORATED
D.A. Davidson & Co.
J.J.B. Hilliard, W.L. Lyons, Inc.
c/o Robert W. Baird & Co. Incorporated
777 East Wisconsin Avenue
Milwaukee, Wisconsin  53202

Ladies and Gentlemen:

      Investors Real Estate Trust, a North Dakota real estate investment trust (the “Company”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “Underwriters”) 6,000,000 common shares of beneficial interest, no par value per share, of the Company (the “Firm Shares”).

      The Company also proposes to issue and sell to the several Underwriters up to an additional 900,000 common shares of beneficial interest, no par value per share, of the Company (the “Additional Shares”), if and to the extent that Robert W. Baird & Co. Incorporated (“Baird”), as manager of the offering, shall have determined to exercise its over-allotment option on behalf of the Underwriters.  The Firm Shares and the Additional Shares are hereinafter collectively referred to as, the “Shares.”  The common shares of beneficial interest, no par value per share, of the Company to be outstanding after giving effect to the sales contemplated hereby are hereinafter referred to as the “Common Shares.”

      The Company has prepared and filed, in accordance with the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder (the “Securities Act Regulations”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S‑3 (Registration No. 333-112465), including a related prospectus, for the registration of the Shares under the Securities Act and 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 amendments or supplements as may hereafter be required.  The registration statement as amended at the time it became effective by the Commission (and, if the Company files a post-effective amendment to such registration statem ent that becomes effective prior to the Initial Closing Date (as defined below)), including the documents filed as part thereof or incorporated by reference thereto in accordance with Item 12 of Form S‑3 under Securities Act or otherwise and information contained in the prospectus or otherwise deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A or Rule 430B under the Securities Act (“Rule 430 Information”), is hereinafter referred to as the “Registration Statement.”  If the Company files an abbreviated registration statement to register additional Common Shares pursuant to Rule 462(b) under the Securities Act (a “Rule 462 Registration Statement”), then any reference

herein to the term “Registration Statement” shall be deemed to include such Rule 462 Registration Statement.  Any prospectus filed with the Commission pursuant to Rule 424 under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, is hereinafter referred to as the “Preliminary Prospectus.”  The term “Prospectus” means the final prospectus, as first filed with the Commission pursuant to Rule 424(b) of the Securities Act Regulations, and any amendments thereof or supplements thereto.

      For purposes of this Agreement, “Issuer Free Writing Prospectus” has the meaning set forth in Rule 433 of the Securities Act; “Free Writing Prospectus” has the meaning set forth in Rule 405 of the Securities Act; “Disclosure Package” means the Preliminary Prospectus as most recently amended or supplemented immediately prior to the Time of Sale (as defined below), together with the Issuer Free Writing Prospectuses, if any, each identified in Schedule II, the Free Writing Prospectuses, if any, each identified in Schedule III hereto (each, a “Permitted Free Writing Prospectus”), and other information conveyed to purchasers of the Shares at or prior to the Time of Sale as set forth in Schedule IV hereto; “Time of Sale” means 5:00 p.m. (New York Time) on the date of this Agreement; and “Road Show” has the meaning set forth in Rule 433(h)(4) under the Securities Act.

      Upon consummation of the transactions contemplated hereby and the application of the net proceeds from the sale of the Firm Shares, the Company through its subsidiary IRET, Inc., a North Dakota corporation, will own 74% of the partnership interests of IRET Properties, a North Dakota limited partnership (the “Partnership”).  The Company and the Partnership, directly or indirectly, currently owns 69 multi-family properties and 153 commercial properties as described in the Disclosure Package (individually, a “Property” and collectively, the “Properties”).   

      1.      Representations and Warranties of the Company and the Partnership.  The Company and the Partnership, jointly and severally, represent and warrant to and agree with each of the Underwriters on the date hereof, on the Closing Date and on each Option Closing Date, if any, that:

              (a)                Each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto has become effective under the Securities Act; no stop order suspending the effectiveness of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto or preventing or suspending the use of any Preliminary Prospectus or the Prospectus is in effect, no proceedings for such purpose are pending before or, to the best knowledge of the Company, contemplated or threatened by the Commission or by the state securities authority of any jurisdiction and any request on the part of the Commission or the state securities authority for any jurisdiction for additional information has been complied with.  The Company has prepared and filed such amendme nts to such Registration Statement and the Prospectus as may have been required to the date hereof, and covenants and agrees that it will file such additional amendments thereto and as may hereafter be required. 

              (b)               Any Preliminary Prospectus when filed as part of the Registration Statement and the Registration Statement as of each effective date and of the date hereof complied or will comply, and the Prospectus and any further amendments or supplements to the Registration Statement, the Preliminary Prospectus or the Prospectus will, when they become effective or are filed with the Commission, as the case may be, comply in all material respects with the Securities Act and the Securities Act Regulations (including, without limitation, Rule 430B(a) or 430A(b)).

              (c)                (i) Each part of the Registration Statement (including each document incorporated by reference therein), when such part became effective, did not contain and each such part, as amended or supplemented, if applicable, will not contain any 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; (ii) the Registration Statement, as of the date hereof, does not contain and, as amended or supplemented, if applicable, will not contain any 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; (iii) the Preliminary Prospectus (including the documents incorporated by reference therein) does not and the Prospectus (including the documents incorporated by reference therein) or any amendment or supplement thereto will not, as of the applicable filing date, the date hereof and at the Closing Date (as defined in Section 4) and on each Option Closing Date (as defined in Section 2) (if any), contain any 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; (iv) the Disclosure Package does not (including each document incorporated by reference therein), and at the Time of Sale, at the Closing Date and each Option Closing Date (if any), the Disclosure Package, as then amended or supplemented by the Company, if applicable, will not, contain any 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 mad e, not misleading; (v) each Issuer Free Writing Prospectus (including each document incorporated by reference therein) does not conflict with the information contained in the Registration Statement and, when considered together with the Disclosure Package, did not, and at the time of each sale of Shares and at the Closing Date and each Option Closing Date, each Issuer Free Writing Prospectus will not, contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; (vii) each Road Show, when considered together with the Disclosure Package, does not contain any 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; provided, however, that the representations and warranties set forth in this Section 1(c) or Section 1(b) abov e do not apply to statements or omissions in the Registration Statement, the Disclosure Package, any Issuer Free Writing Prospectus, any Road Show, or the Prospectus or any amendments or supplements thereto based upon information relating to any Underwriters furnished to the Company in writing by such Underwriters through Baird expressly for use therein.

