8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 5, 2006

HRPT PROPERTIES TRUST

(Exact Name of Registrant as Specified in Its Charter)

Maryland

(State or Other Jurisdiction of Incorporation)

1-9317	04-6558834
(Commission File Number)	(IRS Employer Identification No.)

400 Centre Street, Newton, Massachusetts	02458
(Address of Principal Executive Offices)	(Zip Code)

617-332-3990

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01. Other Events.

On October 5, 2006, the Company agreed to issue and sell 13,200,000 shares of 6½% Series D Cumulative Convertible Preferred Shares, $0.01 par value per share (“Series D Preferred Shares”), in a public offering. The Company expects to issue and deliver the Series D Preferred Shares on or about October 11, 2006. The price to the public in the offering will be $25 per share. The Company expects the net proceeds from the sale of these Series D Preferred Shares, after underwriting discount and other estimated expenses of the offering, will be approximately $320.2 million. The Company presently intends to use the net proceeds to repay the $310 million outstanding under its revolving credit facility and for general business purposes, including acquisitions. The Company also granted the underwriters a 30-day option to purchase up to 1,980,00,000 additional Series D Preferred Shares to cover over-allotments, if any.

The following is a summary of material terms of the Series D Preferred Shares and does not purport to be complete. This summary is subject to, and is qualified by reference to all of the terms and conditions of the Series D Preferred Shares in the related Articles Supplementary and in the Company’s Declaration of Trust. A copy of the form of the Articles Supplementary are filed as an exhibit to this report.

Holders of Series D Preferred Shares will be entitled to receive cumulative cash distributions at a rate of 6.50% per annum of the $25 per share liquidation preference (equivalent to $1.625 per year per share). Beginning on February 15, 2007, distributions on the Series D Preferred Shares will be payable quarterly in arrears on the 15th day of each February, May, August, and November or, if not a business day, the next business day. Distributions on the Series D Preferred Shares issued in the offering will be cumulative from the date of original issuance, which is expected to be October 11, 2006. The Series D Preferred Shares rank senior to the Company’s common shares and junior participating preferred shares with respect to the payment of dividends and on a parity with the Company’s Series B and Series C preferred shares.

If the Company is liquidated, dissolved or wound up, holders of the Series D Preferred Shares will have the right to receive $25 per share, plus accrued and unpaid distributions through the date of payment, before any payments are made to the holders of the Company’s common shares and any other shares of beneficial interest ranking junior to the Series D Preferred Shares as to liquidation rights. The rights of the holders of the Series D Preferred Shares to receive their liquidation preference will be subject to the proportionate rights of each other series or class of the Company’s shares ranked on a parity with the Series D Preferred Shares, including the Company’s Series B and Series C preferred shares.

Holders of Series D Preferred Shares generally have no voting rights. However, if the Company does not pay distributions on the Series D Preferred Shares for six or more quarterly periods (whether or not consecutive), the holders of the Series D Preferred Shares, voting together with the holders of any other class or series of the Company’s preferred shares which have similar voting rights, including the Series B and Series C preferred shares, will be entitled to vote for the election of two additional trustees to serve on the Company’s board of trustees until the Company pays all distributions which it owes on the preferred shares. In addition, the

affirmative vote of the holders of at least two-thirds of the Series D Preferred Shares is required for the Company to authorize, create or increase capital shares ranking senior to the Series D Preferred Shares or to amend its declaration of trust in a manner that materially and adversely affects the rights, preferences, privileges or voting powers of the Series D Preferred Shares.

The Series D Preferred Shares will not have any maturity date, and the Company is not required to redeem the Series D Preferred Shares.

Each holder of the Series D Preferred Shares will have the right, at its option, to convert all or some of its Series D Preferred Shares into common shares of beneficial interest, $0.01 par value per share, of the Company (“Common Shares”). The initial conversion rate will be 1.9231 Common Shares per $25 liquidation preference, which is equivalent to an initial conversion price of approximately $13.00 per Common Share.

On and after November 20, 2011, the Company will have the right, at its option, to convert some or all of the Series D Preferred Shares at the then applicable conversion rate. That conversion option will be exercisable only if the closing sale price of the Company’s common shares equals or exceeds the then applicable conversion price of the Series D Preferred Shares for at least 20 trading days in a period of 30 consecutive trading days (including the last trading day of such period) ending on the trading day immediately prior to the Company’s issuance of a press release announcing its exercise of such conversion option.

The conversion rate is subject to adjustment upon the occurrence of certain events, including:

• the issuance of distributions on the Company’s common shares payable in common shares;

• certain subdivisions, and combinations and reclassifications of the Company’s common shares;

• the Company’s issuance of certain rights or warrants;

• the Company’s distribution of indebtedness, non-cash assets or certain shares of beneficial interest;

• the Company distribution in any calendar quarter to its common shareholders any cash, including quarterly cash distributions, in excess of $0.21 per common share (such per share amount to be subject to adjustment in certain circumstances); and

• certain tender or exchange offers.

If the holder elects to convert its Series D Preferred Shares in connection with a “Fundamental Change” that occurs on or prior to November 15, 2011, the conversion rate for such Series D Preferred Shares may increase based on the share price of the Company’s common shares at the time of such Fundamental Change. There will be no increase if the share price is greater than $20.00 per share or less than $11.72 per share (such per share amounts to be subject to adjustment in certain circumstances).

In the event of a Fundamental Change, holders of Series D Preferred Shares will have a special right to convert some or all of their Series D Preferred Shares into a number of the Company’s common shares per $25.00 liquidation preference equal to such liquidation preference plus accrued and unpaid distributions to but not including the conversion date divided by 98% of the market price of the common shares (generally defined as the average of the closing sale prices of the Company’s common shares for the five consecutive trading days ending on the third trading day prior to such conversion date). In the event that a holder exercises that special conversion right, the Company will have the right to repurchase for cash all or any part of the Series D Preferred Shares as to which the special conversion right was exercised at a repurchase price equal to 100% of the liquidation preference of the Series D Preferred Shares to be repurchased plus accrued and unpaid distributions to, but not including, the repurchase date and, if the repurchase right is exercised, the holder will not have the special conversion right described in this paragraph.

A “Fundamental Change” generally will be deemed to occur upon the occurrence of a “change in control” or a “termination of trading”. A “change in control” generally will be deemed to occur at such time as:

• any “person” or “group” (as those terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is or becomes the “beneficial owner” (as that term is used in Rule 13d-3 under the Exchange Act), directly or indirectly, of 50% or more of the total outstanding voting power of all classes of the Company’s shares of beneficial interest entitled to vote generally in the election of trustees (the “voting share”);

• there occurs a sale, transfer, lease, conveyance or other disposition of all or substantially all of the Company’s property or assets, or of all or substantially all of the property or assets of the Company and its subsidiaries on a consolidated basis, to any “person” or “group” (as those terms are used in Sections 13(d) and 14(d) of the Exchange Act), including any group acting for the purpose of acquiring, holding, voting or disposing of securities within the meaning of Rule 13d-5(b)(1) under the Exchange Act;

• the Company consolidates with, or merges with or into, another person or any person consolidates with, or merges with or into, the Company, unless the persons that “beneficially owned,” directly or indirectly, the Company’s voting share(s) immediately prior to such consolidation or merger “beneficially owned”, directly or indirectly, immediately after such consolidation or merger, shares of the surviving or continuing corporation’s voting share representing at least a majority of the total outstanding voting power of all outstanding classes of voting share of the surviving or continuing corporation;

• the following persons cease for any reason to constitute a majority of the Company’s board of trustees:

• individuals who on the first issue date of the Series D Preferred Shares constituted the Company’s board of trustees; and

• any new trustees whose election to the Company’s board of trustees or whose nomination for election by the Company’s shareholders was approved by at least a majority of the Company’s trustees then still in office either who were trustees on such first issue date of the Series D Preferred Shares or whose election or nomination for election was previously so approved; or

• the Company is liquidated or dissolved or holders of its shares of beneficial interest approve any plan or proposal for our liquidation or dissolution.

Notwithstanding the foregoing, a transaction described in the second and third bullet points above will not constitute a change in control if at least 90% of the consideration (other than cash payments for fractional shares or pursuant to statutory appraisal rights) in such transaction consists of common shares and any associated rights traded on a U.S. national securities exchange (or which will be so traded when issued or exchanged in connection with such transaction).

A “termination of trading” is deemed to occur if the Company’s common shares (or other common shares into which the Series D Preferred Shares are then convertible) are neither listed for trading on a United States national securities exchange nor approved for trading on an established automated over-the-counter trading market in the United States.

The Fundamental Change conversion and repurchase feature summarized above may make more difficult or discourage a party from taking over the Company and removing incumbent management.

WARNING CONCERNING FORWARD LOOKING STATEMENTS

THIS CURRENT REPORT ON FORM 8-K CONTAINS FORWARD LOOKING STATEMENTS WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 AND FEDERAL SECURITIES LAWS, INCLUDING WITH RESPECT TO THE COMPANY’S ISSUANCE OF THE SERIES D PREFERRED SHARES AND THE AMOUNT AND USE OF PROCEEDS. THESE FORWARD LOOKING STATEMENTS ARE BASED UPON THE COMPANY’S PRESENT EXPECTATIONS, BUT THESE STATEMENTS AND THE IMPLICATIONS OF THESE STATEMENTS ARE NOT GUARANTEED. YOU SHOULD NOT PLACE UNDUE RELIANCE ON FORWARD LOOKING STATEMENTS.

Item 9.01. Financial Statements and Exhibits.

(d)	Exhibits.
1.1	Purchase Agreement, dated as of October 5, 2006, by and among HRPT Properties Trust and the several underwriters named therein relating to 13,200,000 6.50% Series D Cumulative Convertible Preferred Shares
3.1	Form of Articles Supplementary relating to the 6½% Series D Cumulative Convertible Preferred Shares.
4.1	Form of temporary 6½% Series D Cumulative Convertible Preferred Share Certificate.
5.1	Opinion of Venable LLP.
8.1	Opinion of Sullivan & Worcester LLP re: tax matters.
23.1	Consent of Venable LLP (contained in Exhibit 5.1).
23.2	Consent of Sullivan & Worcester LLP (contained in Exhibit 8.1).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

HRPT PROPERTIES TRUST

By:       /s/ John C. Popeo

Name: John C. Popeo
Title:   Treasurer and Chief Financial Officer
Dated: October 10, 2006

EX-1.1

Exhibit 1.1

13,200,000 Shares

HRPT PROPERTIES TRUST

(a Maryland real estate investment trust)

6.50% Series D Cumulative Convertible Preferred Shares

(Liquidation Preference $25 Per Share)

PURCHASE AGREEMENT

October 5, 2006

Merrill Lynch, Pierce, Fenner & Smith

Incorporated and

Banc of America Securities LLC

as Representatives of the several Underwriters named

in Schedule A hereto

c/o Merrill Lynch, Pierce, Fenner & Smith

Incorporated

4 World Financial Center

New York, NY 10080

Ladies and Gentlemen:

HRPT Properties Trust, a Maryland real estate investment trust (the “Company”), confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and Banc of America Securities LLC (“BAS”), and each of the other Underwriters named in Schedule A hereto (collectively, the “Underwriters”, which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch and BAS are acting as representatives (in such capacity, the “Representatives”), with respect to the issue and sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of 6.50% Series D Cumulative Convertible Preferred Shares (Liquidation Preference $25 Per Share) (the “Preferred Shares”) set forth in said Schedule A, and with respect to the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 1,980,000 additional Preferred Shares to cover overallotments, if any. The aforesaid 13,200,000 Preferred Shares (the “Initial Shares”) to be purchased by the Underwriters and all or any part of the 1,980,000 Preferred Shares subject to the option described in Section 2(b) hereof (the “Option Shares”) are hereinafter called, collectively, the “Shares”.

The Company understands that the Underwriters propose to make a public offering of the Shares as soon as the Representatives deem advisable after this Agreement has been executed and delivered.

The Company has filed with the Securities and Exchange Commission (the “Commission”) an automatic shelf registration statement on Form S-3 (No. 333-135110),

including the related prospectus, which registration statement became effective upon filing under Rule 462(e) of the rules and regulations of the Commission (the “1933 Act Regulations”) under the Securities Act of 1933, as amended (the “1933 Act”). Such registration statement covers the registration of the Shares under the 1933 Act. Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430B (“Rule 430B”) of the 1933 Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the 1933 Act Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used in connection with the offering of the Shares that omitted Rule 430B Information is herein called a “preliminary prospectus.” Such registration statement, at any given time, including the amendments thereto to such time, the exhibits and any schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at such time and the documents otherwise deemed to be a part thereof or included therein by 1933 Act Regulations, is herein called the “Registration Statement.” The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The final prospectus in the form first furnished to the Underwriters for use in connection with the offering of the Shares, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at the time of the execution of this Agreement and any preliminary prospectuses that form a part thereof, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (“EDGAR”).

All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by 1933 Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934 (the “1934 Act”) which is incorporated by reference in or otherwise deemed by 1933 Act Regulations to be a part of or included in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be.

Section 1. Representations and Warranties.

(a)The Company represents and warrants to each Underwriter as of the date hereof, the Applicable Time referred to in Section 1(a)(i) hereof and as of the Closing Time referred to in Section 2(c) hereof, and agrees with each Underwriter, as follows:

(i)(A) At the time of filing the Original Registration Statement, (B) at the time of the most recent amendment thereto, if any, for the purposes of complying with Section 10(a)(3) of the 1933 Act (whether such amendment was by post-effective amendment,

2

incorporated report filed pursuant to Section 13 or 15(d) of the 1934 Act or form of prospectus), (C) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) of the 1933 Act Regulations) made any offer relating to the Shares in reliance on the exemption of Rule 163 of the 1933 Act Regulations and (D) at the date hereof, the Company was and is a “well-known seasoned issuer” as defined in Rule 405 of the 1933 Act Regulations (“Rule 405”), including not having been and not being an “ineligible issuer” as defined in Rule 405. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405, and the Shares, since their registration on the Registration Statement, have been and remain eligible for registration by the Company on a Rule 405 “automatic shelf registration statement”. The Company has not received from the Commission any notice pursuant to Rule 401(g)(2) of the 1933 Act Regulations objecting to the use of the automatic shelf registration statement form.

At the time of filing the Original Registration Statement, at the earliest time thereafter that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) of the 1933 Act Regulations) of the Shares and at the date hereof, the Company was not and is not an “ineligible issuer,” as defined in Rule 405.

(ii)The Original Registration Statement became effective upon filing under Rule 462(e) of the 1933 Act Regulations (“Rule 462(e)”) on June 19, 2006, and any post-effective amendment thereto also became effective upon filing under Rule 462(e). No stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with.

Any offer that is a written communication relating to the Shares made prior to the filing of the Original Registration Statement by the Company or any person acting on its behalf (within the meaning, for this paragraph only, of Rule 163(c) of the 1933 Act Regulations) has been filed with the Commission in accordance with the exemption provided by Rule 163 of the 1933 Act Regulations (“Rule 163”) and otherwise complied with the requirements of Rule 163, including without limitation the legending requirement, to qualify such offer for the exemption from Section 5(c) of the 1933 Act provided by Rule 163.

At the respective times the Original Registration Statement and any amendment thereto became effective, at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act Regulations and at the Closing Time, the Registration Statement complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations, and did not and 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.

Neither the Prospectus nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued and at the Closing

3

Time, included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Each preliminary prospectus (including the prospectus or prospectuses filed as part of the Original Registration Statement or any amendment thereto) complied when so filed in all material respects with the 1933 Act Regulations and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T.

As of the Applicable Time, the Issuer Free Writing Prospectus (as defined below) issued at or prior to the Applicable Time and the Statutory Prospectus (as defined below), all considered together (collectively, the “General Disclosure Package”) did not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

The representations and warranties in the preceding four paragraphs shall not apply to statements in or omissions from the Registration Statement or any post-effective amendment thereto or the Prospectus or any amendments or supplements thereto, or the General Disclosure Package made in reliance upon and in conformity with information furnished to the Company in writing by the Representatives expressly for use in the Registration Statement (including the prospectus filed with the Original Registration Statement) or any post-effective amendment thereto, any preliminary prospectus, the Prospectus, or any amendments or supplements thereto, or the General Disclosure Package.

As of the time of the filing of the Final Term Sheet (as defined in Section 3(c)), the General Disclosure Package, when considered together with the Final Term Sheet, will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading.

As used in this subsection and elsewhere in this Agreement:

“Applicable Time” means 8:00 a.m. (Eastern time) on October 6, 2006 or such other time as agreed by the Company and the Representatives.

“Issuer Free Writing Prospectus” means any “issuer free writing prospectus,” as defined in Rule 433 of the 1933 Act Regulations (“Rule 433”), relating to the Shares (including those identified on Schedule B hereto) that (i) is required to be filed with the Commission by the Company, (ii) is a “road show that is a written communication” within the meaning of Rule 433(d)(8)(i), whether or not required to be filed with the Commission or (iii) is exempt from filing pursuant to Rule 433(d)(5)(i) because it contains a description of the Shares or of the offering that does not reflect the final terms, in each case in the form filed or required to be filed with the Commission or, if not

4

required to be filed, in the form retained in the Company’s records pursuant to Rule 433(g).

“Statutory Prospectus” as of any time means the prospectus relating to the Shares that is included in the Registration Statement immediately prior to that time, including any document incorporated by reference therein and any preliminary or other prospectus deemed to be a part thereof.

(iii)The documents incorporated or deemed to be incorporated by reference in the Prospectus, at the time they were or hereafter are filed with the Commission, complied and will comply in all material respects with the requirements of the 1933 Act and the 1933 Act Regulations or the 1934 Act and the rules and regulations of the Commission under the 1934 Act (the “1934 Act Regulations”), as applicable, and, when read together with the other information in the Prospectus, (a) at the time the Registration Statement became effective, (b) at the earlier of the time the Prospectus was first used and the date and time of the first contract of sale of Shares in this offering and (c) at the Closing Time, did not and 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, in light of the circumstances under which they were made, not misleading.