              (d)               Prior to the execution of this Agreement, the Company has not, directly or indirectly, offered or sold any Shares by means of any “prospectus” (within the meaning of the

Securities Act) or used any “prospectus” (within the meaning of the Securities Act) in connection with the offer or sale of the Shares, in each case other than the Preliminary Prospectus and/or any Permitted Free Writing Prospectuses; the Company has not, directly or indirectly, prepared, used or referred to any free writing prospectuses, without the prior written consent of Baird, other than the Permitted Free Writing Prospectuses and Road Shows furnished or presented to Baird before first use.  Each Permitted Free Writing Prospectus has been prepared, used or referred to in compliance with Rules 164 and 433 under the Securities Act Regulations; the Company filed the Registration Statement with the Commission before using any Permitted Free Writing Prospectus; and each Permitted Free Writing Prospectus was preceded or accompanied by the most recent Preliminary Prospectus satisfying the requirements of Section 10 under the Securities Act; assuming that such Permitted Free Writing Prospectus is so sent or given after the Registration Statement was filed with the Commission (and after such Permitted Free Writing Prospectus was, if required pursuant to Rule 433(d) under the Securities Act Regulations, filed with the Commission), the sending or giving, by Baird, of any Permitted Free Writing Prospectus will satisfy the provisions of Rule 164 and Rule 433 (without reliance on subsections (b), (c) and (d) of Rule 164); the conditions set forth in one or more of subclauses (i) through (iv), inclusive, of Rule 433(b)(1) under the Securities Act Regulations are satisfied, and the registration statement relating to the offering of the Shares contemplated hereby, as initially filed with the Commission, includes a prospectus that, other than by reason of Rule 433 or Rule 431 under the Securities Act Regulations, satisfies the requirements of Section 10 of the Securities Act; neither the Company nor the Underwriters are disqualified, by reason of subsection (f) or (g) of Rule 164 under the Securities Act Regulations, from using, in connection with the offer and sale of the Shares, free writing prospectuses pursuant to Rules 164 and 433 under the Securities Act; any free writing prospectus that the Company is required to file pursuant to Rules 164 and 433 under the Securities Act Regulations has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act and the Securities Act Regulations; each Permitted Free Writing Prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act Regulations or that was prepared by or on behalf of or used or referred to by the Company complies or will comply in all material respects with the requirements of the Securities Act and the Securities Act Regulations; no Permitted Free Writing Prospectus conflicts with the information contained in the Registration Statement, any Preliminary Prospectus, the Disclosure Package or the Prospectus; and, to the C ompany’s knowledge, no free writing prospectus prepared by or on behalf of or used by any Underwriter contains any “issuer information” within the meaning of Rule 433(h)(2) under the Securities Act Regulations.

              (e)                The Company was determined, at the time the Registration Statement was initially filed and when it became effective, eligible to use Form S‑3 to register the offering of the Shares contemplated hereby.  The Company was not an “ineligible issuer” (as defined in Rule 405 under the Securities Act Regulations) as of the eligibility determination date for purposes of Rules 164 and 433 under the Securities Act Regulations with respect to the offering of the Shares contemplated by the Registration Statement.

              (f)                The Preliminary Prospectus, the Prospectus and any Permitted Free Writing Prospectuses (to the extent any such Permitted Free Writing Prospectus was required to

be filed with the Commission) delivered to the Underwriters for use in connection with the public offering of the Shares contemplated herein have been and will be identical in all material respects to the versions of such documents transmitted to the Commission for filing via the Electronic Data Gathering Analysis and Retrieval System (“EDGAR”), except to the extent permitted by Regulation S‑T.

              (g)               The Common Shares are listed on the Nasdaq Global Select Market (“NASDAQ”), and the Company has not received any notice from the NASDAQ regarding the delisting of such shares from the NASDAQ.  The Shares are duly listed for quotation, and admitted and authorized for trading, subject to official notice of issuance, on the NASDAQ.  The Company is in compliance with all applicable corporate governance requirements set forth in the Nasdaq Marketplace Rules and upon and at all times after NASDAQ shall have approved the Shares for inclusion, it will be in compliance with all applicable corporate governance set forth in the Nasdaq Marketplace Rules that are then in effect and is taking steps as are necessary to ensure that it will be in compliance with other applicable corporate governanc e requirements set forth in the Nasdaq Marketplace Rules standards not currently in effect upon the effectiveness of such requirements.  To the Company’s knowledge, there are no affiliations or associations between (i) any member of the FINRA and (ii) the Company or any of the Company’s officers, trustees or 5% or greater security holders or any beneficial owner of the Company’s unregistered equity securities that were acquired at any time on or after the 180th day immediately preceding the date the Registration Statement was initially filed with the Commission, except as disclosed in the Registration Statement (excluding the exhibits thereto), the Disclosure Package and the Prospectus.

              (h)               The Company has been duly organized, is validly existing as a real estate investment trust in good standing under the laws of the jurisdiction of its organization, has the requisite power and authority to own its property and to conduct its business as described in the Disclosure Package and the Prospectus and is duly qualified or licensed to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification or in which the failure, individually or in the aggregate, to be so qualified or be in good standing would not (i) have a material adverse effect on the assets, business, condition (financial or otherwise), results of operation or prospects of the Company and its Subsidiaries (as defined herein), taken as a whole, (ii) prevent or materially interfere with the consummation of the transactions contemplated hereby, or (iii) result in the delisting of the Common Shares from the NASDAQ (the occurrence of any such effect, prevention, interference or result described in the foregoing clauses (i), (ii) or (iii) being herein referred to as a “Material Adverse Effect” or “Material Adverse Change”).

              (i)                 The Company is the sole general partner of the Partnership and owns, directly or indirectly, 71% of the partnership interests (“Units”) in the Partnership; each subsidiary of the Company and the Partnership (each, including the Partnership, except where noted, a “Subsidiary”, and collectively, “Subsidiaries”) has been duly organized, is validly existing as a corporation, limited partnership or limited liability company, as the case may be, in good standing under the laws of the jurisdiction of its organization, has the corporate, limited partnership or limited liability company power and authority, as the case may be, to own its

property and to conduct its business as described in the Disclosure Package and the Prospectus and is duly qualified or licensed to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing would not have a Material Adverse Effect; all of the issued shares of capital stock of each Subsidiary have been duly and validly authorized and issued, are fully paid and non-assessable and are owned, except as disclosed in the Disclosure Package and the Prospectus, directly or indirectly by the Company, free and clear of all liens, encumbrances, equities or claims; except as disclosed in the Disclosure Package and the Prospectus, no Subsidiary is prohibited or restricted, directly or indirectly, from paying dividends to the Company, or from making any other distribution with respect to such Subsidiary&r squo;s capital stock or from repaying to the Company or any other Subsidiary any amounts which may from time to time become due under any loans or advances to such Subsidiary from the Company or such other Subsidiary, or from transferring any such Subsidiary’s property or asset to the Company or to any other Subsidiary.

              (j)                 This Agreement has been duly authorized, executed and delivered by the Company and the Partnership and is a legal, valid and binding agreement of the Company and the Partnership enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar law’s affecting creditor’s rights generally and by general equitable principles.

              (k)               The authorized and outstanding capitalization of the Company is as set forth under the heading “Actual Consolidated” in the section captioned “Capitalization” of each of the Disclosure Package and the Prospectus, and the Company shall have an authorized and outstanding capitalization as set forth under the heading “Pro Forma Consolidated” in the section captioned “Capitalization” of the Disclosure Package and the Prospectus. 

              (l)                 All of the outstanding shares of beneficial interest of the Company and all of the outstanding shares of capital stock or other than equity interests of each of the Subsidiaries have been duly and validly authorized and issued and are fully paid and non-assessable, and, except as disclosed in each Preliminary Prospectus, the Prospectus and the Disclosure Package, all of the outstanding shares of capital stock or other than equity interests of each of the Subsidiaries are directly or indirectly owned of record and beneficially by the Company or the Partnership.  Except as disclosed in each Preliminary Prospectus, the Prospectus and the Disclosure Package, there are no outstanding (i) securities or obligations of the Company or any of the Subsidiaries convertible into or exchangeable for an y beneficial interest of the Company or any capital stock or other than equity interests of any Subsidiary, (ii) warrants, rights or options to subscribe for or purchase from the Company or any such Subsidiary, any such beneficial interest, capital stock or other equity interests or any such convertible or exchangeable securities or obligations, or (iii) obligations of the Company or any such Subsidiary to issue any shares of beneficial interest, capital stock or other equity interests or any such convertible or exchangeable securities or obligation, or any such warrants, rights or options.

              (m)             Each of the Company and the Subsidiaries are in compliance with all governmental rules and regulations necessary to conduct their respective businesses as now

operated, except when failure thereof would not result in a Material Adverse Effect and have not received any notice of changes in existing governmental rules or regulations that, if modified adversely to the Company and the Subsidiaries, would have a Material Adverse Effect.

              (n)               The Shares have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid and non‑assessable, will have been issued in compliance with all applicable state, federal and foreign securities laws, free and clear of any pledge, lien, encumbrance, security interest or other claim, and the issuance of such Shares will not be subject to any preemptive or similar rights arising by operation of law, under the organizational documents of the Company or under any agreement to which the Company or any Subsidiary is a party or otherwise.

              (o)               Neither the Company nor any Subsidiary is in violation of their respective organizational documents (including, without limitation, partnership agreement, declaration of trust, articles or certificate of incorporation, articles of formation, charter, operating agreement, bylaws or other organizational documents) (“Organizational Documents”).  Neither the Company nor any Subsidiary is in breach of or default in, nor to the knowledge of the Company and the Partnership has any event occurred which with notice, lapse of time, or both would constitute a breach of or default in, the performance or observance by the Company or any Subsidiary, as the case may be, of any obligation, agreement, contract, franchise, covenant or condition contained in any license, indenture, mortgage, deed of trust , loan or credit agreement, lease or other agreement or instrument to which the Company or any Subsidiary is a party or by which any of them or their respective properties is bound, except for such breaches or defaults that, individually or in the aggregate, would not have a Material Adverse Effect.

              (p)               Except as disclosed in the Registration Statement, the Disclosure Package and the Prospectus, there are no persons with registration or other similar rights to have any equity or debt securities, including securities which are convertible into or exchangeable for equity securities, registered pursuant to the Registration Statement or otherwise registered by the Company under the Securities Act; and no person has a right of participation or first refusal with respect to the sale of the Shares by the Company.

              (q)               The issuance of the Units to the Company in exchange for contribution of proceeds from the sale of the Shares described in the Disclosure Package and the Prospectus has been duly authorized by the Partnership, and when issued and duly delivered against payment therefor, will be validly issued, fully paid and nonassessable, free and clear of any pledge, lien, encumbrance, security interest or other claim created by or known to the Company or the Partnership; and the issuance of Units by the Partnership is not subject to preemptive or other similar rights arising by operation of law under the organizational documents of the Partnership or under any agreement to which the Partnership is a party.