(iv)Each Issuer Free Writing Prospectus attached to Schedule B hereto, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Shares or until any earlier date that the Company notified or notifies the Representatives as described in Section 3(f), did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus, including any document incorporated by reference therein and any preliminary or other prospectus deemed to be a part thereof that has not been superseded or modified. The foregoing sentence does not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Company by the Representatives specifically for use therein.

(v)The Company is a Maryland real estate investment trust duly organized, validly existing and in good standing under the laws of the State of Maryland. Each of its subsidiaries has been duly organized and is validly existing as a corporation, partnership, limited liability company or trust in good standing under the laws of its jurisdiction of incorporation or organization, except where the failure to be in good standing would not have a material adverse effect on the Company and its subsidiaries, taken as a whole. Each of the Company and its subsidiaries has full power and authority (corporate and other) to carry on its business as described in the Registration Statement, the General Disclosure Package and the Prospectus and to own, lease and operate its properties. Each of the Company and its subsidiaries is duly qualified and is in good standing as a foreign corporation, partnership, limited liability company or trust, as the case may be, and is authorized to do business in each jurisdiction in which the nature of its business or its ownership or leasing of property requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the Company and its subsidiaries, taken as a whole. The Articles Supplementary relating to the Preferred

5

Shares (the “Articles Supplementary”) will be in full force and effect as of the Closing Time.

(vi)The financial statements of the Company and its subsidiaries, together with the related schedules and notes thereto, included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, comply as to form in all material respects with the requirements of the 1933 Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations. Such financial statements of the Company, together with the related schedules and notes thereto, present fairly the consolidated financial position, results of operations, shareholders’ equity and changes in financial position of the Company and its subsidiaries, at the dates or for the respective periods therein specified and have been prepared in accordance with generally accepted accounting principles (“GAAP”) consistently applied throughout the periods involved. The pro forma financial statements and other pro forma financial information (including the notes thereto) included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus (i) present fairly the information shown therein, (ii) have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and (iii) have been properly compiled on the basis described therein and the assumptions used in the preparation of such pro forma financial statements and other pro forma financial information (including the notes thereto) are reasonable and the adjustments used therein are appropriate to give effect to the transactions or circumstances referred to therein. The adjusted pro forma financial statements and other adjusted pro forma financial information (including the notes thereto) included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus (i) present fairly the information shown therein and (ii) have been properly compiled on the basis described therein and the assumptions used in the preparation of such adjusted pro forma financial statements and other adjusted pro forma financial information (including the notes thereto) are reasonable and the adjustments used therein are appropriate to give effect to the transactions or circumstances referred to therein. All disclosures contained in the Registration Statement, the General Disclosure Package and the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply, in all material respects, with Regulation G of the 1934 Act and the 1934 Act Regulations and Item 10 of Regulation S-K under the 1933 Act, to the extent applicable.

(vii)The accounting firm that has certified the financial statements of the Company and its subsidiaries included or incorporated by reference in the Registration Statement, the General Disclosure Package and in the Prospectus is an independent registered public accounting firm as required by the 1933 Act, the 1933 Act Regulations the 1934 Act, the 1934 Act Regulations and the Public Company Accounting Oversight Board (United States).

(viii)All of the outstanding shares of beneficial interest of the Company have been duly authorized and are validly issued, fully paid, non-assessable (except as otherwise described in the Registration Statement) and free of preemptive or similar rights or other rights to subscribe for or to purchase securities provided for by law or by its Declaration

6

of Trust or bylaws; the Shares to be issued and sold pursuant to this Agreement have been duly authorized and, when issued and delivered to the Underwriters against payment therefor as provided hereunder, will have been validly issued and will be fully paid, non-assessable (except as otherwise described in the Registration Statement) and free of preemptive or similar rights; the Shares conform to the provisions of the Articles Supplementary; all outstanding common shares of beneficial interest (“Common Shares”), except for shares issued pursuant to the Company’s Incentive Share Award Plan and shares issued to the Company’s external manager, Reit Management & Research LLC (the “Manager”) and its affiliates, are listed on the New York Stock Exchange, Inc. (the “NYSE”) and the Company knows of no reason or set of facts which is likely to result in the delisting of such Common Shares or the inability to list the Shares; and there are no rights of holders of securities of the Company to the registration of Common Shares or other securities that would require inclusion of such Common Shares or other securities in the offering of the Shares.

(ix)Upon issuance and delivery of the Shares in accordance with this Agreement, the Shares will be convertible at the option of the holder thereof for Common Shares in accordance with the terms of the Preferred Shares and the Articles Supplementary; the Common Shares issuable upon conversion of the Preferred Shares have been duly authorized and reserved for issuance upon such conversion by all necessary trust action and such shares, when issued upon such conversion will validly issued and will be fully paid and non-assessable and free of any preemptive or similar rights.

(x) This Agreement has been duly authorized, executed and delivered by the Company.

(xi)All of the outstanding shares of beneficial interest of, or other ownership interests in, each of the Company’s subsidiaries have been duly authorized and validly issued and are fully paid and, except as to subsidiaries that are partnerships or limited liability companies, non-assessable, and, except as disclosed in the Registration Statement, the General Disclosure Package, and the Prospectus, are owned by the Company free and clear of any security interest, claim, lien, encumbrance or adverse interest of any nature.

(xii)The authorized capital of the Company, including the Preferred Shares and the Common Shares, conforms as to legal matters to the description thereof contained in the Registration Statement, the General Disclosure Package and the Prospectus (or the documents incorporated therein by reference).

(xiii)Since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus, except as otherwise disclosed therein (i) there has been no material adverse change in the business, operations, earnings, prospects, properties or condition (financial or otherwise) of the Company and its subsidiaries, taken as a whole, whether or not arising in the ordinary course of business, (ii) there have been no material transactions entered into by the Company and its subsidiaries, on a consolidated basis, other than transactions in the ordinary course of business, (iii) neither the Company nor its subsidiaries have incurred

7

any material liabilities or obligations, direct or contingent, and (iv) the Company and its subsidiaries, on a consolidated basis, have not, (A) other than regular quarterly dividends, declared, paid or made a dividend or distribution of any kind on any class of its shares of beneficial interest (other than dividends or distributions from wholly owned subsidiaries to the Company), (B) issued any shares of beneficial interest of the Company or any of its subsidiaries or any options, warrants, convertible securities or other rights to purchase the shares of beneficial interest of the Company or any of its subsidiaries (other than the issuance of Common Shares to the trustees and officers of the Company and the directors, officers and employees of the Manager, pursuant to the Company’s incentive share award plans, and the issuance of Common Shares to the Manager in payment of its incentive fee) or (C) repurchased or redeemed shares of beneficial interest, and (v) there has not been (A) any material decrease in the Company’s net worth or (B) any material increase in the short-term or long-term debt (including capitalized lease obligations but excluding borrowings under existing bank lines of credit) of the Company and its subsidiaries, on a consolidated basis.

(xiv)The Company and each of its subsidiaries maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability; (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.

(xv)Neither the Company nor any of its subsidiaries is in violation of its respective charter or by-laws or other organizational documents or in default in the performance of any obligation, agreement or condition contained in any bond, debenture, note or any other evidence of indebtedness or in any other agreement, indenture or instrument to which the Company or any of its subsidiaries is a party or by which any of their respective properties or assets may be bound or affected, except for any such violation that would not have a material adverse effect on the condition, financial or otherwise or in the earnings, business affairs or business prospects of the Company and its subsidiaries, taken as a whole. The Company is not in violation of any law, ordinance, governmental rule or regulation or court decree to which it is subject, except for any such violations that would not, individually or in the aggregate, have a material adverse effect on the business, operations, earnings, prospects, properties or condition (financial or otherwise) of the Company and its subsidiaries, taken as a whole.

(xvi)Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, there is not now pending or, to the knowledge of the Company, threatened, any litigation, action, suit or proceeding to which the Company is or will be a party before or by any court or governmental agency or body, which (A) might result in any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries, taken as a whole, or (B) might materially and adversely affect the property or assets of the Company and its subsidiaries, taken as a whole, or (C) concerns the Company and is

8

required to be disclosed in the Registration Statement or the Prospectus, or (D) could adversely affect the consummation of this Agreement and the issuance, purchase and sale of the Shares. No contract or other document is required to be described in the Registration Statement, the General Disclosure Package and the Prospectus or to be filed as an exhibit to the Registration Statement that is not described therein or filed as required.

(xvii)The execution, delivery and performance by the Company of this Agreement, the issuance, offering and sale by the Company of the Shares, the issuance of the Common Shares upon conversion of the Shares as contemplated by the Registration Statement, the General Disclosure Package and the Prospectus and the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof, will not violate or conflict with or constitute a breach of any of the terms or provisions of, or a default under, (i) the Third Amendment and Restatement of Declaration of Trust, as amended and supplemented (the “Declaration of Trust”) or the Amended and Restated By-laws, as amended of the Company or the charter or by-laws or other organizational documents of any subsidiary of the Company, (ii) any agreement, indenture or other instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or their respective properties or assets is bound, or (iii) any laws, administrative regulations or rulings or decrees to which the Company or any of its subsidiaries or their respective properties or assets may be subject.

(xviii)No consent, approval, authorization or order of, or registration, filing or qualification with, any governmental body or regulatory agency having jurisdiction over the Company or any of its subsidiaries or any of their respective properties or assets is required for the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, including, without limitation, the issuance, sale and delivery of the Shares pursuant to this Agreement, and the issuance of the Common Shares upon conversion of the Shares, except such as have been obtained or made and such as may be required under foreign and state securities or “Blue Sky” or real estate syndication laws, it being understood that the Articles Supplementary have not been filed with the State Department of Assessments and Taxation of the State of Maryland (“SDAT”) as of the date hereof, but that such document will be filed with the SDAT prior to the Closing Time.

(xix)Except as otherwise disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the Company and each of its subsidiaries have good and marketable fee or leasehold title to all real properties described in the Registration Statement, the General Disclosure Package or the Prospectus as being owned or leased by them, free and clear of all liens, claims, encumbrances and restrictions, except liens for taxes not yet due and payable and other liens, claims, encumbrances and restrictions which do not, either individually or in the aggregate, materially and adversely affect the current use or value thereof. Except as otherwise set forth in the Registration Statement, the General Disclosure Package and the Prospectus, all leases to which the Company and each of its subsidiaries is a party which are material to the business of the Company and its subsidiaries, taken as a whole, are valid and binding. Except as otherwise set forth in the Registration Statement, the General Disclosure Package and the

9

Prospectus, no default under any such lease by the Company or any subsidiary of the Company or, to the Company's knowledge, any tenant has occurred and is continuing which default would, individually or in the aggregate, have a material adverse effect on the business, operations, earnings, prospects, properties or condition (financial or otherwise) of the Company and its subsidiaries, taken as a whole. With respect to all properties owned or leased by the Company and each of its subsidiaries, the Company or such subsidiary has such documents, instruments, certificates, opinions and assurances, including without limitation, fee, leasehold owners or mortgage title insurance policies (disclosing no encumbrances or title exceptions which are material to the Company and its subsidiaries considered as a whole, except as otherwise set forth in the Registration Statement, the General Disclosure Package and the Prospectus), legal opinions and property insurance policies in each case in form and substance as are usual and customary in transactions involving the purchase of similar real estate and are appropriate for the Company or such subsidiary to have obtained.

(xx)The Company and each of its subsidiaries owns, or possesses adequate rights to use, all patents, trademarks, trade names, service marks, copyrights, licenses and other rights necessary for the conduct of their respective businesses as described in the Registration Statement, the General Disclosure Package and the Prospectus, and neither the Company nor any of its subsidiaries has received any notice of conflict with, or infringement of, the asserted rights of others with respect to any such patents, trademarks, trade names, service marks, copyrights, licenses and other such rights (other than conflicts or infringements that, if proven, would not have a material adverse effect on the business, operations, earnings, prospects, properties or condition (financial or otherwise) of the Company and its subsidiaries, taken as a whole), and neither the Company nor any of its subsidiaries knows of any basis therefor.

(xxi)All material tax returns required to be filed by the Company and each of its subsidiaries in any jurisdiction have been timely filed, other than those filings being contested in good faith, and all material taxes, including withholding taxes, penalties and interest, assessments, fees and other charges due pursuant to such returns or pursuant to any assessment received by the Company or any of its subsidiaries have been paid, other than those being contested in good faith and for which adequate reserves have been provided.

(xxii)Except as otherwise set forth in the Registration Statement, the General Disclosure Package and the Prospectus, to the Company’s knowledge, after due investigation (i) the Company and its subsidiaries have been and are in compliance in all material respects with, and neither the Company nor its subsidiaries have any liability under, applicable Environmental Laws (as hereinafter defined) except for such non-compliance or liability which is not material to the Company and its subsidiaries, taken as a whole; (ii) neither the Company nor its subsidiaries have at any time released (as such term is defined in Section 101 (22) of CERCLA (as hereinafter defined)) or otherwise disposed of or handled, Hazardous Materials (as hereinafter defined) on, to or from the real properties or other assets owned by the Company or its subsidiaries, except for such releases, disposals and handlings as would not be reasonably likely to cause the Company or its subsidiaries to incur liability which is material to the Company and its subsidiaries,

10

taken as a whole; (iii) neither the Company nor its subsidiaries intend to use the real properties or other assets owned by them other than in compliance in all material respects with applicable Environmental Laws, (iv) neither the Company nor any of its subsidiaries know of any seepage, leak, discharge, release, emission, spill, or dumping of Hazardous Materials into waters (including, but not limited to, groundwater and surface water) on, beneath or adjacent to the real properties or other assets owned by them, other than such matters as would not be reasonably likely to cause the Company or its subsidiaries to incur liability which is material to the Company and its subsidiaries, taken as a whole; (v) neither the Company nor any of its subsidiaries has received any written notice of, or has any knowledge of any occurrence or circumstance which, with notice or passage of time or both, would give rise to a claim under or pursuant to any Environmental Law by any governmental or quasi-governmental body or any third party with respect to the real properties or the assets of the Company or its subsidiaries or arising out of their conduct, except for such claims that would not be reasonably likely to cause the Company or its subsidiaries to incur liability which is material to the Company and its subsidiaries, taken as a whole and that would not be required to be disclosed in the Registration Statement, the General Disclosure Package or the Prospectus; (vi) none of the real properties owned by the Company or its subsidiaries is included or proposed for inclusion on the National Priorities List issued pursuant to CERCLA by the United States Environmental Protection Agency (the “EPA”) or on any similar list or inventory issued by any other federal, state or local governmental authority having or claiming jurisdiction over such properties pursuant to any other Environmental Law other than such inclusions or proposed inclusions as would not be reasonably likely to cause the Company or its subsidiaries to incur liability which is material to the Company and its subsidiaries taken as a whole. As used herein, “Hazardous Material” shall include, without limitation, any flammable explosives, radioactive materials, chemicals, hazardous wastes, toxic substances, petroleum or petroleum products, asbestos-containing materials, mold or any hazardous material as defined by any federal, state or local law, ordinance, rule or regulation relating to the protection of human health, the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. Secs. 9601-9675 (“CERCLA”), the Hazardous Materials Transportation Act, as amended, 49 U.S.C. Secs. 5101-5127, the Resource Conservation and Recovery Act, as amended, 42 U.S.C. Secs. 6901-6992K, the Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. Secs. 11001-11050, the Toxic Substances Control Act, 15 U.S.C. Secs. 2601-2671, the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. Secs. 136-136y, the Clean Air Act, 42 U.S.C. Secs. 7401-7642, the Clean Water Act (Federal Water Pollution Control Act), 33 U.S.C. Secs. 1251-1387, and the Safe Drinking Water Act, 42 U.S.C. Secs. 300f-300j-26, as any of the above statutes may be amended from time to time, and the regulations promulgated pursuant to any of the foregoing (individually, an “Environmental Law” and collectively “Environmental Laws”).

(xxiii)Each of the Company and its subsidiaries has such permits, licenses, franchises and authorizations of governmental or regulatory authorities (together, “permits”), including, without limitation, under any applicable Environmental Law, as are necessary to own, lease and operate its properties and to engage in the business

11

currently conducted by it, except such permits as to which the failure to own or possess will not in the aggregate have a material adverse effect on the business, operations, earnings, prospects, properties or condition (financial or otherwise) of the Company and its subsidiaries, taken as a whole. All such permits are in full force and effect and each of the Company and its subsidiaries is in compliance with the terms and conditions of all such permits, except where the invalidity of such permits or the failure of such permits to be in full force and effect or the failure to comply with such permits will not in the aggregate have a material adverse effect on the business, operations, earnings, prospects, properties or condition (financial or otherwise) of the Company and its subsidiaries, taken as a whole. Neither the Company nor any of its subsidiaries has received any notice of proceedings relating to the revocation or modification of any permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a material adverse effect on the business, operations, earnings, prospects, properties or condition (financial or otherwise) of the Company and its subsidiaries, taken as a whole.

(xxiv)To the knowledge of the Company, no labor problem exists or is imminent with employees of the Company or any of its subsidiaries that could have a material adverse effect on the business, operations, earnings, prospects, properties or condition (financial or otherwise) of the Company and its subsidiaries, taken as a whole.

(xxv)Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any officer, trustee or director purporting to act on behalf of the Company or any of its 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 of funds to, or received or retained any funds from, any state, federal 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; or (iii) engaged in any transactions, maintained any bank accounts or used any corporate funds except for transactions, bank accounts and funds, which have been and are reflected in the normally maintained books and records of the Company and its subsidiaries.

(xxvi)All of the outstanding shares of beneficial interest of, or other ownership interests in, each of the Company’s subsidiaries have been duly authorized and validly issued and are fully paid and, except as to subsidiaries that are partnerships, non-assessable, and, except as disclosed in the Registration Statement, the General Disclosure Package or in the Prospectus, are or will be owned by the Company free and clear of any security interest, claim, lien, encumbrance or adverse interest of any nature.