              (r)                 Neither the execution, delivery by the Company or the Partnership of, nor the performance by the Company or the Partnership of their obligations under this Agreement, the issuance, sale and delivery by the Company of the Shares and consummation of the transactions contemplated herein, do nor will conflict with, contravene, result in a breach or

violation of, or imposition of any lien, charge or encumbrance upon any assets of the Company or any of its subsidiaries pursuant to, or constitute a default under (i) any statute, law, rule, regulation, judgment, order or decree of any governmental body, regulatory or administrative agency or court having jurisdiction over the Company or any subsidiary; (ii) the Organizational Documents of the Company or the respective Organizational Documents of any of the Subsidiaries; or (iii) any contract, agreement, obligation, franchise, license, indenture, mortgage, deed of trust, loan or credit agreement, lease or other agreement or instrument to which the Company or any of the Subsidiaries (or any of their respective assets) is subject or bound or affected except in the cases of clause (iii), for such conflicts, breaches or defaults that individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

              (s)                No approval, authorization, consent or order of or filing with any federal, state, local or foreign governmental or regulatory commission, board, body, authority or agency, or of or with any self-regulatory organization or other non-governmental regulatory authority (including, without limitation, the NASDAQ), or approval of the Company’s shareholders, is required in connection with the Company’s or the Partnership’s execution, delivery and performance of this Agreement, the issuance and sale of the Shares or the consummation of the transactions contemplated hereby, other than (i) such approvals as have been obtained, or will have been obtained at the Closing Date or the relevant Option Closing Date, as the case may be, under the Securities Act and the Securi ties Exchange Act of 1934, as amended (the “Exchange Act”), (ii) such approvals as have been obtained in connection with the approval of the listing of the Shares on the NASDAQ, (iii) any necessary qualification under the securities or Blue Sky laws of the various jurisdictions in which the Shares are being offered by the Underwriters and (iv) under the FINRA Conduct Rules.

              (t)                 There are no actions, suits, claims, investigations or proceedings pending or, to the Company’s knowledge, threatened or contemplated to which the Company or any of the Subsidiaries, any of their respective trustees, directors or officers, any Property with respect to the Properties is or would be a party or of which any of their respective properties is or would be subject at law or in equity, before or by any federal, state, local or foreign governmental or regulatory commission, board, body, authority or agency, or before or by any self-regulatory organization or other non-governmental regulatory authority (including, without limitation, the NASDAQ) (i) other than any such action, suit, claim, investigation or proceeding accurately described in the Disclosure Package and the Prospectus or which, if resolved adversely to the Company or any of its subsidiaries, would not, individually or in the aggregate, have a Material Adverse Effect.  There are no statutes, regulations, contracts or other documents that are required to be described in the Registration Statement, the Disclosure Package or the Prospectus or to be filed as exhibits to the Registration Statement that are not described or filed as required by the Securities Act and the Securities Act Regulations.

              (u)               Neither the Company nor any Subsidiary is, and after giving effect to the offering and sale of the Shares and the application of the proceeds thereof as described in the Disclosure Package and the Prospectus will not be, required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.

              (v)               Deloitte & Touche LLP, which has audited certain financial statements of the Company and has expressed its opinion in reports with respect to the consolidated financial statements of the Company filed with the Commission as part of the Registration Statement, Disclosure Package and Prospectus, are, and were during the periods covered by its respective reports, independent public accountants with respect to the Company as required by the Securities Act and the Securities Act Regulations and are registered with the Public Company Accounting Oversight Board.

              (w)             The consolidated financial statements included in the Registration Statement, the Disclosure Package and the Prospectus, together with the related notes and schedules, present fairly the consolidated financial position of the Company and the Subsidiaries to which such financial statements relate as of the dates indicated and the consolidated results of operations, cash flows and changes in shareholders’ equity of the respective entities to which such financial statements relate for the periods specified and have been prepared in compliance with the requirements of the Securities Act and Exchange Act and in conformity with U.S. generally accepted accounting principles applied on a consistent basis during the periods involved and in accordance with Regulation S‑X promulgated by the Commission; the financial stat ement schedules included in the Registration Statement and the amounts in both the Prospectus and the Disclosure Package under the captions “Prospectus Supplement Summary - Summary Consolidated Financial and Other Data” fairly present the information shown therein and have been compiled on a basis consistent with the financial statements included in each of the Registration Statement, the Prospectus or the Disclosure Package; all pro forma financial statements or data included in the Registration Statement, the Disclosure Package and the Prospectus, if any, comply with the requirements of the Securities Act and the Exchange Act, and the assumptions used in the preparation of such pro forma financial statements and data are reasonable, the pro forma adjustments used therein are appropriate to give effect to the transactions or circumstances described therein and the pro forma adjustments have been properly applied to the historical amounts in the compilation of those statements and data; the other financial and statistical data contained in the Registration Statement, the Disclosure Package and the Prospectus are accurately and fairly presented and prepared on a basis consistent with the financial statements and books and records of the Company; there are no financial statements (historical or pro forma) that are required to be included in the Registration Statement, the Disclosure Package or the Prospectus that are not included or as required; the Company and its subsidiaries do not have any material liabilities or obligations, direct or contingent (including any off‑balance sheet obligations), not described in the Disclosure Package and the Prospectus; and all disclosures contained in the Disclosure Package and the Prospectus regarding “non‑GAAP financial measures” (as such term is defined by the rules and regulations of the Commission), if any, comply with Regulation G under the Exchange Act and Item 10 of Regulation S‑K under the Securities Act, to the exte nt applicable.

              (x)               All statistical or market-related data included in the Disclosure Package, the Prospectus and the Permitted Free Writing Prospectuses are based on or derived from sources that the Company reasonably believes to be reliable and accurate, and the Company has obtained the written consent to the use of such data from such sources to the extent required.  Each “forward-looking statement” (within the meaning of Section 27A of the Securities Act or

Section 21E of the Exchange Act) contained in the Registration Statement, the Disclosure Package, the Prospectus and the Permitted Free Writing Prospectuses has been made or reaffirmed with a reasonable basis and in good faith.

              (y)               Except as otherwise disclosed in both the Prospectus and the Disclosure Package or in the Phase I or Phase II Environmental Audits previously delivered to Baird or its counsel (the “Audits”), (i) none of the Partnership, the Company, any of the Subsidiaries nor, to the knowledge of the Partnership and the Company, any other owners of the property at any time or any other party has at any time, handled, stored, treated, transported, manufactured, spilled, leaked, discharged, dumped, transferred or otherwise disposed of or dealt with, Hazardous Materials (as hereinafter defined) on, to or from the Properties, other than by any such action taken in compliance with all applicable Environmental Statutes (as hereinafter defined) and other than any such actions that, individually or in the aggre gate, would not have a Material Adverse Effect; (ii) the Partnership and the Company do not intend to use the Properties, or any subsequently acquired properties, for the purpose of handling, storing, treating, transporting, manufacturing, spilling, leaking, discharging, dumping, transferring or otherwise disposing of or dealing with Hazardous Materials other than by any such action taken in compliance with all applicable Environmental Statues; (iii) none of the Partnership, the Company, nor any of the Subsidiaries knows of any material seepage, leak, discharge, release, emission, spill, or dumping of Hazardous Materials into waters on or adjacent to the Properties or any other real property owned or occupied by any such party, or onto lands from which Hazardous Materials might seep, flow or drain into such waters that individually or in the aggregate would have a Material Adverse Effect; (iv) none of the Partnership, the Company, nor any of the Subsidiaries has received any notice of, or has any knowledge o f any occurrence or circumstance which, with notice or passage of time or both, would give rise to a material claim under or pursuant to any federal, state or local environmental statute or regulation or under common law, pertaining to Hazardous Materials on or originating from any of the Properties or any assets described in both the Prospectus and the Disclosure Package, or arising out of the conduct of any such party, including without limitation a claim under or pursuant to any Environmental Statute (hereinafter defined the effect of which would result in a Material Adverse Effect); and (v) the Properties are not included or, to the best of the Partnership’s and the Company’s knowledge, proposed for inclusion on the National Priorities List issued pursuant to CERCLA (as hereinafter defined) by the United States Environmental Protection Agency (the “EPA”) or, to the best of the Partnership’s and the Company’s knowledge, proposed for inclusion on any similar list or inventory issued pursuant to any other Environmental Statute or issued by any other Governmental Authority (as hereinafter defined).

              As used herein, “Hazardous Material” shall include, without limitation any flammable explosives, radioactive materials, hazardous materials, hazardous wastes, toxic substances, or related materials, asbestos or any hazardous material as defined by any federal, state or local environmental law, ordinance, rule or regulation including without limitation the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended, 42 U.S.C. Sections 9601-9675 (“CERCLA”), the Hazardous Materials Transportation Act, as amended, 49 U.S.C. Sections 1801-1819, the Resource Conservation and Recovery Act, as amended, 42 U.S.C. Sections 6901-6992K, the Emergency Planning and Community Right-to-

Know Act of 1986, 42 U.S.C. Sections 11001-11050, the Toxic Substances Control Act, 15 U.S.C. Sections 2601-2671, the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. Sections 136-136y, the Clean Air Act, 42 U.S.C. Sections 7401-7642, the Clean Water Act (Federal Water Pollution Control Act), 33 U.S.C. Sections 1251-1387, the Safe Drinking Water Act, 42 U.S.C. Sections 300f-300j‑26, and the Occupational Safety and Health Act, 29 U.S.C. Sections 651-678, as any of the above statutes may be amended from time to time, and in the regulations promulgated pursuant to each of the foregoing (individually, an “Environmental Statute”) or by any federal, state or local governmental authority having or claiming jurisdiction over the properties and assets described in the Prospectus (a “Governmental Authority”).  To the knowledge of the Company, there are no material costs or liabilities associated with the Properties pursuant to any Environmental Statute (including, without limitation, any capital or operating expenditures required for clean‑up, closure of properties or compliance with any Environmental Statute or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties).  To the knowledge of the Company, none of the entities that prepared Phase I or other environmental assessments with respect to any Property, was employed for such purpose on a contingent basis or has any substantial interest in the Company or any of the Subsidiaries, and none of their trustees, directors, officers or employees is connected with the Company or any of the Subsidiaries as a promoter, selling agent, officer, director or employee of the Company or the Subsidiaries.

              (z)                None of the Company, the Partnership or any Subsidiary, with respect to the Properties is in violation of or has received notice of any violation with respect to any U.S. federal or state law relating to discrimination in the hiring, termination, promotion, terms or conditions of employment or pay of employees, nor any applicable U.S. federal or state wages and hours law which could reasonably be expected to have a Material Adverse Effect.

              (aa)            Any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) established or maintained by the Company, the Subsidiaries or their “ERISA Affiliates” (as defined below) or to which the Company, the Subsidiaries or their ERISA Affiliates contribute or are required to contribute are in compliance in all material respects with ERISA; “ERISA Affiliate” means any trade or business, whether or not incorporated, which with the Company or a Subsidiary is treated as a single employer under Section 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder (the “Code&rdqu o;); no such employee benefit plan is subject to Section 412 of the Code, Section 302 of ERISA or Title IV of ERISA; all contributions required to have been made under each such employee benefit plan have been made on a timely basis; there has been no “prohibited transaction” (as defined in Section 4975 of the Code or Section 406 or 407 of ERISA) for which the Company, the Subsidiaries or their ERISA Affiliates have any material liability; and each such employee benefit plan that is intended to be qualified under Section 401(a) of the Code is so qualified and to the knowledge of the Company, nothing has occurred, whether by action or failure to act, which could reasonably be expected to cause the loss of such qualification, in each case, except as disclosed in the Registration Statement, Disclosure Package and the Prospectus.

              (bb)           Neither the Company nor any of the Subsidiaries nor, to the knowledge of the Company any officer, director, manager or agent purporting to act on behalf of the Company or any of the Subsidiaries has at any time (i) made any contributions to any candidate for political office, or failed to disclose fully any such contributions, in violation of law, (ii) made any payment to any U.S. federal, state, local or foreign governmental officer or official, or other person charged with similar public or quasi-public duties, other than payments required or allowed by applicable law and the Company’s Code of Business Conduct, or (iii) engaged in any transactions, maintained any bank account or used any corporate funds except for transactions, bank accounts and funds which have been and are reflected in the normally maintained books and rec ords of the Company and the Subsidiaries.

              (cc)            Except as otherwise disclosed in the Registration Statement, Disclosure Package and Prospectus, there are no outstanding loans or advances or material guarantees of indebtedness by the Company or any of the Subsidiaries to or for the benefit of any of the officers, trustees or directors of the Company or any of the Subsidiaries or any of the members of the families of any of them.