(xxvii)Except as referred to or described in the Registration Statement, the General Disclosure Package and in the Prospectus, none of the subsidiaries of the Company owns any shares of stock or any other securities of any corporation or has any equity interest in any firm, partnership, association or other entity other than the issued capital shares of or interests in its subsidiaries, and the Company does not own, directly or indirectly, any shares of stock or any other securities of any corporation or have any equity interest in any firm, partnership, association or other entity other than the issued capital shares of or interests in its subsidiaries, except in each case for non-controlling positions acquired in the ordinary course of business.

12

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

(xxix)The Company and each of its subsidiaries maintains insurance, duly in force, with insurers of recognized financial responsibility; such insurance insures against such losses and risks as are adequate in accordance with customary industry practice to protect the Company and its subsidiaries and their respective businesses; and neither the Company nor any such subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not materially and adversely affect the business, operations, earnings, prospects, properties or condition (financial or otherwise) of the Company and its subsidiaries, taken as a whole, except as disclosed in or contemplated by the Registration Statement, the General Disclosure Package and the Prospectus.

(xxx)Neither the Company nor any of its officers and directors (as defined in the 1933 Act Regulations) has taken or will take, directly or indirectly, prior to the termination of the offering contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which has caused or resulted in, or which might in the future reasonably be expected to cause or result in, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares.

(xxxi)Neither the Company nor any of its subsidiaries is, and upon the issuance and sale of the Shares as herein contemplated and the application of the net proceeds therefrom or upon issuance of the Common Shares issuable upon Conversion of the Shares as described in each of the Registration Statement, the General Disclosure Package and the Prospectus will be, an “investment company” or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company” as such terms are defined in the Investment Company Act of 1940, as amended (the “1940 Act”), or an “investment adviser” as such term is defined in the Investment Advisers Act of 1940, as amended.

(xxxii)The Company is organized in conformity with the requirements for qualification, and, as of the date hereof the Company operates, and as of Closing Time the Company will operate, in a manner that qualifies the Company as a “real estate investment trust” under the Internal Revenue Code of 1986, as amended (the “Code”), and the rules and regulations thereunder, for 2006 and subsequent years. The Company qualified as a real estate investment trust under the Code for each of its taxable years from 1987 through 2005.

(xxxiii)No default exists, and no event has occurred which, with notice or lapse of time or both, would constitute a default in the due performance and observance of any term, covenant or condition of any indenture, mortgage, deed of trust, lease or other

13

agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries or any of their respective properties is bound or may be affected, except such defaults which, singly or in the aggregate, would not have a material adverse effect on the business, operations, earnings, prospects, properties or condition (financial or otherwise) of the Company and its subsidiaries, considered as a whole, except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus.

(xxxiv)The Company has established and maintains disclosure controls and procedures (as such term is defined in Rule 13a-15 and 15d-15 under the 1934 Act) that (a) 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 its Chief Financial Officer (or persons performing similar functions) by others within those entities, particularly during the periods in which the filings made by the Company with the Commission which it may make under Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act are being prepared, (b) have been evaluated for effectiveness as of the end of the period covered by the Company’s most recent Annual Report on Form 10-K filed with the Commission, (c) are effective to perform the functions for which they were established and (d) the principal executive officers (or their equivalents) and principal financial officers (or their equivalents) of the Company have made all certifications required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 and any related rules and regulations promulgated by the Commission, and the statements contained in any such certification were correct when made. The Company’s accountants and the audit committee of the board of trustees of the Company have been advised of (x) any significant deficiencies in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company’s ability to record, process, summarize, and report financial data and (y) any fraud, whether or not material, that involves management or other employees who have a role in the Company’s internal control over financial reporting. Since the date of the most recent evaluation of such disclosure controls and procedures, there have been no significant changes in the Company’s internal control over financial reporting or in other factors that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

(xxxv)Except as otherwise disclosed in the General Disclosure Package, subsequent to the respective dates as of which information is given in the General Disclosure Package, there has been no material adverse change in the business, operations, earnings, prospects, properties or condition (financial or otherwise) of the Manager, whether or not arising in the ordinary course of business, that would have a material adverse effect on the Company and its subsidiaries, taken as a whole. The Advisory Agreement, dated as of January 1, 1998 as amended by Amendment No. 1 thereto, dated as of October 12, 1999, and Amendment No. 2 thereto, dated as of March 10, 2004 (the “Advisory Agreement”), between the Company and the Manager, each has been duly authorized, executed and delivered by the parties thereto and constitutes the valid agreement of the parties thereto, enforceable in accordance with its terms, except as limited by (a) the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or other similar laws relating to or affecting the rights or remedies of creditors or (b) the effect of general

14

principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).

(b)Any certificate signed by any officer of the Company or any of its subsidiaries and delivered to the Representatives or to counsel for the Underwriters shall be deemed a representation and warranty by the Company to each Underwriter as to the matters covered thereby.

Section 2. Sale and Delivery to the Underwriters; Closing.

(a)On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a price per share of $24.3125, the number of Initial Shares set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Initial Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.

(b)In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,980,000 Preferred Shares at the price per share set forth above plus accrued distributions, if any, from the date of original issue. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representatives to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number of Initial Shares set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares.

(c)Payment of the purchase price for and delivery of certificates for the Initial Shares shall be made at the offices of Sullivan & Worcester LLP, One Post Office Square, Boston, Massachusetts 02109, or at such other place as shall be agreed upon by the Representatives and the Company, at 9:00 A.M. on the 4th business day (unless postponed in accordance with the provisions of Section 10 hereof) following the date of this Agreement, or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery being herein called “Closing Time”).

In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option

15

Shares shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company.

Payment shall be made by wire transfer of immediately available funds to an account designated by the Company against delivery to the Representatives for the respective accounts of the Underwriters of certificates for the Shares to be purchased by them. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of and receipt for, and to make payment of the purchase price for the Initial Shares, and the Option Shares, if any, which it has agreed to purchase. The Representatives, individually and not as representatives of the several Underwriters may (but shall not be obligated to) make payment of the purchase price for the Initial Shares, and the Option Shares, if any, to be purchased by any Underwriter whose funds have not been received by Closing Time, or the relevant Date of Delivery, as the case may be, but any such payment shall not relieve such Underwriter from its obligations hereunder.

(d)The certificates for, or other evidence of, the Initial Shares and the Option Shares, if any, shall be in such denominations and registered in such names as the Representatives may request in writing at least one full business day before the Closing Time or the relevant Date of Delivery, as the case may be. The certificates for, or other evidence of, the Initial Securities and the Option Securities, if any, will be made available for examination and packaging by the Representatives not later than 10:00 A.M. (Eastern time) on the business day prior to Closing Time or the relevant Date of Delivery, as the case may be.

Section 3. Covenants of the Company. The Company covenants with each Underwriter as follows:

(a)Immediately following the execution of this Agreement, the Company will prepare the Prospectus setting forth the number of Shares covered thereby and their terms not otherwise specified in the preliminary prospectus, the Underwriters’ names, the price at which the Shares are to be purchased by the Underwriters from the Company, and such other information as the Representatives and the Company deem appropriate in connection with the offering of the Shares; the Company will effect the filings required under Rule 424(b), in the manner and within the time period required by Rule 424(b) (without reliance on Rule 424(b)(8)), and will furnish to the Underwriters as many copies of the Prospectus as they shall reasonably request including, if requested by the Underwriters, in addition to or in lieu thereof, electronic copies of the Prospectus. The Company shall pay the required Commission filing fees relating to the Shares within the time required by Rule 456(b)(1) (i) of the 1933 Act Regulations and otherwise in accordance with Rules 456(b) and 457(r) of the 1933 Act Regulations.

(b)During the period beginning on the Applicable Time and ending on the later of the Closing Time or such date, as in the reasonable opinion of the Representatives, the Prospectus is no longer required under the 1933 Act or the 1934 Act to be delivered in connection with sales by the Underwriters or a dealer, including in circumstances where such requirement may be satisfied pursuant to Rule 172 (the “Prospectus Delivery Period”), the Company will comply with the requirements of Rule 430B and will notify the Representatives immediately, and confirm the notice in writing, (i) of the transmittal to the Commission for filing

16

of any amendment to the Registration Statement, (ii) of the transmittal to the Commission for filing of any supplement or amendment to the Prospectus or any document to be filed pursuant to the 1934 Act, (iii) of the receipt of any comments from the Commission with respect to the Registration Statement or Prospectus or documents incorporated or deemed to be incorporated by reference therein, (iv) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus with respect to the Shares or for additional information relating thereto, and (v) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose. The Company will make every reasonable effort to prevent the issuance of any such stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment.

(c)During the Prospectus Delivery Period, prior to amending or supplementing the Registration Statement (including any filing under Rule 462(b)), any preliminary prospectus or the Prospectus (including any amendment or supplement through incorporation by reference of any report filed under the 1934 Act), the Company will furnish to the Representatives for review a copy of each such proposed amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file any such amendment or supplement or use any such prospectus to which counsel for the Underwriters shall reasonably object. The Company has given the Representatives notice of any filings made pursuant to the 1934 Act or 1934 Act Regulations within 48 hours prior to the Applicable Time; the Company will give the Representatives notice of its intention to make any such filing from the Applicable Time to the Closing Time and will furnish the Representatives with copies of any such documents a reasonable amount of time prior to such proposed filing and will not file or use any such document to which the Representatives or counsel for the Underwriters shall reasonably object. The Company will prepare a final term sheet substantially in the form set forth as Schedule B hereto (the “Final Term Sheet”) reflecting the final terms of the Shares, and shall file such Final Term Sheet as an “issuer free writing prospectus” pursuant to Rule 433 prior to the close of business two business days after the date hereof; provided that the Company shall furnish the Representatives with copies of any such Final Term Sheet a reasonable amount of time prior to such proposed filing and will not use or file any such document to which the Representatives or counsel to the Underwriters shall reasonably object.

(d)The Company will deliver to each of the Representatives a conformed copy of the Original Registration Statement as originally filed and of each amendment thereto filed prior to the termination of the initial offering of the Shares (including exhibits filed therewith or incorporated by reference therein and the documents incorporated by reference into the Prospectus pursuant to Item 12 of Form S-3).

(e)The Company will furnish to the Representatives, from time to time during the period when the Prospectus is required to be delivered under the 1933 Act or the 1934 Act in connection with the offering, such number of copies of the Prospectus (as amended or supplemented) as the Underwriters may reasonably request for the purposes contemplated by the 1933 Act, the 1933 Act Regulations, the 1934 Act or 1934 Act Regulations including, if requested by the Underwriters, in addition to or in lieu thereof, electronic copies of the Prospectus.

17

(f)If, at any time when a prospectus is required by the 1933 Act to be delivered in connection with the sale of the Shares, any event shall occur as a result of which it is necessary, in the opinion of counsel for the Underwriters, to amend or supplement the Prospectus in order to make the Prospectus not misleading in the light of the circumstances existing at the time it is delivered, the Company will either (i) forthwith prepare and furnish to the Representatives an amendment of or supplement to the Prospectus, or (ii) make an appropriate filing pursuant to Section 13, 14 or 15 of the 1934 Act in form and substance reasonably satisfactory to counsel for the Underwriters, which will amend or supplement the Prospectus so that it will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time it is delivered, not misleading. If at any time after the date hereof, an event or development occurs as a result of which the General Disclosure Package contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time it is used, not misleading, the Company will promptly notify the Representatives and will promptly amend or supplement in a manner reasonably satisfactory to the Representatives, at its own expense, the General Disclosure Package to eliminate or correct such untrue statement or omission. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement (or any other registration statement relating to the Preferred Shares) or the Statutory Prospectus or any preliminary prospectus or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances prevailing at that subsequent time, not misleading, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.

(g)The Company represents and agrees that, unless it obtains the prior written consent of the Representatives, and each Underwriter agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Shares or the Common Shares that would constitute an “issuer free writing prospectus”, as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission; provided, however, that prior to the preparation of the Final Term Sheet in accordance with Section 3(c), the Underwriters are authorized to use the information with respect to the final terms of the Shares in communications conveying information relating to the offering to investors. Any such free writing prospectus consented to by the Company and the Representatives is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it has treated or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping.

(h)The Company will endeavor in good faith, in cooperation with the Representatives, to qualify the Shares and the Common Shares issuable upon conversion for offering and sale under the applicable securities laws and real estate syndication laws of such states and other jurisdictions of the United States as the Representatives may designate; provided

18

that, in connection therewith, the Company shall not be required to qualify as a foreign corporation or trust or to file any general consent to service of process. In each jurisdiction in which the Shares have been so qualified the Company will file such statements and reports as may be required by the laws of such jurisdiction to continue such qualification in effect for so long as required for the distribution of the Shares.

(i)The Company will make generally available to its security holders as soon as reasonably practicable, but not later than 90 days after the close of the period covered thereby, an earning statement of the Company (in form complying with the provisions of Rule 158 of the 1933 Act Regulations) covering a period of at least twelve months beginning not later than the first day of the Company’s fiscal quarter next following the effective date of the Registration Statement. “Earning statement”, “make generally available” and “effective date” will have the meanings contained in Rule 158 of the 1933 Act Regulations.

(j)The Company will use the net proceeds received by it from the sale of the Shares in the manner specified in the Prospectus under the caption “Use of Proceeds” in all material respects.

(k)The Company will use its best efforts to effect the listing of the Shares and the Common Shares issuable upon conversion thereof on the NYSE.

(l)The Company currently intends to continue to elect to qualify as a “real estate investment trust” under the Code, and use its best efforts to continue to meet the requirements to qualify as a “real estate investment trust” under the Code.

(m)The Company will timely file any document which it is required to file pursuant to the 1934 Act prior to the termination of the offering of the Shares.

(n)The Company will not, during a period of 60 days from the date of this Agreement, without the prior written consent of Merrill Lynch and BAS, register, offer, sell, contract to sell, grant any option to purchase or otherwise dispose of any Preferred Shares or Common Shares or any securities convertible into or exercisable or exchangeable for Preferred Shares or Common Shares, or warrants to purchase Preferred Shares, other than the Preferred Shares which are to be sold pursuant to this Agreement.

(o)The Company will reserve and keep available at all times, free of any preemptive rights, Common Shares for the purpose of enabling the Company to satisfy any obligations to issue Common Shares upon conversion of the Shares.

Section 4.Payment of Expenses. The Company will pay all expenses incident to the performance of its obligations under this Agreement, including (i) the preparation and filing of the Registration Statement as originally filed and of each amendment thereto, (ii) the preparation and filing of this Agreement, (iii) the preparation, issuance and delivery of the Shares to the Underwriters, (iv) the fees and disbursements of counsel for the Company, referred to in Section 5(b) hereof, and the Company’s accountants, (v) the qualification of the Shares and the Common Shares issuable upon conversion under securities laws and real estate syndication laws in accordance with the provisions of Section 3(h) hereof, including filing fees and the fee and

19

disbursements of counsel for the Company or the Underwriters in connection therewith and in connection with the preparation of any Blue Sky Survey, (vi) the printing and delivery to the Underwriters of copies of the Registration Statement, each preliminary prospectus, any Permitted Free Writing Prospectus and the Prospectus and any amendments or supplements thereto, and of the Prospectus and any amendments or supplements thereto, (vii) the fees and expenses incurred in connection with the listing of the Shares and the Common Shares issuable upon conversion on the NYSE, (viii) the cost of printing or reproducing and delivering to the Underwriters copies of any Blue Sky Survey, (ix) the cost of providing any CUSIP or other identification numbers for the Shares, (x) any applicable NASD filing fees, (xi) the costs and expenses (including without limitation any damages or other amounts payable in connection with legal or contractual liability) associated with the reforming of any contracts for sale of the Shares made by the Underwriters caused by a breach of the representation contained in the sixth paragraph of Section 1(a)(ii) and (xii) any transfer taxes imposed on the sale of the Shares to the Underwriters.

If this Agreement is terminated by the Representatives in accordance with the provisions of Section 5 or Section 9(a)(i), the Company shall reimburse the Underwriters for all of their out-of-pocket expenses, including the reasonable fees and disbursements of counsel for the Underwriters.

Section 5.Conditions of the Underwriters’ Obligations. The obligations of the Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company herein contained, to the performance by the Company of its obligations hereunder, and to the following further conditions:

(a)At Closing Time no stop order suspending the effectiveness of the Registration Statement shall have been issued under the 1933 Act or proceedings therefor initiated or threatened by the Commission. A prospectus containing the Rule 430B Information shall have been filed with the Commission in the manner and within the time period required by Rule 424(b) without reliance on Rule 424(b)(8) (or a post-effective amendment providing such information shall have been filed and become effective in accordance with the requirements of Rule 430B) and any required filing of each Issuer Free Writing Prospectus pursuant to Rule 433 has been made in the manner and within the time period required by Rule 433(d).

(b)At Closing Time the Representatives shall have received the favorable opinion, dated as of Closing Time, of Sullivan & Worcester LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, to the effect set forth in Exhibit A hereto.

In rendering their opinion, Sullivan & Worcester LLP may rely upon an opinion, dated as of Closing Time, of Venable LLP as to matters governed by Maryland law, provided that such reliance is expressly authorized by such opinion. In addition, in rendering such opinion, such counsel may state that their opinion as to laws of the State of Delaware is limited to the Delaware General Corporation Law, the Delaware Revised Uniform Limited Partnership Act and the Delaware Limited Liability Company Act, that their opinions, if any, with respect to subsidiaries organized in jurisdictions other than Massachusetts or Delaware are based on their review of statutes of such jurisdictions

20

comparable to such Delaware statutes, and that their opinion with respect to the qualification of the Company and its subsidiaries to do business in jurisdictions other than their respective jurisdictions of organization is based solely upon certificates to such effect issued by an appropriate official of the applicable jurisdictions

(c)At Closing Time the Representatives shall have received the favorable opinion, dated as of Closing Time, of Venable LLP, special Maryland counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters to the effect set forth in Exhibit B hereto.