              (dd)          There is and has been no failure on the part of the Company or any of the Company’s trustees or officers, in their capacities as such, to comply with any provision of the Sarbanes Oxley Act of 2002, as amended, and the rules and regulations promulgated by the Commission thereunder (the “Sarbanes-Oxley Act”), including Section 402 related to loans and Sections 302 and 906 related to certifications, to the extent such provisions are applicable to the Company.

              (ee)            The operations of the Company and its Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its Subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

              (ff)             Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any director, officer, agent, employee or affiliate of the Company or any of its Subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and the Company will not directly or indirectly use the proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC.

              (gg)           Except as disclosed in the Registration Statement, Disclosure Package and the Prospectus, the Company (i) does not have any material lending or other relationship with

any bank or lending affiliate of any Underwriter and (ii) does not intend to use any of the proceeds from the sale of the Shares hereunder to repay any outstanding debt owed to any affiliate of any Underwriter.

              (hh)           All securities issued by the Company, any of the Subsidiaries or any entity established by the Company or any Subsidiary, have been issued and sold in compliance with (i) all applicable federal and state securities laws, (ii) the laws of the applicable jurisdiction of incorporation or formation of the issuing entity, and (iii) to the extent applicable to the issuing entity, the requirements of the NASDAQ.

              (ii)               Subsequent to the respective dates as of which information is given in each of the Registration Statement, the Disclosure Package and the Prospectus, (i) there has not occurred any Material Adverse Change, or any development involving a prospective Material Adverse Change, in the assets, business, condition (financial or otherwise), management, operations or earnings of the Company and the Subsidiaries, taken as a whole, whether or not arising in the ordinary course of business; any transaction that is material to the Company and the Subsidiaries taken as a whole, agreed to or entered into by the Company or any of the Subsidiaries except a transaction entered into in the ordinary course of business; (ii) the Company and the Subsidiaries have not incurred any material liability or obliga tion, direct or contingent, nor entered into any material transaction; (iii) the Company has not purchased any of its outstanding shares of beneficial interest, nor declared, paid or otherwise made any dividend or distribution of any kind on its shares of beneficial interest other than ordinary and customary dividends; and (iv) there has not been any material change in the capital stock, short-term debt or long-term debt of the Company and the Subsidiaries, except in each case as described in each of the Registration Statement, the Disclosure Package and the Prospectus, respectively.

              (jj)               The Company and the Subsidiaries have good and marketable title in fee simple to, or a valid leasehold interest in, all real property and good and marketable title to all personal property owned or leased by them which is material to the business of the Company and the Subsidiaries, and good title to all personal property owned in each case free and clear of all liens, encumbrances, security interests, pledges, charges, encroachments, restrictions, mortgages and other defects except such as are described in the Disclosure Package and the Prospectus and any real property improvements, equipment and personal property held under lease by the Company and any Subsidiary are (or will be) held by them under valid, subsisting and enforceable leases, in each case, with such exceptions as are not material and do not in terfere with the use made and proposed to be made of such property and buildings by the Company and any Subsidiary; the Company or a Subsidiary has an owner’s or leasehold title insurance policy, from a title insurance company licensed to issue such policy, on each property described in the Registration Statement, Disclosure Package and Prospectus as being owned or leased, as the case may be, by the Company or a Subsidiary, that insures the Company’s or the Subsidiary’s fee simple or leasehold interest, as the case may be, in such real property, which policies include only commercially reasonable exceptions, and with coverages in amounts at least equal to amounts that are generally deemed in the Company’s industry to be commercially reasonable in the markets where the Company’s properties are located.

              (kk)           To the knowledge of the Company, all real property owned or leased by the Company or any Subsidiary, whether owned in fee simple or through a joint venture or other partnership, including the Properties is free of any material structural defects and all building systems contained therein are in reasonable working order in all material respects, subject to ordinary wear and tear or, in each instance, the Company or any Subsidiary, as the case may be, has created an adequate reserve or capital budget to effect reasonably required repairs, maintenance and capital expenditures; to the knowledge of the Company, water, storm water, sanitary sewer, electricity and telephone service are all available at the property lines of each property over duly dedicated streets or perpetual easements of record benefiting such property; except as descri bed in the Disclosure Package and the Prospectus; to the knowledge of the Company, there is no pending or threatened special assessment, tax reduction proceeding or other action that could have a Material Adverse Effect.

              (ll)               Each of the properties listed in the Disclosure Package and the Prospectus as a property with respect to which the Company or one of the Subsidiaries has a leasehold interest is the subject of a lease that has been entered into by, or assigned to, the Company or a Subsidiary pursuant duly and validly authorized, executed and delivered by or on behalf of the Company and the Partnership, and to the knowledge of the Company, by each of the other parties thereto and each such lease constitutes a valid and binding agreement of the parties thereto, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by general principles of equity.

              (mm)       To the knowledge of the Company, each of the Properties comply with all applicable zoning laws, ordinances, regulations and deed restrictions or other covenants in all material respects or, if and to the extent there is a failure to comply, such failure does not materially impair the value of any of the Properties and will not result in a forfeiture or reversion of title; to the knowledge of the Company, there is no pending or threatened condemnation, zoning change, or other similar proceeding or action that will in any material respect affect the size of use of, improvements on, construction on or access to any of the Properties, all liens, charges, encumbrances, claims, or restrictions on or affecting the properties and assets (including the Properties) of any of the Subsidiaries that are required by Form S‑3 under the Securities Act to be des cribed in the Disclosure Package and the Prospectus (or the Preliminary Prospectus) are disclosed therein; to the knowledge of the Company, no lessee, licensee, concessionaire or vendor of any portion of any of the Properties is in default under any of the leases or licenses governing such properties and there is no event which, but for the passage of time or the giving of notice or both could constitute a default under any of such leases or licenses, except such defaults that could not reasonably be expected to have a Material Adverse Effect; except as disclosed in the Registration Statement, the Disclosure Package and the Prospectus, no person has an option or right of first refusal to purchase all or any part of any Property or any interest therein.