(d)The Representatives shall have received at Closing Time an opinion, dated as of Closing Time, of Sidley Austin LLP, counsel for the Underwriters, together with signed or reproduced copies of such letter for each of the other Underwriters, in form and substance reasonably satisfactory to the Representatives.

In rendering their opinion as aforesaid, Sidley Austin LLP may rely upon an opinion, dated as of Closing Time, of Venable LLP as to matters governed by Maryland law, and the opinion of Sullivan & Worcester LLP referred to above as to matters governed by Massachusetts law. In addition, in rendering such opinion, such counsel may state that its opinion as to laws of the State of Delaware is limited to the Delaware General Corporation Law.

(e)At Closing Time (i) the Registration Statement and the Prospectus shall contain all statements which are required to be stated therein in accordance with the 1933 Act and the 1933 Act Regulations and in all material respects shall conform to the requirements of the 1933 Act and the 1933 Act Regulations, and neither the Registration Statement nor the Prospectus shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading and no action, suit or proceeding at law or in equity shall be pending or to the knowledge of the Company threatened against the Company which would be required to be set forth in the Prospectus other than as set forth therein, (ii) there shall not have been, since the respective dates as of which information is given in the Registration Statement, the Prospectus, or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, of the Company and its subsidiaries, taken as a whole, or in their earnings, business affairs or business prospects, whether or not arising in the ordinary course of business from that set forth in the Registration Statement, the Prospectus or the General Disclosure Package, and (iii) no proceedings shall be pending or, to the knowledge of the Company, threatened against the Company before or by any federal, state or other commission, board or administrative agency wherein an unfavorable decision, ruling or finding would materially and adversely affect the business, property, financial condition or income of the Company other than as set forth in the Prospectus; and the Representatives shall have received, at Closing Time, a certificate of the President and Chief Operating Officer and the Chief Financial Officer of the Company, dated as of Closing Time, evidencing compliance with the provisions of this subsection (e) and stating that the representations and warranties set forth in Section 1(a) hereof are accurate as though expressly made at and as of Closing Time.

21

(f)At Closing Time, there shall not have been, since the respective dates as of which information is given in the Registration Statement and the Prospectus, or since the respective dates as of which information is given in the General Disclosure Package, any material adverse change in the business, operations, earnings, prospects, properties or condition (financial or otherwise) of the Manager, whether or not arising in the ordinary course of business; and the Representatives shall have received, at Closing Time, a certificate of the President of the Manager evidencing compliance with this subsection (f).

(g)Concurrently with the execution and delivery of this Agreement, and at Closing Time prior to payment and delivery of the Shares, Ernst & Young LLP shall have furnished to the Representatives a letter, dated the date of its delivery, addressed to the Underwriters and in form and substance satisfactory to the Representatives, confirming that they are an independent registered public accounting firm with respect to the Company as required by the 1933 Act and the 1933 Act Regulations and with respect to the financial and other statistical and numerical information contained in the Registration Statement and the Prospectus or incorporated by reference therein. Each such letter shall contain information of the type customarily included in accountants’ comfort letters to underwriters.

(h)At the date hereof, the Underwriters shall have received an agreement substantially in the form of Exhibit C hereto signed by the persons listed on Schedule C hereto.

(i)Subsequent to the execution and delivery of this Agreement and prior to Closing Time, there shall not have occurred any downgrading, nor shall any notice have been given of (i) any intended or potential downgrading or (ii) any review or possible change that indicates anything other than a stable outlook, in the rating accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the 1933 Act; and the Preferred Shares shall be rated BBB- by Standard and Poor’s Ratings Services and Baa3 by Moody’s Investors Service, Inc.

(j)At Closing Time counsel for the Underwriters shall have been furnished with such documents and opinions as they may reasonably require for the purpose of enabling them to pass upon the issuance and sale of the Shares as herein contemplated and related proceedings, or in order to evidence the accuracy of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of the Shares as herein contemplated shall be reasonably satisfactory in form and substance to the Representatives and counsel for the Underwriters.

(k)In the event the Representatives exercise the option described in Section 2 hereof to purchase all or any portion of the Option Shares, the representations and warranties of the Company included herein and the statements in any certificates furnished by the Company hereunder shall be true and correct as of the Date of Delivery, and the Underwriters shall have received:

(i)A certificate of the President and Chief Operating Officer and the Chief Financial Officer of the Company, dated such Date of Delivery, confirming that their certificate delivered at Closing Time pursuant to Section 5(e) hereof remains true as of such Date of Delivery.

22

(ii)The favorable opinion of Sullivan & Worcester LLP, counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Shares and otherwise to the same effect as the opinion required by Section 5(b) hereof.

(iii)The favorable opinion of Venable LLP, special Maryland counsel for the Company, in form and substance reasonably satisfactory to counsel for the Underwriters, dated such Date of Delivery, relating to the Option Shares and otherwise to the same effect as the opinion required by Section 5(c) hereof.

(iv)The favorable opinion of Sidley AustinLLP, counsel for the Underwriters, dated such Date of Delivery, relating to the Option Shares and otherwise to the same effect as the opinion required by Section 5(d) hereof.

(v)A certificate of the President of the Manager confirming that his certificate delivered at Closing Time pursuant to Section 5(f) hereof remains true as of such Date of Delivery.

(vi)A letter from Ernst & Young LLP, in form and substance satisfactory to the Representatives, dated such Date of Delivery, substantially the same in scope and substance as the letter furnished to the Underwriters pursuant to Section 5(g) hereof.

If any condition specified in this Section 5 shall not have been fulfilled when and as required to be fulfilled, this Agreement may be terminated by the Representatives by notice to the Company at any time at or prior to Closing Time, and such termination shall be without liability of any party to any other party except as provided in Section 4 hereof.

Section 6.Indemnification. (a) The Company hereby agrees to indemnify and hold harmless each Underwriter, their respective officers and directors and each person, if any, who controls each Underwriter within the meaning of Section 15 of the 1933 Act as follows:

(1)against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430B Information, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or the omission, or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(2)against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or

23

omission, or any such alleged untrue statement or omission, if such settlement is effected with the written consent of the Company; and

(3)against any and all expense whatsoever, as incurred (including, subject to Section 6(c) hereof, the fees and disbursements of counsel chosen by the Representatives), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceedings by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, or any such failure, to the extent that any such expense is not paid under paragraph (1) or (2) above;

provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto), including the Rule 430B Information or any preliminary prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto).

(b)Each Underwriter agrees to indemnify and hold harmless the Company, each of the Company’s trustees, each of the Company’s officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430B Information, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use therein.

(c)Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability which it may have otherwise than on account of this indemnity agreement. An indemnifying party may participate at its own expense in the defense of such action. In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances.

Section 7.Contribution. In order to provide for just and equitable contribution in circumstances in which the indemnity agreement provided for in Section 6 hereof is for any reason held to be unenforceable by the indemnified parties although applicable in accordance with its terms, the Company and the Underwriters shall contribute to the aggregate losses, liabilities, claims, damages and expenses of the nature contemplated by said indemnity agreement incurred by the Company and the Underwriters, as incurred, (i) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the

24

Underwriters on the other hand from the offering of the Shares pursuant to this Agreement or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company on the one hand and of the Underwriters on the other hand in connection with the statements or omissions which resulted in such losses, liabilities, claims, damages or expenses, as well as any other relevant equitable considerations.

The relative benefits received by the Company on the one hand and the Underwriters on the other hand in connection with the offering of the Shares pursuant to this Agreement shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Shares pursuant to this Agreement (before deducting expenses) received by the Company and the total discount received by the Underwriters, bear to the aggregate initial offering price of the Shares.

The relative fault of the Company on the one hand and the Underwriters on the other hand shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or by the Underwriters and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this Section 7 were determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to above in this Section 7. The aggregate amount of losses, liabilities, claims, damages and expenses incurred by an indemnified party and referred to above in this Section 7 shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue or alleged untrue statement or omission or alleged omission.

No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. Notwithstanding the provisions of this Section 7, the Underwriters shall not be required to contribute any amount in excess of the amount by which the total price at which the Shares purchased from the Company by the Underwriters and distributed to the public were offered to the public exceeds the amount of any damages which the Underwriters have otherwise been required to pay in respect of such losses, liabilities, claims, damages and expenses. For purposes of this Section 7, each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act and shall have the same rights to contribution as such Underwriter, and each trustee of the Company, each officer of the Company who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act shall have the same rights to contribution as the Company.

Section 8.Representations, Warranties and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or in certificates of

25

officers of the Company submitted pursuant hereto, shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of the Underwriters or any controlling person, or by or on behalf of the Company, and shall survive delivery of the Shares to the Underwriters.

Section 9.Termination of Agreement. (a) The Representatives may terminate this Agreement, by notice to the Company, at any time at or prior to Closing Time (i) if there has been, since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto) or the General Disclosure Package, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries, taken as a whole, or the Manager, whether or not arising in the ordinary course of business, which would make it, in the Representatives’ reasonable judgment, impracticable or inadvisable to market the Shares or enforce contracts for the sale of the Shares, (ii) if there has occurred any material adverse change in the financial markets in the United States or any outbreak of hostilities or escalation of existing hostilities or other calamity or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such to make it, in the Representatives’ reasonable judgment, impracticable or inadvisable to market the Shares or enforce contracts for the sale of the Shares, or (iii) if trading in the Company’s Common Shares has been suspended by the Commission, or if trading generally on either the New York Stock Exchange or the American Stock Exchange has been suspended, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by either of said exchanges or by order of the Commission or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) if a banking moratorium has been declared by Federal or New York authorities.

(b)If this Agreement is terminated pursuant to this Section 9, such termination shall be without liability of any party to any other party except as provided in Section 4, and provided further that Sections 6 and 7 hereof shall survive such termination.

Section 10.Default. If one or more of the Underwriters shall fail at Closing Time to purchase the Initial Shares which it or they are obligated to purchase under this Agreement (the “Defaulted Shares”), the Representatives shall have the right, within 24 hours thereafter, to make arrangements for one or more of the non-defaulting Underwriters, or any other underwriters, to purchase all, but not less than all, of the Defaulted Shares in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representatives shall not have completed such arrangements within such 24-hour period, then:

(i)if the number of Defaulted Shares does not exceed 10% of the Initial Shares, the non-defaulting Underwriters shall be obligated to purchase the full amount thereof in the proportions that their respective underwriting obligations hereunder bear to the underwriting obligations of all non-defaulting Underwriters, or

(ii)if the number of Defaulted Shares exceeds 10% of the Initial Shares, this Agreement shall terminate without liability on the part of any non-defaulting Underwriter and the Company.

26

No action taken pursuant to this Section 10 shall relieve any defaulting Underwriter from liability in respect of its default.

In the event of any such default which does not result in a termination of this Agreement, either the Representatives or the Company shall have the right to postpone Closing Time for a period not exceeding seven days in order to effect any required changes in the Prospectus or in any other documents or arrangements.

Section 11.Notices. All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication. Notices to the Underwriters shall be directed to the Representatives c/o Merrill Lynch, Pierce, Fenner & Smith Incorporated at 4 World Financial Center, New York, NY 10080, Attention: Jack J. Vissicchio, Managing Director, and to Banc of America Securities LLC, 9 West 57^th Street, New York, NY 10019 Attention: Thomas M. Morrison, Managing Director; and notices to the Company shall be directed to it at 400 Centre Street, Newton, Massachusetts 02458, Attention: John C. Popeo, Secretary.

Section 12.No Fiduciary Relationship. The Company acknowledges and agrees that (i) the purchase and sale of the Shares pursuant to this Agreement, including the determination of the public offering price of the Shares and any related discounts and commissions, is an arm's-length commercial transaction between the Company, on the one hand, and the several Underwriters, on the other hand, (ii) in connection with the offering contemplated hereby and the process leading to such transaction, each Underwriter is and has been acting solely as a principal and is not the agent or fiduciary of the Company or its shareholders, creditors, employees or any other party, (iii) no Underwriter has assumed or will assume an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Company on other matters) and no Underwriter has any obligation to the Company with respect to the offering contemplated hereby except the obligations expressly set forth in this Agreement, (iv) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Company, and (v) the Underwriters have not provided any legal, accounting, regulatory or tax advice with respect to the offering contemplated hereby and the Company has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate.

Section 13.Parties. This Agreement shall inure to the benefit of and be binding upon the Underwriters and the Company and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than those referred to in Sections 6 and 7 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the parties hereto and their respective successors and said controlling persons and officers, trustees and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Shares from any Underwriter shall be deemed to be a successor by reason merely of such purchase.

27

Section 14.Governing Law and Time; Miscellaneous. This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be performed in said State. Specified times of day refer to New York City time.

THE AMENDED AND RESTATED DECLARATION OF TRUST ESTABLISHING THE COMPANY, DATED JULY 1, 1994, A COPY OF WHICH, TOGETHER WITH ALL AMENDMENTS AND SUPPLEMENTS THERETO (THE “DECLARATION”), IS DULY FILED IN THE OFFICE OF THE STATE DEPARTMENT OF ASSESSMENTS AND TAXATION OF MARYLAND, PROVIDES THAT THE NAME “HRPT PROPERTIES TRUST” REFERS TO THE TRUSTEES UNDER THE DECLARATION, AS SO AMENDED AND SUPPLEMENTED, COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND THAT NO TRUSTEE, OFFICER, SHAREHOLDER, EMPLOYEE OR AGENT OF THE COMPANY SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, FOR ANY OBLIGATION OF, OR CLAIM AGAINST, THE COMPANY. ALL PERSONS DEALING WITH THE COMPANY, IN ANY WAY, SHALL LOOK ONLY TO THE ASSETS OF THE COMPANY FOR THE PAYMENT OF ANY SUM OR THE PERFORMANCE OF ANY OBLIGATION.

28

If the foregoing is in accordance with your understanding of our agreement, please sign and return to us a counterpart hereof, whereupon this instrument along with all counterparts will become a binding agreement between the Underwriters and the Company in accordance with its terms.

Very truly yours,

HRPT PROPERTIES TRUST

By: /s/ John C. Popeo

Name: John C. Popeo

Title: Treasurer, Chief Financial Officer, and Secretary

CONFIRMED AND ACCEPTED, as of

the date first above written:

MERRILL LYNCH & CO.

Merrill Lynch, Pierce, Fenner & Smith

Incorporated

BANC OF AMERICA SECURITIES LLC

By: Merrill Lynch, Pierce, Fenner & Smith

Incorporated

By: /s/ Alex Virtue

Name: Alex Virtue

Title: Vice President

By: Banc of America Securities LLC

By: /s/ Craig McCracken

Name: Craig McCracken

Title: Managing Director

For themselves and as Representatives

of the other Underwriters named in

Schedule A hereto

29

SCHEDULE A

Underwriter	Number of Initial Shares
Merrill Lynch, Pierce, Fenner & Smith Incorporated	4,620,000
Banc of America Securities LLC	4,620,000
RBC Capital Markets Corporation	1,980,000
UBS Securities LLC	1,980,000
Total	13,200,000

Sch. A-1

SCHEDULE B

Schedule of Issuer Free Writing Prospectus included in the General Disclosure Package

1. Final Term Sheet (attached hereto).

Sch. B-1

Issuer Free Writing Prospectus, dated October 5, 2006

Filed by: HRPT Properties Trust

Pursuant to Rule 433 under the Securities Act of 1933

Registration Statement No. 333-135110

This information supplements the information contained in the

preliminary prospectus supplement dated October 4, 2006 to the Prospectus dated June 19, 2006

13,200,000 Shares

HRPT Properties Trust

6.50% Series D Cumulative Convertible Preferred Shares

(Liquidation Preference $25.00 Per Share)

Issuer: HRPT Properties Trust

Ticker/Exchange for Common Shares: HRP/NYSE

Offering Size: $330,000,000

Over-allotment Option: $49,500,000

Net Proceeds: $320.2 million (after deducting the underwriting discounts and other estimated expenses of the offering and excluding the Underwriters’ option to purchase up to 1,980,000 additional Preferred Shares)

Use of Proceeds: We presently intend to use the net proceeds from this offering to repay outstanding borrowings under our revolving credit facility and for general business purposes, including acquisitions.

Issue Price: $25.00

Liquidation Preference: $25.00

Distribution Rate: 6.50%

Last Sale (10/5/06): $11.72

Conversion Premium: 10.92%

Conversion Price: $13.00

Conversion Rate: 1.9231

Company Conversion Option: On or after November 20, 2011, we may exercise the Company Conversion Option only if the Closing Sale Price of our common shares equals or exceeds the then applicable conversion price of the Series D Preferred Shares for at least 20 Trading Days in a period of 30 consecutive Trading Days (including the last Trading Day of such period) ending

Sch. B-2

on the Trading Day immediately prior to our issuance of a press release announcing our exercise of the Company Conversion Option.

Adjustment to Conversion Rate Upon Certain Fundamental Changes: The following table sets forth the number of additional common shares per $25.00 liquidation preference per Preferred Share that will be issued as a make-whole premium under certain circumstances:

Number of Additional Common Shares Issuable per $25.00 Liquidation Preference
	Effective date
Share price	October 11, 2006	November 15, 2007	November 15, 2008	November 15, 2009	November 15, 2010	November 15, 2011
$11.72	0.2099	0.2099	0.2099	0.2099	0.2099	0.2099
$13.00	0.1236	0.1165	0.1068	0.0929	0.0706	0.0198
$14.00	0.0802	0.0724	0.0621	0.0482	0.0276	0.0000
$15.00	0.0527	0.0450	0.0355	0.0236	0.0084	0.0000
$16.00	0.0344	0.0276	0.0196	0.0105	0.0017	0.0000
$17.00	0.0234	0.0175	0.0110	0.0045	0.0002	0.0000
$18.00	0.0166	0.0116	0.0064	0.0020	0.0000	0.0000
$19.00	0.0122	0.0080	0.0039	0.0009	0.0000	0.0000
$20.00	0.0095	0.0059	0.0026	0.0005	0.0000	0.0000

The exact applicable share price and effective date may not be as set forth in the table above, in which case:

• if the actual applicable share price is between two applicable prices listed in the table above, or the actual effective date is between two dates listed in the table above, we will determine the number of additional shares by linear interpolation between the numbers of additional shares set forth for the two applicable prices, or for the two dates based on a 365-day year, as applicable;

• if the actual applicable price is greater than $20.00 per share (subject to adjustment), we will not increase the conversion rate; and

• if the actual applicable price is less than $11.72 per share (subject to adjustment), we will not increase the conversion rate.

However, we will not increase the conversion rate as described above to the extent the increase will cause the conversion rate to exceed 2.1331. We will adjust this maximum conversion rate in the same manner in which, and for the same events for which, we must adjust the conversion rate as described in the preliminary prospectus supplement.

Trade Date: October 5, 2006

Settlement Date: October 11, 2006

CUSIP: 40426W 50 7

Sch. B-3

Ratios of Earnings To Fixed Charges And Earnings to Combined Fixed Charges and Preferred Distributions:

For the six months ended June 30, 2006, our ratios of earnings to fixed charges and earnings to combined fixed charges and preferred distributions would have been 2.0x and 1.4x, respectively after giving effect to the completion of the offering of the Preferred Shares and the application of the net proceeds therefrom (assuming no exercise of the Underwriters’ option to purchase up to 1,980,000 additional Preferred Shares).

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll-free 1-866-500-5408.

ANY DISCLAIMERS OR OTHER NOTICES THAT MAY APPEAR BELOW ARE NOT APPLICABLE TO THIS COMMUNICATION AND SHOULD BE DISREGARDED. SUCH DISCLAIMERS OR OTHER NOTICES WERE AUTOMATICALLY GENERATED AS A RESULT OF THIS COMMUNICATION BEING SENT VIA BLOOMBERG OR ANOTHER EMAIL SYSTEM.

Dated:

October 5, 2006

Sch. B-4

SCHEDULE C

Patrick F. Donelan

William A. Lamkin

Adam D. Portnoy

Barry M. Portnoy

Frederick N. Zeytoonjian

Jennifer B. Clark

David M. Lepore

John A. Mannix

John C. Popeo

Sch. C-1

EXHIBIT A

FORM OF OPINION OF COMPANY’S COUNSEL

TO BE DELIVERED PURSUANT TO SECTION 5(b)

EXHIBIT B

FORM OF OPINION OF SPECIAL MARYLAND COUNSEL

TO THE COMPANY TO BE DELIVERED

PURSUANT TO SECTION 5(c)

EXHIBIT C

October 5, 2006

Merrill Lynch, Pierce, Fenner & Smith

Incorporated

Banc of America Securities LLC

as Representatives of the several underwriters named in Schedule A to the Purchase Agreement

c/o Merrill Lynch, Pierce, Fenner & Smith

Incorporated

4 World Financial Center

New York, New York 10080

Re: Proposed Public Offering by HRPT Properties Trust

Ladies and Gentlemen:

The undersigned, a shareholder and an executive officer and/or trustee of HRPT Properties Trust, a Maryland real estate investment trust (the “Company”), understands that Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and Banc of America Securities LLC (“BAS”) propose to enter into a Purchase Agreement (the “Purchase Agreement”) with the Company providing for the public offering of preferred shares of beneficial interest, par value $.01 per share (the “Preferred Shares”) of the Company. In recognition of the benefit that such an offering will confer upon the undersigned as a shareholder, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in the Purchase Agreement that, during a period of 60 days from the date of the Purchase Agreement, the undersigned will not, without the prior written consent of Merrill Lynch and BAS, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any of the Company’s Preferred Shares or any of its common shares of beneficial interest, par value $.01 per share (“Common Shares”) or any securities convertible into or exchangeable or exercisable for Preferred Shares or Common Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing (collectively, the “Lock-Up Securities”) or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Preferred Shares or Common Shares or other securities, in cash or otherwise.

Notwithstanding the foregoing, the undersigned may nonetheless (a) transfer Preferred Shares and Common Shares by way of testate or intestate succession or by operation of law, (b) transfer Preferred Shares and Common Shares to members of the undersigned’s immediate

Ex. C-1

family or to a trust, partnership, limited liability company or other entity, all of the beneficial interests of which are held by the undersigned or members of the undersigned’s immediate family, and (c) transfer Preferred Shares and Common Shares to charitable organizations; provided, however, in each case, the transferee shall have agreed in writing to be bound by the restrictions on transfer contained in the immediately preceding paragraph and such transfer is not effective until the agreement to be bound by the restrictions on transfer is executed by the transferee.

This letter shall terminate and be of no further force and effect unless the Purchase Agreement has been entered into and dated not later than October 12, 2006.

Very truly yours,

Signature: _____________________________

Print Name: ____________________________

Certain schedules to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally copies of any of the omitted schedules to the Securities and Exchange Commission upon request.

Ex. C-2

EX-3.1

HRPT PROPERTIES TRUST

ARTICLES SUPPLEMENTARY

6-1/2% SERIESD CUMULATIVE CONVERTIBLE PREFERRED SHARES

$0.01 par value per share

HRPT PROPERTIES TRUST, a Maryland real estate investment trust (the “Trust”), having its principal office in Newton, Massachusetts, hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST: Pursuant to authority expressly vested in the Trustees by Section 6.1 of the Third Amendment and Restatement of Declaration of Trust of the Trust, dated July 1, 1994, as amended and supplemented (the “Declaration”), the Trustees have duly classified and designated 15,180,000 Preferred Shares of the Trust as 6-1/2% Series D Cumulative Convertible Preferred Shares, $0.01 par value per share, of the Trust (“SeriesD Preferred Shares”).

SECOND: The preferences, rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications and terms or conditions of redemption of the Series D Preferred Shares are as follows, which upon any restatement of the Declaration shall be made part of Article VI of the Declaration, with any necessary or appropriate changes to the enumeration or lettering of sections or subsections hereof. Capitalized terms used in this ARTICLE SECOND which are defined in the Declaration and not otherwise defined herein are used herein as so defined in the Declaration. Certain additional capitalized terms used in this ARTICLE SECOND are used as defined in Section 15 below, which definitions shall apply only to Series D Preferred Shares and shall not affect the definition of such terms as used or as otherwise defined with respect to other series of Preferred Shares or elsewhere in the Declaration.

6-1/2% Series D Cumulative Convertible Preferred Shares, $0.01 par value per share

1.             Designation and Number. A series of Preferred Shares, designated the 6-1/2% Series D Cumulative Convertible Preferred Shares, $0.01 par value per share (the “SeriesD Preferred Shares”), is hereby established. The number of authorized Series D Preferred Shares is 15,180,000.

2.             Relative Seniority. In respect of rights to receive dividends and to participate in distributions or payments in the event of any liquidation, dissolution or winding up of the Trust, the Series D Preferred Shares shall rank (i) senior to the Common Shares, the Junior Participating Preferred Shares and any other class or series of Shares of the Trust, the terms of which specifically provide that such class or series ranks, as to rights to receive dividends and to participate in distributions or payments in the event of any liquidation, dissolution or winding up of the Trust, junior to the Series D Preferred Shares (the Shares described in this clause (i) being, collectively, “Junior Shares”), (ii) on a parity with the 8-3/4 % Series B Cumulative Redeemable Preferred Shares, $0.01 par value per share (the “SeriesB Preferred Shares”), the 7-1/8% Series C Cumulative Redeemable Preferred Shares, $0.01 par value per share (the “SeriesC Preferred Shares”), and any other class or series of Shares of the Trust, the terms of which specifically provide that such class or series ranks, as to rights to receive dividends and to participate in distributions or payments in the event of any liquidation, dissolution or winding up

of the Trust, on a parity with the Series D Preferred Shares, and (iii) junior to any class or series of Shares of the Trust, the terms of which specifically provide that such class or series ranks, as to rights to receive dividends and to participate in distributions or payments in the event of any liquidation, dissolution or winding up of the Trust, senior to the Series D Preferred Shares. For the avoidance of doubt, debt securities of the Trust which are convertible into or exchangeable for Shares of the Trust or any other debt securities of the Trust do not constitute a class or series of Shares for purposes of this Section 2.

3. Dividends and Distributions.

(a)              Subject to the preferential rights of the holders of any class or series of Shares of the Trust ranking senior to the Series D Preferred Shares as to dividends, the holders of the then outstanding Series D Preferred Shares shall be entitled to receive, when and as authorized by the Trustees and declared by the Trust, out of any funds legally available therefor, cumulative cash dividends at a rate of 6.50% of the $25.00 liquidation preference per year (equivalent to $1.625 per share per year) (the “Dividend Rate”). Such dividends shall accrue and be cumulative from October 11, 2006 (the “Original Issue Date”), and will be payable quarterly in arrears in cash on the fifteenth day of each February, May, August and November beginning on February 15, 2007 (each such day being hereinafter called a “Dividend Payment Date”); provided that if any Dividend Payment Date is not a Business Day (as hereinafter defined), then the dividend which would otherwise have been payable on such Dividend Payment Date may be paid on the next succeeding Business Day with the same force and effect as if paid on such Dividend Payment Date, and no interest or additional dividends or other sums shall accrue on the amount so payable from such Dividend Payment Date to such next succeeding Business Day. As used herein, the term “Dividend Period” for Series D Preferred Shares means the period from the Original Issue Date or other date of the original issuance thereof, as applicable, and ending on and excluding the next following Dividend Payment Date, and each subsequent period from a Dividend Payment Date and ending on and excluding the next following Dividend Payment Date. The amount of any dividend payable for any full Dividend Period or portion thereof shall be computed on the basis of a 360-day year of twelve 30-day months (it being understood that the first Dividend Period is longer than a full Dividend Period). Dividends shall be payable to holders of record as they appear in the share records of the Trust at the close of business on the applicable record date (each, a “Dividend Record Date”), which shall be a date designated by the Trustees for the payment of dividends that is not more than 60 nor less than 10 days prior to the applicable Dividend Payment Date.

(b)             Dividends on the Series D Preferred Shares shall accrue and be cumulative, whether or not (i) the Trust has earnings, (ii) there are funds legally available for the payment of such dividends or (iii) such dividends have been declared or authorized.

(c)             If Series D Preferred Shares are outstanding, no full dividends shall be declared or paid or set apart for payment on any other class or series of Shares of the Trust ranking, as to dividends, on a parity with the Series D Preferred Shares for any period, unless the full cumulative dividends on the Series D Preferred Shares have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for payment for all past Dividend Periods. When dividends are not paid in full (or a sum sufficient for such full payment is not so set apart) upon the Series D Preferred Shares and the Shares of any other

- 2 -

class or series ranking on a parity as to dividends with the Series D Preferred Shares, all dividends declared upon Series D Preferred Shares and any such other class or series of Shares shall in all cases bear to each other the same ratio that accrued dividends per share on the Series D Preferred Shares and such other class or series of Shares (which shall not include any accumulation in respect of unpaid dividends for prior dividend periods if such other class or series does not have a cumulative dividend) bear to each other.

(d)             Unless full cumulative dividends on the Series D Preferred Shares have been or contemporaneously are declared and paid or declared and a sum sufficient for the payment thereof set apart for payment for all past Dividend Periods, no dividends (other than in Common Shares or other Junior Shares or options, warrants or rights to subscribe for or purchase Common Shares or other Junior Shares) shall be declared or paid or set apart for payment and no other distribution shall be declared or made upon the Common Shares or any other Shares ranking junior to the Series D Preferred Shares as to rights to receive dividends or to participate in distributions or payments in the event of any liquidation, dissolution or winding up of the Trust, nor shall any Common Shares or any other such Shares be redeemed, purchased or otherwise acquired for any consideration (or any moneys be paid to or made available for a sinking fund for the redemption of any such Shares) by the Trust except (i) by conversion into or exchange for Common Shares or other Junior Shares, (ii) pursuant to pro rata offers to purchase or a concurrent redemption of all, or a pro rata portion of, the outstanding Series D Preferred Shares and any other class or series of Shares ranking on a parity with Series D Preferred Shares as to rights to receive dividends and to participate in distributions or payments in the event of any liquidation, dissolution or winding up of the Trust, (iii) by redemption, purchase or other acquisition of Common Shares made for purposes of an incentive, benefit or share purchase plan of the Trust or any of its subsidiaries for officers, Trustees or employees or others performing or providing similar services, (iv) by redemption, purchase or other acquisition of rights to purchase Junior Participating Preferred Shares pursuant to a Rights Plan relating to such rights or of any similar rights from time to time issued by the Trust in connection with a Rights Plan and (v) for redemptions, purchases or other acquisitions by the Trust, whether pursuant to any provision of the Declaration or otherwise, for the purpose of preserving the Trust’s status as a REIT for federal income tax purposes.

(e)              No interest, or sum of money in lieu thereof, shall be payable in respect of any dividend payment or payments on Series D Preferred Shares which may be in arrears, and the holders of Series D Preferred Shares are not entitled to any dividends, whether payable in cash, securities or other property, in excess of the full cumulative dividends described in this Section 3. Except as otherwise expressly provided herein, the Series D Preferred Shares shall not be entitled to participate in the earnings or assets of the Trust.

(f)             Any dividend payment made on the Series D Preferred Shares shall be first credited against the earliest accrued but unpaid dividend due with respect to such Shares which remains payable. Any cash dividends paid in respect of Series D Preferred Shares, including any portion thereof which the Trust elects to designate as “capital gain dividends” (as defined in Section 857 (or any successor provision) of the Internal Revenue Code) or as a return of capital, shall be credited to the cumulative dividends on the Series D Preferred Shares.

- 3 -

(g)              No dividends on the Series D Preferred Shares shall be authorized by the Trustees or be paid or set apart for payment by the Trust at such time as the terms and provisions of any agreement of the Trust, including any agreement relating to its indebtedness, directly or indirectly prohibit authorization, payment or setting apart for payment or provide that such authorization, payment or setting apart for payment would constitute a breach thereof or a default thereunder, or if such declaration, payment or setting apart for payment shall be restricted or prohibited by law.

(h)             The Trust shall remain entitled to receive and retain any interest or other earnings on any money set aside for the payment of dividends on Series D Preferred Shares and holders thereof shall have no claim to such interest or other earnings. Any funds for the payment of dividends on Series D Preferred Shareswhich have been set apart by the Trust and which remain unclaimed by the holders of the Series D Preferred Shares entitled thereto on the first anniversary of the applicable Dividend Payment Date, or other dividend payment date, shall revert and be repaid to the general funds of the Trust, and thereafter the holders of the Series D Preferred Shares entitled to the funds which have reverted or been repaid to the Trust shall look only to the general funds of the Trust for payment, without interest or other earnings thereon.

4. Liquidation Rights.

(a)             Upon any voluntary or involuntary liquidation, dissolution or winding up of the Trust, before any distribution or payment shall be made to the holders of any Common Shares or any other Shares ranking junior to the Series D Preferred Shares as to rights to participate in distributions or payments in the event of any liquidation, dissolution or winding up of the Trust, but subject to the preferential rights of holders of any class or series of Shares ranking senior to the Series D Preferred Shares as to rights to participate in distributions or payments in the event of any liquidation, dissolution of winding up of the Trust, the holders of Series D Preferred Shares shall be entitled to receive, out of assets of the Trust legally available for distribution to shareholders, liquidating distributions in cash or property at its fair market value as determined by the Trustees in the amount of $25.00 per Series D Preferred Share, plus an amount equal to all dividends accrued and unpaid thereon (whether or not declared).

(b)             After payment of the full amount of the liquidating distributions to which they are entitled, the holders of Series D Preferred Shares will have no right or claim to any of the remaining assets of the Trust.

(c)             In the event that upon any voluntary or involuntary liquidation, dissolution or winding up of the Trust, the available assets of the Trust are insufficient to pay the full amount of the liquidating distributions on all outstanding Series D Preferred Shares and the full amounts payable as liquidating distributions on all Shares of other classes or series of Shares of the Trust ranking on a parity with the Series D Preferred Shares as to rights to participate in distributions or payments in the event of any liquidation, dissolution or winding up of the Trust, then the holders of the Series D Preferred Shares and all other such classes or series of Shares shall share ratably in any such distribution of assets in proportion to the full liquidating distributions to which they would otherwise be respectively entitled.

- 4 -

(d)              For purposes of this Section 4, neither the sale, lease, transfer or conveyance of all or substantially all of the property or business of the Trust, nor the merger or consolidation of the Trust into or with any other entity or the merger or consolidation of any other entity into or with the Trust or a statutory share exchange by the Trust, shall be deemed to be a dissolution, liquidation or winding up of the Trust.

(e)             In determining whether a distribution (other than upon voluntary or involuntary liquidation), by dividend, redemption or other acquisition of Shares or otherwise, is permitted under Maryland law, amounts that would be needed, if the Trust were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of the holders of Series D Preferred Shares will not be added to the Trust’s total liabilities.

5. Redemption.

(a)             The Series D Preferred Shares are not subject to mandatory or optional redemption, except as otherwise provided in Section 5(b) below and except that in certain circumstances the Trust may elect to repurchase Series D Preferred Shares as set forth in Section 10 below.

(b)             The Trust may, at its option, redeem at any time all or from time to time any Series D Preferred Shares which constitute Excess Series D Preferred Shares (as defined in Section 12 below) for cash at a redemption price per share equal to $25.00, together with all accrued and unpaid dividends to the date fixed for redemption. Such redemption shall be in accordance with the same procedures set forth in Section 5 of the articles supplementary applicable to the Trust’s Series C Cumulative Redeemable Preferred Shares, as in effect on the date of these Articles Supplementary applicable to redemption thereof pursuant to Section 5(b) thereof, as though references therein to “Series C” referred to the Series D.