              (nn)           Each of the Company and the Subsidiaries, and, to the knowledge of the Company, owns or possesses all inventions, patent applications, patents, trademarks (both registered and unregistered), adequate and sufficient licenses or other rights to use all patents,

trade names, trade marks, service marks, service names, copyrights, domain names, software and design licenses, approvals, manufacturing processes, trade secrets, other intangible property rights, know-how and other proprietary information (collectively, the “Intellectual Property”) necessary to entitle the Company and each Subsidiary to conduct its business as described in the Registration Statement, the Disclosure Package and the Prospectus, and the Company and the Subsidiaries are unaware of any claim to the contrary or any challenge by any other person to the rights of the Company or any of the Subsidiaries with respect to the Intellectual Property.  To the Company’s knowledge, neither the Company nor any of the Subsidiaries has infringed or is infringing the intellectual property of a third party, and neither the Company nor the Subsidiaries nor any of its subsidiaries has received notice of a claim by a third party to the contrary. 

              (oo)           No material labor dispute with the employees of the Company or any of its subsidiaries, exists, except as described in the Disclosure Package and Prospectus, or, to the knowledge of the Company, is imminent; and the Company is not aware of any existing, threatened or imminent labor disturbance by the employees of any of its principal suppliers, manufacturers or contractors that could have a Material Adverse Effect. 

              (pp)           The Company and each of the Subsidiaries is insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which they are engaged; the Company and the Subsidiaries are in compliance with the terms of such policies and instruments in all material respects; and there are no claims by the Company or any of the Subsidiaries under any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause; neither the Company nor any of the Subsidiaries has been refused any insurance coverage sought or applied for; and neither the Company nor any of the Subsidiaries has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage exp ires or to obtain similar coverage from similar insurers as may be necessary to continue its business.

              (qq)           Each of the Company and the Subsidiaries, has all necessary licenses, permits, authorizations, consents and approvals, possess valid and current certificates, has made all necessary filings required under any federal, state, local or foreign law, regulation or rule, and has obtained all necessary authorizations, consents and approvals from other persons, required in order to conduct their respective businesses as described in both the Prospectus and the Disclosure Package, except to the extent that any failure to have any such licenses, authorizations, consents or approvals, to make any such filings or to obtain any such authorizations, consents or approvals, individually or in the aggregate, would not have, a Material Adverse Effect; neither the Company nor any of the Subsidiaries, nor any Property is required by any applicable law to obtain accreditation or certification from any governmental agency or authority in order to provide the products and services which it currently provides or which it proposes to provide as set forth in both the Prospectus and the Disclosure Package; neither the Company nor any of the Subsidiaries nor any Property is in violation of, in default under, or has received any notice regarding a possible violation, default or revocation of any such certificate, license, permit, authorization, consent or approval or any federal, state, local or foreign law, regulation or rule or any decree, order or judgment applicable to the Company or

any of the Subsidiaries or any Property except to the extent any default, violation or revocation would not, individually or in the aggregate, have a Material Adverse Effect and no such license, authorization, consent or approval contains a materially burdensome restriction that is not adequately disclosed in each of the Registration Statement, the Prospectus and the Disclosure Package.

              (rr)              The Company maintains “internal control over financial reporting” (as defined in Rules 13a‑15 and 15d‑15 under the Exchange Act) in compliance with the requirements of the Exchange Act.  The Company’s internal control over financial reporting has been designed by the Company’s principal executive officer and principal financial officer, or under their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and is effective in performing the functions for which it was established.  Except as described in the Disclosure Package and the Prospectus, since the end of the Company’s most recent audited fiscal year, there has been (i) no significant deficiency or material weakness in the design or operation of the Company’s internal control over financial reporting (whether or not remediated) which is reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information, and (ii) no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

              (ss)             The Company maintains “disclosure controls and procedures” (as such term is defined in Rules 13a‑15 and 15d‑15 under the Exchange Act); such disclosure controls and procedures are designed to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to the Company’s Chief Executive Officer and Chief Financial Officer by others within those entities, and such disclosure controls and procedures are effective in performing the functions for which they were established; the principal executive officers (or their equivalents) and principal financial officers (or their equivalents) of the Company have made all certifications required by the Sarbanes-Oxley Act, and the statements made in each such certification are accura te; the Company, the Subsidiaries and their trustees, directors and officers are each in compliance in all material respects with the applicable provisions of the Sarbanes-Oxley Act.

              (tt)              Neither the Company nor any of the Subsidiaries has sent or received any communication regarding termination of, or intent not to renew, any of the contracts or agreements referred to or described in the Disclosure Package or the Prospectus, or referred to or described in, or filed as an exhibit to, the Registration Statement, and no such termination or non-renewal has been threatened by the Company or any of the Subsidiaries or, to the Company’s knowledge, any other party to any such contract or agreement which termination or non-renewal would have a Material Adverse Effect.

Each of the Company and the Subsidiaries has filed on a timely basis (including in accordance with any applicable extensions) all federal, state, local and foreign tax returns required to be filed through the date hereof or has properly requested extensions thereof and all such returns are true and correct except with respect to the treatment of interest on the Company’s federal income tax

returns for its 2006 and prior taxable years.  Correct treatment of interest for such taxable years would not cause the Company to fail to qualify as a REIT for such taxable years.   Each of the Company and the Subsidiaries has paid all taxes shown as due thereon; no material tax deficiency has been asserted against any such entity, nor does any such entity know of any tax deficiency which is likely to be asserted against any such entity; all such tax liabilities are adequately provided for on the respective books of such entities and, since the date of the most recent audited financial statements, neither the Company nor any Subsidiary has incurred any liability for taxes other than in the ordinary course of its business; and there is no tax lien, whether imposed by any federal, state, local, foreign or other taxing authority, outstanding against the assets, properties or business of the Company or any Subsidiary (other than with respect to ad valorem taxes that are no t yet due and payable). 