(c)              For the avoidance of doubt, the provisions of Section 5(a) above shall not limit any direct or indirect purchase or acquisition by the Trust of all or any Series D Preferred Shares on the open market (including in privately negotiated transactions).

6.             Voting Rights. Notwithstanding anything to the contrary contained in the Declaration, except as set forth below in this Section 6, the holders of the Series D Preferred Shares shall not be entitled to vote at any meeting of the shareholders for election of Trustees or for any other purpose or otherwise to participate in any action taken by the Trust or the shareholders thereof, or to receive notice of any meeting of shareholders (except for such notices as may be expressly required by law).

(a)             At any time dividends on the Series D Preferred Shares shall be in arrears for six or more quarterly periods, whether or not the quarterly periods are consecutive, the holders of Series D Preferred Shares (voting separately as a class with all other series of Preferred Shares of the Trust upon which like voting rights have been conferred and are exercisable) will be entitled to vote for the election of two additional Trustees of the Trust at the next annual meeting of shareholders and for those or other replacement Trustees at each subsequent meeting (and the number of Trustees then constituting the Board of Trustees will automatically increase by two, if not already increased by two by reason of the election of Trustees by the holders of such

- 5 -

Preferred Shares), until all dividends accumulated on Series D Preferred Shares for the past Dividend Periods shall have been fully paid or declared and a sum sufficient for the payment thereof set apart for payment. For the avoidance of doubt, and by means of example, in the event dividends on the Series B Preferred Shares and Series D Preferred Shares shall each be in arrears for six or more quarterly periods, the holders of Series B Preferred Shares and Series D Preferred Shares (and the holders of all other series of Preferred Shares of the Trust upon which like voting rights have been conferred and are exercisable) shall be entitled to vote for the election of two additional Trustees in the aggregate, not four or more additional Trustees.

(i)Upon the full payment of all such dividends accumulated on Series D Preferred Shares for the past Dividend Periods or the declaration in full thereof and the Trust’s setting aside a sum sufficient for the payment thereof, the right of the holders of Series D Preferred Shares to elect such two Trustees shall cease, and (unless there are one or more other series of Preferred Shares of the Trust upon which like voting rights have been conferred and are exercisable) the term of office of such Trustees previously so elected shall automatically terminate and the authorized number of Trustees of the Trust will thereupon automatically return to the number of authorized Trustees otherwise in effect, but subject always to the same provisions for the reinstatement and divestment of the right to elect two additional Trustees in the case of any such future dividend arrearage.

(ii)             If at any time when the voting rights conferred upon the Series D Preferred Shares pursuant to this Section 6(a) are exercisable any vacancy in the office of a Trustee elected pursuant to this Section 6(a) shall occur, then such vacancy may be filled only by the written consent of the remaining such Trustee or by vote of the holders of record of the outstanding Series D Preferred Shares and any other series of Preferred Shares of the Trust upon which like voting rights have been conferred and are exercisable and which are entitled to vote as a class with the Series D Preferred Shares in the election of Trustees pursuant to this Section 6(a).

(iii)             Any Trustee elected or appointed pursuant to this Section 6(a) may be removed only by the holders of the outstanding Series D Preferred Shares and any other series of Preferred Shares of the Trust upon which like voting rights have been conferred and are exercisable and which are entitled to vote as a class with the Series D Preferred Shares in the election of Trustees pursuant to this Section 6(a), and may not be removed by the holders of the Common Shares.

(iv)             The term of any Trustees elected or appointed pursuant to this Section 6(a) shall be from the date of such election or appointment and their qualification until the next annual meeting of the shareholders and until their successors are duly elected and qualify, except as otherwise provided above in this Section 6(a).

(b)              So long as any Series D Preferred Shares remain outstanding, the Trust shall not, without the affirmative vote or consent of the holders of at least two-thirds of the Series D Preferred Shares outstanding at the time, given in person or by proxy, either in writing or at a meeting (the holders of Series D Preferred Shares voting separately as a class), (i) authorize or create, or increase the number of authorized or issued shares of, any class or series of Shares

- 6 -

ranking senior to the Series D Preferred Shares with respect to payment of dividends or the distribution of assets upon liquidation, dissolution or winding up of the Trust, or reclassify any authorized Shares of the Trust into any such Shares, or create, authorize or issue any obligation or security convertible into or evidencing the right to purchase any such Shares, or (ii) amend, alter or repeal the provisions of the Declaration or these terms of the Series D Preferred Shares, whether by merger, consolidation or otherwise, so as to materially and adversely affect any right, preference, privilege or voting power of the Series D Preferred Shares; provided, however, that any increase in the number of authorized Preferred Shares, any issuance of or increase in the number of Series D Preferred Shares or any creation or issuance of or increase in the number of authorized shares of any class or series of Preferred Shares which rank on a parity with the Series D Preferred Shares with respect to payment of dividends or the distribution of assets upon liquidation, dissolution or winding up of the Trust or which are Junior Shares shall not be deemed to materially and adversely affect the rights, preferences, privileges or voting powers of the Series D Preferred Shares.

(c)             The voting provisions set forth in clauses (a) and (b) above will not apply if, at or prior to the time when the act with respect to which a vote would otherwise be required shall be effected, (i) all outstanding Series D Preferred Shares shall have been redeemed or repurchased by the Trust or (ii) all outstanding Series D Preferred Shares shall have been called for redemption or the Trust shall have exercised its election to repurchase all outstanding Series D Preferred Shares and in either case sufficient funds shall have been deposited in trust pursuant to the provisions of the terms of the Series D Preferred Shares to effect the redemption or repurchase, as applicable.

(d)              On each matter submitted to a vote of the holders of Series D Preferred Shares or on which the holders of Series D Preferred Shares are otherwise entitled to vote as provided herein, each Series D Preferred Share shall be entitled to one vote, except that when Shares of any other class or series of Preferred Shares of the Trust have the right to vote with the Series D Preferred Shares as a single class on any matter, the Series D Preferred Shares and the Shares of each such other class or series will have one vote for each $25.00 of liquidation preference.

7.              Conversion. Series D Preferred Shares will be convertible into Common Shares on and subject to the terms and conditions set forth below in this Section 7 and in Sections 8, 9 and 10 below.

(a) Holder Conversion Right.

(i)              Subject to and upon compliance with the provisions of this Section 7, a holder of any share or shares of Series D Preferred Shares shall have the right, at its option, to convert all or any portion of such holder’s outstanding Series D Preferred Shares (the “Holder Conversion Right”), subject to the conditions described below, into a number of fully paid and non-assessable Common Shares that are issuable initially at a conversion rate of 1.9231 Common Shares per $25.00 liquidation preference of Series D Preferred Shares (subject to adjustment in accordance with the provisions of Section 8 and Section 9 hereof, the “Conversion Rate”). The “Conversion Price” at any time shall be equal to $25.00 divided by the Conversion Rate at such time.

- 7 -

(ii)             To exercise the Holder Conversion Right, a holder of Series D Preferred Shares must surrender to the Trust at its principal office or at the office of the Transfer Agent, as may be designated by the Board of Trustees, the certificate or certificates, if any, for the Series D Preferred Shares to be converted accompanied by a written notice stating that the holder of Series D Preferred Shares elects to convert all or a specified whole number of those shares pursuant to the Holder Conversion Right and specifying the name or names in which the holder wishes the certificate or certificates for the Common Shares, if any, to be issued or in which ownership of such Common Shares, if uncertificated, are to be registered (“Conversion Notice”).

(iii)             As promptly as practicable after the surrender of the certificate or certificates, if any, for Series D Preferred Shares in accordance with Section 7(a)(ii), the receipt of the Conversion Notice and payment of all required transfer taxes, if any, or the demonstration to the Trust’s satisfaction that those taxes have been paid, (A) if Common Shares to be issued upon such conversion are certificated, the Trust shall issue and shall deliver or cause to be issued and delivered to such holder, or to such other Person on such holder’s written order (I) certificates evidencing the number of validly issued, fully paid and non-assessable full Common Shares to which the holder of the shares of Series D Preferred Shares being converted, or the holder’s transferee, shall be entitled, and (II) if less than the full number of such Series D Preferred Shares are being converted, if the Series D Preferred Shares are certificated, a new certificate or certificates, of like tenor, for the number of Series D Preferred Shares evidenced by the surrendered certificate or certificates, lessthe number of shares being converted (or otherwise the Trust shall cause the number of Series D Preferred Shares not being converted to remain registered in the name of such holder), or (B) if Common Shares to be issued upon such conversion are not certificated, (I) the Trust shall cause the number of validly issued, fully paid and non-assessable full Common Shares to which a holder of shares of Series D Preferred Shares being converted, or a holder’s transferee, shall be entitled to be registered in the name of such holder or such transferee, as applicable, and (II) if less than the full number of such Series D Preferred Shares are being converted, if the Series D Preferred Shares are certificated, a new certificate or certificates, of like tenor, for the number of Series D Preferred Shares evidenced by the surrendered certificate or certificates, lessthe number of shares being converted (or otherwise the Trust shall cause the number of Series D Preferred Shares not being converted to remain registered in the name of such holder), and (C) if a fractional interest in respect of a Common Share arising upon such conversion is to be settled in cash as provided in Section 7(c)(ii) below, a check or other transfer of funds for the cash settlement amount.

(iv)             In lieu of the foregoing procedure, to the extent Series D Preferred Shares are held by DTC in global form, the beneficial owner of Series D Preferred Shares shall comply with the procedures of DTC in order to convert the owner’s beneficial interest in such Series D Preferred Shares.

(v)             Each conversion pursuant to exercise of the Holder Conversion Right shall be deemed to have been made at the close of business on the date of giving the Conversion Notice and of surrendering the certificate or certificates, if any, evidencing the Series D Preferred Shares to be converted (the “Conversion Date”) so that the rights

- 8 -

of the holder thereof as to the Series D Preferred Shares being converted shall cease except for the right to receive Common Shares and, if applicable, cash in lieu of fractional Common Shares issuable upon such conversion, and, if applicable, the Person entitled to receive Common Shares shall be treated for all purposes as having become the record holder of those Common Shares at that time.

(vi)If a holder of Series D Preferred Shares has exercised its Fundamental Change Conversion Right with respect to Series D Preferred Shares, such Series D Preferred Shares may not be converted pursuant to exercise of a Holder Conversion Right unless such holder has timely submitted notice withdrawing the Series D Preferred Shares from conversion pursuant to the Fundamental Change Conversion Right pursuant to Section 10. If the Trust elected to repurchase Series D Preferred Shares subject to the exercise of a Fundamental Change Conversion Right in accordance with Section 10, such holder’s Holder Conversion Right with respect to the Series D Preferred Shares so subject to repurchase shall expire unless the Trust or the Transfer Agent has received the related Conversion Notice and the certificate or certificates, if any, for the Series D Preferred Shares, being converted (or, if applicable, the beneficial owner of such Series D Preferred Shares has complied with the procedures of DTC for the conversion of such Series D Preferred Shares) at or prior to 5:00 PM, New York City time, on the Business Day immediately preceding the Fundamental Change Conversion Date, unless the Trust defaults on the payment of the Fundamental Change Purchase Price.

(b) Company Conversion Option.

(i)              On or after November 20, 2011, the Trust shall have the option to convert some or all of the outstanding Series D Preferred Shares into that number of Common Shares that are issuable at the then applicable Conversion Rate (the “CompanyConversion Option”). The Trust may exercise the Company Conversion Option only if the Closing Sale Price (as hereinafter defined) of the Common Shares equals or exceeds the then applicable Conversion Price for at least 20 Trading Days in a period of 30 consecutive Trading Days (including the last Trading Day of such period), ending on the Trading Day immediately prior to the Trust’s issuance of a press release announcing its intent to exercise the Company Conversion Option in accordance with Section 7(b)(iii).

(ii)             If the Trust shall convert less than all of the outstanding Series D Preferred Shares, the Transfer Agent shall select the Series D Preferred Shares to be converted by lot, on a pro rata basis or in accordance with any other method the Transfer Agent considers fair and appropriate. The Trust may convert the Series D Preferred Shares only in a whole number of shares. If a portion of a holder’s Series D Preferred Shares is selected for partial conversion by the Trust and the holder exercises the Holder Conversion Right to convert a portion of such Series D Preferred Shares, the number of Series D Preferred Shares subject to conversion by the Trust pursuant to the Company Conversion Option shall be reduced by the number of shares that the holder converted by exercising the Holder Conversion Right.

(iii)             To exercise the Company Conversion Option right set forth in this Section 7(b), the Trust shall issue a press release for publication to the Dow Jones &

- 9 -

Company, Inc., Business Wire or Bloomberg Business News (or, if such organizations are not in existence at the time of issuance of such press release, such other news or press organization as is reasonably calculated to broadly disseminate the relevant information to the public) prior to the opening of business on the first Trading Day following any date on which the conditions set forth in Section 7(b)(i) shall have been satisfied, announcing the Trust’s intention to exercise the Company Conversion Option. The Trust shall also give notice by mail or by publication (with subsequent prompt notice by mail) to the holders of the Series D Preferred Shares (not more than four (4) Trading Days after the date of the press release) announcing the Trust’s intention to exercise the Company Conversion Option. The effective date for any Company Conversion Option (the “CompanyConversion Option Date”) shall be on the date that is five (5) Trading Days after the date on which the Trust issues such press release. In addition to any information required by applicable law or regulation, the Company Conversion Option Notice and the press release and notice with respect to the exercise of the Company Conversion Option shall state, as appropriate: (A) the Company Conversion Option Date; (B) the number of Common Shares to be issued upon conversion of each Series D Preferred Share; (C) the number of shares of Series D Preferred Shares to be converted; and (D) that dividends on the Series D Preferred Shares to be converted shall cease to accrue on the Company Conversion Option Date.

(iv)             As promptly as practicable after the exercise of the Company Conversion Option and surrender to the Trust at its principal office or at the office of the Transfer Agent, as may be designated by the Board of Trustees, the certificate or certificates, if any, for the Series D Preferred Shares to be converted accompanied by a written notice specifying the name or names in which the holder wishes the certificate or certificates for the Common Shares, if any, to be issued or in which ownership of such Common Shares, if uncertificated, are to be registered, (A) if Common Shares to be issued upon such conversion are certificated, (x) the Trust shall issue and shall deliver or cause to be issued and delivered to such holder, or to such other Person on such holder’s written order (I) certificates evidencing the number of validly issued, fully paid and non-assessable full Common Shares to which a holder of shares of Series D Preferred Shares being converted, or a holder’s transferee, shall be entitled, (II) if less than the full number of such Series D Preferred Shares are being converted, if the Series D Preferred Shares are certificated, a new certificate or certificates, of like tenor, for the number of Series D Preferred Shares evidenced by the surrendered certificate or certificates, lessthe number of shares being converted (or otherwise the Trust shall cause the number of Series D Preferred Shares not being converted to remain registered in the name of such holder), or (B) if Common Shares to be issued upon such conversion are not certificated, (I) the Trust shall cause the number of validly issued, fully paid and non-assessable full Common Shares to which a holder of shares of Series D Preferred Shares being converted, or a holder’s transferee, shall be entitled to be registered in the name of such holder or such transferee, as applicable, and (II) if less than the full number of such Series D Preferred Shares are being converted, if the Series D Preferred Shares are certificated, a new certificate or certificates, of like tenor, for the number of Series D Preferred Shares evidenced by the surrendered certificate or certificates, lessthe number of shares being converted (or otherwise the Trust shall cause the number of Series D Preferred Shares not being converted to remain registered in the name of such holder),

- 10 -

and (C) if a fractional interest in respect of a Common Share arising upon such conversion is to be settled in cash as provided in Section 7(c)(ii), a check or other transfer of funds for the cash settlement amount.

(v)             In lieu of the foregoing procedure, to the extent Series D Preferred Shares are held by DTC in global form, the beneficial owner of Series D Preferred Shares shall comply with the procedures of DTC upon exercise of the Company Conversion Option in order to convert the owner’s beneficial interest in such Series D Preferred Shares.

(vi)             Each conversion pursuant to this Section 7(b) shall be deemed to have been made at the close of business on the Company Conversion Option Date so that the rights of the holder thereof as to the shares of Series D Preferred Shares being converted shall cease except for the right to receive Common Shares and, if applicable, cash in lieu of fractional Common Shares issuable upon such conversion, and the Person entitled to receive Common Shares shall be treated for all purposes as having become the record holder of those Common Shares at that time.

(vii)             In case any Series D Preferred Share is to be converted pursuant to this Section 7(b), the holder’s right to voluntarily convert such Series D Preferred Share pursuant to exercise of the Holder Conversion Right or the Fundamental Change Conversion Right shall terminate at 5:00 p.m., New York City time, on the Business Day immediately preceding the Company Conversion Option Date.

(c) General Provisions for Conversions.

(i)             If more than one Series D Preferred Share shall be surrendered for conversion by the same holder or subject to exercise of the Company Conversion Option at the same time, the number of full Common Shares issuable on conversion of those shares of Series D Preferred Shares shall be computed on the basis of the total number of shares of Series D Preferred Shares so surrendered.

(ii)             In connection with the conversion of any Series D Preferred Shares, the Trust may elect not to issue fractional Common Shares, in which case the Trust shall pay a cash adjustment in respect of any fractional interest in an amount equal to the fractional interest, multiplied by the Closing Sale Price of the Common Shares on the Trading Day immediately prior to the Conversion Date or the Company Conversion Option Date, as applicable.

(iii)             In case the Conversion Notice or holder’s order pursuant to Section 7(b)(iv) specifies that the Common Shares issuable upon conversion of Series D Preferred Shares are to be issued or registered in a name or names other than that of the registered holder of Series D Preferred Shares, the notice or order shall be accompanied by payment of all transfer taxes payable upon the issuance of Common Shares in that name or names. Other than those transfer taxes payable pursuant to the preceding sentence, the Trust shall pay any documentary, stamp or similar issue or transfer taxes that may be payable in respect of any issuance or delivery of Common Shares upon conversion of Series D Preferred Shares pursuant to this Section 7.

- 11 -

(iv)             A holder of Series D Preferred Shares is not entitled to any rights of a holder of Common Shares until that holder has converted its Series D Preferred Shares, and only to the extent such Series D Preferred Shares have been or are deemed to have been converted to Common Shares in accordance with the provisions of this Section 7.

(v)             The Trust shall, prior to issuance of any share of Series D Preferred Shares, and from time to time as may be necessary, reserve and keep available, free from preemptive rights, out of its authorized but unissued shares of beneficial interest, for the purpose of effecting the conversion of the Series D Preferred Shares pursuant to this Section 7, such number of its duly authorized Common Shares as shall from time to time be sufficient to effect the conversion pursuant to this Section 7 of all shares of Series D Preferred Shares then outstanding into such Common Shares at any time (assuming that, at the time of the computation of such number of Common Shares, all such shares of Series D Preferred Shares would be held by a single holder). The Trust covenants that all Common Shares that may be issued upon conversion of Series D Preferred Shares shall, upon issue, be validly issued, fully paid and nonassessable and free from all liens and charges and, except as provided in Section 7(c)(iii), taxes with respect to the issue thereof and not subject to any preemptive rights. Before the delivery of any Common Shares that the Trust shall be obligated to deliver upon conversion of any shares of the Series D Preferred Shares, the Trust shall comply with all federal and state laws and regulations applicable to such conversion.

(d) Payment of Dividends upon Conversion.

(i) Holders Conversion Right.

(A) If a holder of Series D Preferred Shares exercises its Holder Conversion Right, upon delivery of the Series D Preferred Shares for conversion, those Series D Preferred Shares shall cease to cumulate dividends as of the close of business on the Conversion Date and the holder shall not receive any cash payment representing accrued and unpaid dividends on the Series D Preferred Shares delivered for conversion, except in those limited circumstances discussed in this Section 7(d)(i). Except as provided herein, the Trust shall make no payment for accrued and unpaid dividends, whether or not in arrears, on Series D Preferred Shares converted at a holder’s election pursuant to a Holder Conversion Right, or for dividends on Common Shares issued upon such conversion.

(B) If the Trust receives a Conversion Notice before the close of business on a Dividend Record Date, the holder shall not be entitled to receive any portion of the dividend payable on such converted Series D Preferred Shares on the corresponding Dividend Payment Date.

(C) If the Trust receives a Conversion Notice after the Dividend Record Date but prior to the corresponding Dividend Payment Date, the holder of Series D Preferred Shares on the Dividend Record Date shall receive on that Dividend Payment Date accrued dividends on those Series D

- 12 -

Preferred Shares, notwithstanding the conversion of those Series D Preferred Shares prior to that Dividend Payment Date. However, at the time that such holder surrenders the Series D Preferred Shares for conversion, the holder shall pay to the Trust an amount equal to the dividend that has accrued and that shall be paid on the related Dividend Payment Date.

(D) A holder of Series D Preferred Shares on a Dividend Record Date who exercises its Holder Conversion Right and converts such Series D Preferred Shares into Common Shares on or after the corresponding Dividend Payment Date shall be entitled to receive the dividend payable on such Series D Preferred Shares on such Dividend Payment Date, and the converting holder need not include payment of the amount of such dividend upon surrender for conversion of such Series D Preferred Shares.

(ii) Company Conversion Option.

(A) If the Trust exercises the Company Conversion Option, whether the Company Conversion Option Date is prior to, on or after the Dividend Record Date for the current period, all unpaid dividends which are in arrears as of the Company Conversion Option Date shall be payable to the holder of the Series D Preferred Shares with respect to which the Company Conversion Option has been exercised.

(B) If the Trust exercises the Company Conversion Option and the Company Conversion Option Date is a date that is after the close of business on a Dividend Payment Date and prior to the close of business on the next Dividend Record Date, the holder of Series D Preferred Shares with respect to which the Company Conversion Option has been exercised shall not be entitled to receive any portion of the dividend for such period on such converted Series D Preferred Shares on the corresponding Dividend Payment Date.

(C) If the Trust exercises the Company Conversion Option and the Company Conversion Option Date is a date that is on or after the close of business on any Dividend Record Date and prior to the close of business on the corresponding Dividend Payment Date, all dividends, including accrued and unpaid dividends, whether or not in arrears, with respect to the Series D Preferred Shares called for conversion on such date, shall be payable on such Dividend Payment Date to the record holder of Series D Preferred Shares if the record holder of such shares is the record holder of such Shares on such Dividend Record Date.

(iii)              Fundamental Change Conversion Right. The provisions set forth above in this Section 7(d) shall not apply to Series D Preferred Shares which are converted into Common Shares pursuant to the Fundamental Change Conversion Right or which are repurchased by the Trust in lieu of such conversion pursuant to Section 10 below.

- 13 -

8. Adjustments to Conversion Rate

(a) The Conversion Rate shall be adjusted from time to time by the Trust as follows:

(i)             If Common Shares are issued as payment for dividends on Common Shares, the Conversion Rate shall be adjusted based on the following formula:

CR¹ = CR_O x OS₁/OS_O

where,

CRO	=	the Conversion Rate in effect immediately prior to such event
CR1	=	the Conversion Rate in effect immediately after such event
OSO	=	the number of Common Shares outstanding immediately prior to such event
OS1	=	the number of Common Shares outstanding immediately after such event.

An adjustment made pursuant to this subsection (i) shall become effective on the date immediately after the date fixed for the determination of shareholders entitled to receive such dividend or other distribution. If any dividend described in this subsection (i) is declared but not so paid or made, the Conversion Rate shall again be adjusted to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared.

(ii)             If a share subdivision, combination or reclassification of Common Shares is effected, the Conversion Rate shall be adjusted based on the following formula:

CR¹ = CR_O x OS₁/OS_O

where,

CRO	=	the Conversion Rate in effect immediately prior to such event
CR1	=	the Conversion Rate in effect immediately after such event
OSO	=	the number of Common Shares outstanding immediately prior to such event
OS1	=	the number of Common Shares outstanding immediately after such event.

An adjustment made pursuant to this subsection (ii) shall become effective on the date immediately after the date on which such subdivision, combination or reclassification becomes effective.

- 14 -

(iii)             If any rights, warrants, options or other securities are issued to all or substantially all of the holders of Common Shares entitling them for a period of not more than sixty (60) days immediately following the record date for the distribution, to purchase or subscribe for Common Shares, or securities convertible into Common Shares (which for such and similar purposes hereunder shall be deemed also to include securities which are exchangeable or exercisable for Common Shares), in either case at an exercise price per share or a conversion price per share less than the Closing Sale Price per share of the Common Shares on the record date for such distribution, the Conversion Rate shall be adjusted based on the following formula:

CR¹ = CR_O x (OS_O+X)/(OS_O+Y)

where,

CRO	=	the Conversion Rate in effect immediately prior to such event
CR1	=	the Conversion Rate in effect immediately after such event
OSO	=	the number of Common Shares outstanding immediately prior to such event
X	=	the total number of Common Shares issuable pursuant to such rights, warrants, options or other securities
Y	=	the number of Common Shares equal to the quotient of (A) the aggregate price payable to exercise of such rights, warrants, options or other securities and (B) the average of the Closing Sale Prices of Common Shares for the 10 consecutive Trading Days prior to the Business Day immediately preceding the date of announcement for the issuance of such rights, warrants, options, other securities or convertible securities.

An adjustment made pursuant to this subsection (iii) shall be made successively whenever such rights, warrants, options, other securities or convertible securities are issued, and shall become effective on the day following the date of announcement of such issuance. If, at the end of the period during which such rights, warrants, options, other securities or convertible securities are exercisable or convertible, not all rights, warrants, options, other securities or convertible securities have been exercised or converted, as the case may be, the adjusted Conversion Rate shall be immediately readjusted to what it would have been based upon the number of additional Common Shares actually issued (or the number of Common Shares actually issued upon conversion of convertible securities actually issued).

For purposes of this subsection (iii), in determining whether such rights, warrants, options, other securities or convertible securities entitle the holder to subscribe for or purchase or exercise a conversion right for Common Shares at less than the average Closing Sale Price of the Common Shares, and in determining the aggregate exercise or conversion price payable for such Common Shares, there shall be taken into account any

- 15 -

consideration received by the Trust for such rights, warrants, options, other securities or convertible securities and any amount payable on exercise or conversion thereof, with the value of such consideration, if other than cash, to be determined by the Board of Trustees.

(iv)             If any shares of the Trust’s or any of the Trust’s existing or future subsidiaries’ shares of beneficial interest (other than Common Shares), evidences of indebtedness or other assets (other than distributions covered by subsections (v) and (vi) below) or rights, warrants, options or other securities or convertible securities which entitle the holder to subscribe for or purchase or exercise a conversion right for securities of the Trust (other than those covered by subsection (iii) above or referred to in Section 8(i) below relating to Rights Plans) (collectively, subject to such exclusions, “Distributed Assets”), the Conversion Rate in effect immediately before the close of business on the ex-distribution date shall be adjusted, based on the following formula:

CR¹ = CR_O x SP_O/(SP_O - FMV)

where

CRO	=	the Conversion Rate in effect immediately prior to such distribution
CR1	=	the Conversion Rate in effect immediately after such distribution
SPO	=	the average of the Closing Sale Prices of Common Shares for the 10 consecutive Trading Days prior to the Business Day immediately preceding the ex-dividend date for such distribution
FMV	=	the fair market value (as determined in good faith by the Board of Trustees) of such Distributed Assets distributed with respect to each outstanding Common Share on the record date for such distribution.

Notwithstanding the foregoing, the Trust shall not adjust the Conversion Rate pursuant to this paragraph for distributions of rights, warrants, options or other securities or convertible securities, if adequate provision shall be made (as determined in good faith by the Board of Trustees) so that the holder of each Series D Preferred Share shall have the right to receive on the date, if any, on which such Series D Preferred Share is converted into Common Shares, the amount of such Distributed Assets such holder of such Series D Preferred Share would have received had such holder of such Series D Preferred Share owned a number of Common Shares equal to the Conversion Rate on the record date for such distribution.

With respect to an adjustment pursuant to this subsection (iv) where there has been a payment or distribution on Common Shares or capital shares of any class or series, or similar equity interest, of or relating to a subsidiary or other business unit (a “spin-off”), the Conversion Rate in effect immediately before the close of business on the ex-distribution date shall be increased, based on the following formula instead of the formula set forth above in this subsection (iv):

CR¹ = CR_O x (FMV_O + MP_O)/MP_O

- 16 -

where,

CRO	=	the Conversion Rate in effect immediately prior to such distribution
CR1	=	the Conversion Rate in effect immediately after such distribution
FMVO	=	the average of the Closing Sale Prices of the capital shares or similar equity interest distributed to holders of Common Shares applicable to one Common Share over the first 10 Trading Days after the effective date of the spin-off
MPO	=	the average of the Closing Sale Prices of Common Shares over the first 10 consecutive Trading Days after the effective date of the spin-off.

The adjustment to the Conversion Rate under the preceding paragraph with respect to a spin-off shall occur on the tenth Trading Day from, and including, the effective date of the spin-off.

If any such distribution or distribution described in this subsection (iv) is declared but not paid or made, the Conversion Rate shall again be adjusted to be the Conversion Rate that would then be in effect if such distribution had not been declared.

(v)             If any cash dividend or distribution is paid or made during any of the Trust’s quarterly fiscal periods to all or substantially all of the holders of Common Shares in an aggregate amount that, together with all other cash dividends and distributions made during such quarterly fiscal period, exceeds the Distribution Threshold times the number of Common Shares outstanding on the record date for such dividend or distribution, other than distributions covered by subsection (vi) below, the Conversion Rate shall be adjusted based on the following formula:

CR¹ = CR_O x SP_O/(SP_O - C)

where,

CRO	=	the Conversion Rate in effect immediately prior to the record date for such distribution
CR1	=	the Conversion Rate in effect immediately after the record date for such distribution
SPO	=	the average of the Closing Sale Prices of Common Shares for the 10 consecutive Trading Days prior to the Business Day immediately preceding the Dividend Record Date of such distribution
C	=	(A) in the case of a regular quarterly dividend or distribution, the amount in cash per share the Trust distributes to holders of Common Shares that exceeds the Distribution Threshold then in effect or (B) in any other case, the full amount of such dividend or distribution.

- 17 -

An adjustment made pursuant to this subsection  (v) shall become effective on the date immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution. If any dividend or distribution described in this subsection  (v) is declared but not so paid or made, the Conversion Rate shall again be adjusted to the Conversion Rate that would then be in effect if such distribution had not been declared.

The initial “Distribution Threshold” shall be $0.21. In the event the Conversion Rate is adjusted pursuant to this Section 8, other than an adjustment in respect of a regular quarterly dividend or distribution pursuant to this subsection (v), the Distribution Threshold shall be concurrently adjusted multiplying the Distribution Threshold in effect immediately before the adjustment by a fraction, the numerator of which is the Conversion Rate in effect immediately before the adjustment, and the denominator of which is the adjusted Conversion Rate.

(vi)             If distributions of cash or other consideration by the Trust or any of its subsidiaries in respect of a tender offer or exchange offer for Common Shares, where such cash and the value of any such other consideration per Common Share validly tendered or exchanged exceeds the Closing Sale Price per Common Share on the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to the tender or exchange offer (the “Expiration Date” and the last time at which such tenders or exchanges could have been made on the Expiration Date being the “Expiration Time”) on the following formula:

CR¹ = CR_O x (AC + (SP₁ x OS₁))/(OS_O x SP₁)

where,

CRO	=	the Conversion Rate in effect on the Expiration Date
CR1	=	the Conversion Rate in effect on the day next succeeding the Expiration Date
AC	=	the aggregate value of all cash and any other consideration (as determined by the Board of Trustees) paid or payable for Common Shares purchased in such tender or exchange offer
OSO	=	the number of Common Shares outstanding immediately prior to the Expiration Time
OS1	=	the number of Common Shares outstanding immediately after the date such tender or exchange offer expires
SP1	=	the average of the Closing Sale Prices of Common Shares for the 10 consecutive Trading Days commencing on the Trading Day next succeeding the Expiration Date

- 18 -

If, however, the application of the foregoing formula would result in a decrease in the Conversion Rate, no adjustment to the Conversion Rate shall be made.

Any adjustment made pursuant to this subsection (vi) shall become effective on the date immediately prior to the open of business on the day following the Effective Date. If the Trust is obligated to purchase Common Shares pursuant to any such tender or exchange offer, but the Trust is permanently prevented by applicable law from effecting any such purchases or all such purchases are rescinded, the Conversion Rate shall again be adjusted to be the Conversion Rate that would be in effect if such tender or exchange offer had not been made.

(b)             If the Trust issues any rights, warrants, options or other securities entitling the holders thereof to purchase or subscribe for Common Shares or securities convertible into Common Shares only upon the occurrence of certain triggering events, then:

(i)             the Conversion Rate shall not be adjusted pursuant to Section 8(a) above until the earliest of these triggering events occurs; and

(ii)             the Conversion Rate shall be readjusted to the extent any of these rights, options or warrants are not exercised before they expire.

(c)             The Conversion Rate shall not be adjusted for any of the transactions described in Section 8(a) if the Trust makes provisions for each holder of Series D Preferred to participate in the transaction without conversion as if such holder held the number of shares equal to the Conversion Rate in effect on the “ex-date” or effective date, as the case may be, for such transaction multiplied by the number of Series D Preferred Shares held by such holder.

(d)             The Conversion Rate shall not be adjusted pursuant to the provisions above unless the adjustment would result in a change of at least 1% in the then effective Conversion Rate. Any adjustment that would otherwise have been made shall be taken into account in any subsequent adjustment. In addition, at the end of each fiscal year, beginning with the fiscal year ending on December 31, 2007, any adjustments that have otherwise deferred pursuant to this subsection (d) shall be given effect, and those adjustments, if any, shall no longer be carried forward or taken into account in any subsequent adjustment. If a Fundamental Change occurs, all adjustments that have otherwise deferred pursuant to this subsection (d) shall be given effect.

(e)             To the extent permitted by law and the continued listing requirements of the NYSE or any other securities exchange on which Common Shares may then be listed, the Board of Trustees may, from time to time, increase the Conversion Rate by any amount for a period of at least 20 days or any longer period required by law, so long as the increase is irrevocable during that period and the Board of Trustees determines that the increase is in the Trust’s best interests. Any such determination by the Board of Trustees shall be conclusive. The Trust shall mail a notice of the increase to holders of Series D Preferred Shares at least 15 days before the day the increase commences.

(f)             The Board of Trustees may from time to time make such additional increases in the Conversion Rate, in addition to those otherwise required or permitted by this Section 8, if the Board determines that it is advisable, in order that any dividend or distribution of Common

- 19 -

Shares or other capital shares, any subdivision, reclassification or combination of Common Shares or other capital shares, or any issuance of options, warrants or other rights to acquire Common Shares or other capital shares, or any event treated as such for United States federal income tax purposes, shall not be taxable to the holders of such Common Shares, capital shares, options, warrants or other right for United States federal income tax purposes or to diminish any such tax. The Trust shall mail a notice of the increase to holders of Series D Preferred Shares at least 15 days before the day the increase commences.

(g)              Notwithstanding the other provisions of this Section 8, the Conversion Rate shall not be adjusted:

(i)             upon the issuance of any Common Shares pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Trust’s securities and the investment of additional optional amounts in Common Shares under any plan;

(ii)             upon the issuance of any Common Shares or options or rights to purchase Common Shares pursuant to, or the repurchase by the Trust of Common Shares or such options or rights pursuant to, any present or future employee, trustee, manager or consultant incentive or benefit plan or program of or assumed by the Trust or any of the Trust’s subsidiaries;

(iii) for a change in the par value of the Common Shares; or

(iv) for accumulated and unpaid dividends.