              (uu)           Neither the Company nor any of the Subsidiaries nor, to the knowledge of the Company, any trustee, director, officer, agent, employee or affiliate of the Company or any of the Subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder; and the Company and the Subsidiaries have instituted and maintain policies and procedures designed to ensure continued compliance therewith, including without limitation a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization, (ii) transactions are recorded as necessary to permit preparation of financial sta tements in conformity with generally accepted accounting principles and to maintain accountability for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

              (vv)           Except as described in the Disclosure Package and the Prospectus, the Company has not sold, issued or distributed any Common Shares during the six-month period preceding the date hereof, including any sales pursuant to Rule 144A under, or Regulation D or S of, the Securities Act, other than shares issued pursuant to employee benefit plans, qualified stock option plans or other employee compensation plans or pursuant to outstanding options, rights or warrants.

              (ww)       Neither the Company nor any of the Subsidiaries nor any of their respective trustees, directors, officers, affiliates or controlling persons has taken, directly or indirectly, any action designed, or which has constituted or might reasonably be expected to cause or result in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares.

              (xx)           Except as disclosed in the Registration Statement, the Disclosure Package and the Prospectus, there are no transfer taxes or other similar fees or charges under federal law or the laws of any state or any political subdivision thereof, required to be paid in connection with the execution and delivery of this Agreement or the issuance or sale by the Company of the Shares.

              (yy)           The Shares have been registered pursuant to Section 12(b) of the Exchange Act and the Shares have been approved for quotation on the NASDAQ, subject only to official notice of issuance.

              (zz)            Neither the Company nor any of its affiliates (i) is required to register as a “broker” or “dealer” in accordance with the provisions of the Exchange Act, or (ii) directly, or indirectly through one or more intermediaries, controls or has any other association with (within the meaning of Article I of the By‑laws of the Financial Industry Regulatory Authority (the “FINRA”)) any member firm of the FINRA.

              (aaa)         The Company nor the Partnership has not relied upon the Underwriters or legal counsel for the Underwriters for any legal, tax or accounting advice in connection with the offering and sale of the Shares.

              (bbb)       The form of certificate used to evidence the Common Shares complies in all material respects with all applicable statutory requirements, with any applicable requirements of the Organizational Documents of the Company and the requirements of the NASDAQ.

              (ccc)         The mortgages and deeds of trust encumbering the Properties are not convertible into equity interests in the property nor will the Company or the Partnership hold a participating interest therein and such mortgages and deeds of trust are not cross-defaulted or cross collateralized to any property not to be owned directly or indirectly by the Company or the Partnership.

              (ddd)      In connection with the offering of the Shares, the Company has not offered and will not offer its Common Shares or any other securities convertible into or exchangeable or exercisable for Common Shares in a manner in violation of the Securities Act.

              (eee)         No relationship, direct or indirect, exists between or among the Company or any of the Subsidiaries on the one hand, and the trustees, directors, officers, shareholders, partners, customers or suppliers of the Company or any of the Subsidiaries on the other hand, which is required by Form S‑3 under the Securities Act to be described in the Registration Statement, the Disclosure Package or the Prospectus and which is not so described.

              (fff)          The Company qualified to be taxed as a real estate investment trust pursuant to Sections 856 through 860 of the Internal Revenue Code of 1986, as amended, including the regulations and published interpretations thereunder (the “Code”) for its taxable years ended April 30, 1971 through April 30, 2007, and the current and proposed method of operation of the Company and the Subsidiaries as described in the Disclosure Package and the Prospectus will enable the Company to meet the requirements for qualification and taxation as a real estate investment trust under the Code for its taxable years ending April 30, 2008 and thereafter; the Partnership is treated as a partnership for federal income tax purposes and is not treated as a corporation or association or publicly traded partnership; the Company intends to continue to qualify a s a real estate investment trust under the Code for all subsequent years; and

no event has occurred that could cause the Company to fail to qualify as a real estate investment trust under the Code for the taxable year ending April 30, 2008 or at any time thereafter.

              (ggg)       The factual description of, and the assumptions and representations regarding, the Company’s organization and current and proposed method of operation set forth in the Disclosure Package and Prospectus under the headings “Additional Federal Income Tax Considerations” and “Certain Tax Considerations” accurately and completely summarize the matters referred to therein.

(hhh)       Neither the Company, any of its Subsidiaries, nor any Property has sustained, since the date of the Preliminary Prospectus, any material loss or interference with its business from fire, explosion, flood, hurricane, accident or other calamity, whether or not covered by insurance, or from any labor dispute or arbitrators’ or court or governmental action, order or decree, otherwise than as set forth in the Disclosure Package and Prospectus.

              (iii)             The Company is eligible to use Free Writing Prospectuses in connection with this offering pursuant to Rules 164 and 433 under the Securities Act Regulations; any Free Writing Prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act Regulations has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act and the Securities Act Regulations; and each Free Writing Prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act Regulations or that was prepared by or on behalf of or used by the Company complies or will comply in all material respects with the requirements of the Securities Act and the Securities Act Regulations.

              (jjj)             Any certificate signed by any officer of the Company, the Partnership, or any Subsidiary delivered to the Underwriters or the Underwriters’ counsel pursuant to or in connection with this Agreement shall be deemed a representation and warranty by the Company and the Partnership to each Underwriter as to the matters covered thereby.

      2.      Agreements to Sell and Purchase.  On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Company hereby agrees to issue and sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company at a price of $9.639 per share (the “Purchase Price”), the number of Firm Shares set forth on Schedule I opposite the name of such Underwriter.

              Moreover, the Company hereby agrees to issue and sell up to 900,000 Additional Shares to the Underwriters at the Purchase Price, and the Underwriters, upon the basis of the representations and warranties contained herein, but subject to the terms and conditions herein set forth, shall have the right (but not the obligation) to purchase, severally and not jointly, up to 900,000 Additional Shares at the Purchase Price provided, however that the price per share for any Additional Shares shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on such Additional Shares.  Baird may exercise this right on behalf of the Underwriters in whole or from

time to time in part by giving written notice not later than 30 days after the date of this Agreement.  Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased.  Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares or later than ten business days after the date of such notice.  Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares.  On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter, acting severally and not jointly, will purchase that proportion of the total Additional Shares then being purchased which the number of Firm Shares set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm Shares set forth in Schedule I hereto (subject to such adjustments to eliminate fractional shares as Baird may determine).