(h)             The following provisions shall apply if a Business Combination shall occur a result of which the holders of the Trust’s Common Shares are entitled to receive stock, other securities, other property or assets (including cash or any combination thereof) with respect to or in exchange for Common Shares:

(i)             The Trust or the successor or purchasing Person, as the case may be, shall provide that each holder of Series D Preferred Shares shall be entitled thereafter to convert such Series D Preferred Shares into the kind and amount of stock, other securities or other property or assets (including cash or any combination thereof) which such holder of Series D Preferred Shares would have owned or been entitled to receive upon such Business Combination as if such holder of Series D Preferred Shares held a number of Common Shares equal to the Conversion Rate as of the effective date for such Business Combination, multiplied by the number of shares of Series D Preferred Shares held by such holder; provided that with respect to a Business Combination that also constitutes a Fundamental Change, such holder of Series D Preferred Shares shall not be entitled to receive any Additional Shares if such holder does not convert its Series D Preferred Shares in connection with the relevant Fundamental Change pursuant to Section 10(a). In the event that holders of Common Shares have the opportunity to elect the form of consideration to be received in such Business Combination, the Trust shall make adequate provision whereby the holders of Series D Preferred Shares shall have a reasonable opportunity to determine the form of consideration into which all of the

- 20 -

Series D Preferred Shares, treated as a single class, shall be convertible from and after the effective date of such Business Combination. Such determination shall be based on the weighted average of elections made by the holders of Series D Preferred Shares who participate in such determination, shall be subject to any limitations to which all of the holders of Common Shares are subject (such as pro rata reductions applicable to any portion of the consideration payable in such Business Combination), and shall be conducted in such a manner as to be completed by the date which is the earliest of (A) the deadline for elections to be made by holders of Common Shares, and (B) two Trading Days prior to the anticipated effective date of the Business Combination.

(ii)             The Trust shall provide notice of the opportunity to determine the form of such consideration, as well as notice of the determination made by the holders of Series D Preferred Shares (and the weighted average of elections), by posting such notice with DTC and providing a copy of such notice to the Transfer Agent. If the effective date of a Business Combination is delayed beyond the initially anticipated effective date, holders of Series D Preferred Shares shall be given the opportunity to make subsequent similar determinations in regard to such delayed effective date.

(iii)             If this Section 8(h) applies to any event or occurrence would otherwise result in an adjustment to the Conversion Rate pursuant to this Section 8, such adjustment shall not occur or apply.

(iv)             The above provisions of this Section 8(h) shall similarly apply to successive Business Combinations. The Trust shall not become a party to any Business Combination to which this Section 8(h) is applicable unless its terms are consistent in all material respects with the provisions of this Section 8(h).

(v)              None of the provisions of this Section 8(h) shall affect the right of a holder of Series D Preferred Shares to convert its shares of Series D Preferred Shares into Common Shares prior to the effective date of a Business Combination.

(i)             To the extent that a Rights Plan is in effect at the time of conversion of any Series D Preferred Share into Common Shares, upon such conversion, the converting holder shall receive, in addition to Common Shares, the rights under such Rights Plan, unless the rights have expired, terminated or been redeemed or unless the rights have separated from Common Shares prior to the time of conversion, in which case the Conversion Rate shall be adjusted (subject to the other provisions of this Section 8, including without limitation Section 8(c)), at the time of separation as if the Trust made a distribution thereof covered by Section 8(a)(iv) above, subject to readjustment in the event of the expiration, termination or redemption of such rights.

(j)              No adjustment to the Conversion Rate shall be required in connection with any event, transaction or other occurrence unless these terms of the Series D Preferred Shares specifically require that such an adjustment be made in connection with such event, transaction or other occurrence.

- 21 -

(k)             All adjustments to the Conversion Rate under this Section 8 or Section 9 or 10 shall be made by the Trust and shall be calculated to the nearest one ten thousandth (1/10,000) of a share. Notwithstanding anything in these terms of the Series D Preferred Shares to the contrary, in no event shall the Conversion Rate be adjusted so that the Conversion Price would be less than $0.01, subject to adjustment for share splits and combinations, reclassifications and similar events affecting the Common Shares.

(l)             In any case in which this Section 8 provides that an adjustment shall become effective immediately after (A) a record date for an event, (B) the date fixed for the determination of shareholders entitled to receive a distribution pursuant to Section 8(a)(i), (C) a date fixed for the determination of shareholders entitled to receive rights, warrants, options or other securities pursuant to Section 8(a)(iii) or (D) the Expiration Time for any tender or exchange offer pursuant to Section 8(a)(vi) (each a “Determination Date”), the Trust may elect to defer until the occurrence of the applicable Adjustment Event (x) issuing to each holder of Series D Preferred Shares (or portion thereof) converted after such Determination Date and before the occurrence of such Adjustment Event, the additional Common Shares or other securities issuable upon such conversion by reason of the adjustment required by such Adjustment Event over and above the Common Shares issuable upon such conversion before giving effect to such adjustment and (y) settling fractional shares in the manner set forth in Section 7(c)(ii); provided that in the case of an adjustment made pursuant to Section 8(a)(iv) with respect to a distribution of capital shares of, or similar equity interest in, a subsidiary or other business unit of the Trust, the Trust may defer the issuance of such additional shares and cash payment, if any, until the third Business Day immediately following the last day of the 20 consecutive Trading Day period commencing on the fifth Trading Day after the Ex Distribution Date. For purposes of this Section 8(l), the term “Adjustment Event” shall mean:

(i)             in any case referred to in clause (A) hereof, the occurrence of such event;

(ii)            in any case referred to in clause (B) hereof, the date any such distribution is paid or made;

(iii)           in any case referred to in clause (C) hereof, the date of expiration of such rights, warrants, options or other securities (or the conversion period of any convertible securities issued upon exercise thereof); and

(iv)            in any case referred to in clause (D) hereof, the date a sale or exchange of Common Shares pursuant to such tender or exchange offer is consummated and becomes irrevocable.

(m)              Whenever an adjustment in the Conversion Rate with respect to the Series D Preferred Shares is required:

(i)             the Trust shall forthwith place on file with the Transfer Agent a certificate of its chief financial officer (or such person having similar responsibilities of the Trust), stating the adjusted Conversion Rate determined as provided herein and setting forth in reasonable detail such facts as shall be necessary to show the reason for and the manner of computing such adjustment; and

- 22 -

(ii)              a notice stating that the Conversion Rate has been adjusted and setting forth the adjusted Conversion Rate shall forthwith be given by the Trust to each holder of Series D Preferred Shares. Any such notice so given shall be conclusively presumed to have been duly given, whether or not the holder receives such notice, and any failure to give such notice or any defect therein shall not affect the legality or validity of any such adjustment.

(n) In case:

(i)             the Trust shall declare a dividend or any other distribution on its Common Shares that would require an adjustment in the Conversion Rate pursuant to Section 8(a); or

(ii)             the Trust shall authorize the granting to the holders of all or substantially all of the Common Shares of rights, warrants, options or other securities to subscribe for or purchase any share of any class of shares of beneficial interest of the Trust or any other rights, warrants, options or other securities of the Trust; or

(iii)              of any reclassification or reorganization of the Common Shares (other than a subdivision or combination of the outstanding Common Shares, or a change in par value, or from par value to no par value, or from no par value to par value), or of any consolidation or merger to which the Trust is a party and for which approval of any shareholders of the Trust is required, or of the sale or transfer of all or substantially all of the assets of the Trust; or

(iv)              of the voluntary or involuntary dissolution, liquidation or winding up of the Trust;

the Trust shall cause to be mailed to each holder of Series D Convertible Shares at its address appearing in the records of the Trust, as promptly as possible but in any event at least ten (10) days prior to the applicable date hereinafter specified, a notice stating (A) the date on which a record is to be taken for the purpose of such, distribution or grant, or, if a record is not to be taken, the date as of which the holders of Common Shares of record to be entitled to such, distribution or grant are to be determined, or (B) the date on which such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up is expected to become effective or occur, and the date as of which it is expected that holders of Common Shares of record shall be entitled to exchange their Common Shares for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. In the event any of the foregoing events described in clause (i) through (iv) above is a Make-Whole Fundamental Change, this notice pursuant to this Section 8(n) may be combined with the notice to be provided pursuant to Section 9(c) below. Failure to give a notice pursuant to this Section 8(n), or any defect therein, shall not affect the legality or validity of such dividend, distribution, grant, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up.

9. Adjustment to Conversion Rate Upon a Fundamental Change

- 23 -

(a)             If and only to the extent a holder of Series D Preferred Shares elects to convert its Series D Preferred Shares pursuant to Section 8(a) in connection with a Make-Whole Fundamental Change, the Trust shall increase the Conversion Rate applicable to the shares of Series D Preferred Shares surrendered for conversion by a number of additional shares (the “Additional Shares”), if any, as set forth in this Section 9. A conversion shall be deemed for the purposes of this Section 9(a) to be “in connection with” a Fundamental Change if the applicable Conversion Notice is received by the Transfer Agent from and including the Effective Date of such Fundamental Change up to and including the Fundamental Change Conversion Date for that Fundamental Change. If a holder elects to convert Series D Preferred Shares in connection with a Fundamental Change, but such Fundamental Change is not consummated, then such holder shall not be entitled to the increased Conversion Rate referred to above in connection with the conversion.

The number of Additional Shares, if any, shall be determined by reference to the table below, based on the Effective Date of such Fundamental Change and the Share Price for such Fundamental Change. If an event occurs that requires an adjustment to the Conversion Rate as described in Section 8, each applicable Share Price set forth in the first column of the table below shall be adjusted, concurrently with such adjustment in the Conversion Rate, multiplying the Share Price in effect immediately before the adjustment by a fraction, the numerator of which is the Conversion Rate in effect immediately before the adjustment, and the denominator of which is the adjusted Conversion Rate. In addition, but without duplication of the adjustment pursuant to the preceding sentence, if an event occurs that requires an adjustment to the Conversion Rate as described in Section 8, each applicable number of Additional Shares set forth in the table below shall be adjusted concurrently and in the same manner in which the Conversion Rate is adjusted as described in Section 8.

Number of Additional Shares (per $25.00 liquidation preference of Series D Preferred Shares)
	Effective Date
Share Price	October 11, 2006	November 15, 2007	November 15, 2008	November 15, 2009	November 15, 2010	November 20, 2011
$11.72	0.2099	0.2099	0.2099	0.2099	0.2099	0.2099
$13.00	0.1236	0.1165	0.1068	0.0929	0.0706	0.0198
$14.00	0.0802	0.0724	0.0621	0.0482	0.0276	0.0000
$15.00	0.0527	0.0450	0.0355	0.0236	0.0084	0.0000
$16.00	0.0344	0.0276	0.0196	0.0105	0.0017	0.0000
$17.00	0.0234	0.0175	0.0110	0.0045	0.0002	0.0000
$18.00	0.0166	0.0116	0.0064	0.0020	0.0000	0.0000
$19.00	0.0122	0.0080	0.0039	0.0009	0.0000	0.0000
$20.00	0.0095	0.0059	0.0026	0.0005	0.0000	0.0000

- 24 -

(b)             The exact applicable Share Price and Effective Date may not be as set forth in the table above, in which case:

(i)             if the actual applicable Share Price is between two applicable Share Price listed in the table above, or the actual effective date is between two dates listed in the table above, the Trust shall determine the number of additional shares by linear interpolation between the numbers of additional shares set forth for the two applicable prices, or for the two dates based on a 365-day year, as applicable;

(ii)             if the actual applicable Share Price is greater than $20.00 per share (subject to adjustment as provided below, the “Cap Price”), no Additional Shares shall be issuable and the Conversion Rate shall not increase in connection with a Fundamental Change; and

(iii)             if the actual applicable Share Price is less than $11.72 per share (subject to adjustment as provided below, the “Floor Price”), no Additional Shares shall be issuable and the Conversion Rate shall not increase in connection with a Fundamental Change.

In no event shall Additional Shares be issuable if, after giving effect thereto, the Conversion Rate would exceed 2.1331 (the “Cap Conversion Rate”). If an event occurs that requires an adjustment to the Conversion Rate as described in Section 8, each of the Cap Price, the Floor Price and the Cap Conversion Rate shall be adjusted concurrently and in the same manner in which the Conversion Rate is adjusted as described in Section 8.

(c)             The Trust shall mail to holders of Series D Preferred Shares notice of, or publicly announce (with subsequent prompt notice by mail), the anticipated effective date of any proposed Make-Whole Fundamental Change at least 15 days before the anticipated Effective Date of such Make-Whole Fundamental Change. In addition, no later than the third Business Day after the completion of such Make-Whole Fundamental Change, the Trust shall publicly announce such completion.

10. Fundamental Change Conversion Right and Repurchase Right.

(a)              Subject to and upon compliance with the provisions of this Section 10, in the event of a Fundamental Change occurs, a holder of any share or shares of Series D Preferred Shares shall have the right, at its option and in addition to its Holder Conversion Right, to convert all or any portion of such holder’s outstanding Series D Preferred Shares (the “Fundamental Change Conversion Right”) on the applicable Fundamental Change Conversion Date into the number of fully paid and non-assessable Common Shares per $25.00 liquidation preference of Series D Preferred Shares equal to such liquidation preference plus accrued and unpaid dividends to but not including such Fundamental Change Conversion Date divided by 98% of the Market Price of Common Shares (such rate of conversion being the “Fundamental Change Conversion Rate”). The Fundamental Change Conversion Right shall be exercisable as provided below in this Section 10.

(b)             If the Fundamental Change Conversion Right has been exercised with respect to Series D Preferred Shares, the Trust shall have the right (the “Repurchase Right”), at its election and in lieu of such conversion, to repurchase some or all of such Series D Preferred Shares for a

- 25 -

repurchase price per share equal to the $25.00 liquidation preference of such Series D Preferred Share plus accrued and unpaid dividends to, but not including, such Fundamental Change Conversion Date (the “Fundamental Change Repurchase Price”); provided that if the relevant Fundamental Change Conversion Date is on a date that is after a Dividend Record Date and on or prior to the corresponding Dividend Payment Date, the Trust shall pay such dividends to the holder of record on the corresponding Dividend Record Date, and the Fundamental Change Repurchase Price per Series D Preferred Share shall be equal to the $25.00 liquidation preference of such Series D Preferred Share. The Repurchase Right shall be exercisable by notice from the Trust to holders of Series D Preferred Shares and to the Transfer Agent given not later than the time and in the manner provided in Section 10(e) and may be incorporated as a part of the notice delivered pursuant to such Section.

(c)             In the event the Trust exercises the Repurchase Right with respect to Series D Preferred Shares that would otherwise be converted into Common Shares on a Fundamental Change Conversion Date, such Series D Preferred Shares shall not be converted into Common Shares, and the holder of such Series D Preferred Shares shall be entitled to receive the applicable Fundamental Change Repurchase Price in cash as provided in this Section 10.

(d)              Notwithstanding the provisions of Section 10(a), but subject to the next sentence, the aggregate number of Common Shares issuable in connection with the exercise of the Fundamental Change Conversion Right may not exceed 32,500,000 shares or such other number of Common Shares as shall then be authorized and available for issuance. If the number of Common Shares issuable upon such conversion would exceed 32,500,000 shares or such other number of Common Shares as shall then be authorized and available for issuance, the Trust shall have the option to satisfy the remainder of such conversion in common shares that are authorized for issuance in the future. The Trust shall use its best efforts to have any such additional number of Common Shares authorized for issuance within 180 days of the Fundamental Change Conversion Date.

(e)              Within 15 Business Days after the occurrence of a Fundamental Change, the Trust shall mail to the Transfer Agent and all holders of Series D Preferred Shares, and to beneficial owners as required by applicable law, a notice regarding the Fundamental Change and of the resulting Repurchase Right. The notice shall state, among other things:

(i) the events constituting the Fundamental Change;

(ii) the Effective Date of the Fundamental Change;

(iii)            the last date on which a holder of Series D Preferred Shares may exercise the Fundamental Change Conversion Right;

(iv)             to the extent applicable, the Fundamental Change Conversion Rate and the Fundamental Change Conversion Price;

(v)             whether the Trust has exercised the Repurchase Right with respect to some or all of Series D Preferred Shares as to which the Fundamental Change Conversion Right may be exercised and, if less than all of such Series D Preferred Shares, specifying the percentage which the Trust has elected to repurchase;

- 26 -

(vi)             unless the Trust has exercised the Repurchase Right with respect to all Series D Preferred Shares as to which the Fundamental Change Conversion Right applies, the method of calculating the Market Price of Common Shares;

(vii) the Fundamental Change Conversion Date;

(viii) the name and address of the applicable Transfer Agent;

(ix)             the Conversion Rate and any adjustments to the Conversion Rate that will result from the Fundamental Change;

(x)             that Series D Preferred Shares with respect to which the Fundamental Change Conversion Right has been exercised may be converted at the applicable Conversion Rate, if otherwise convertible, only if a notice of the exercise of the Fundamental Change Conversion Right has been properly withdrawn;

(xi)             that the holder of Series D Preferred Shares shall have the right to withdraw notice of the exercise of the Fundamental Change Conversion Right as to any Series D Preferred Shares prior to the close of business on the Business Day immediately preceding the Fundamental Change Conversion Date (or any such time as may be required by applicable law);

(xii)             the CUSIP number or numbers assigned to the Series D Preferred Shares (if then generally in use);

(xiii)              briefly, the other conversion rights of the Series D Preferred Shares and whether, at the time of such notice, the Series D Preferred Shares are eligible for conversion thereunder; and

(xiv)             unless the Trust has elected to repurchase all Series D Preferred Shares as to which the Fundamental Change Conversion Right applies, the procedures that holders must follow to exercise of the Fundamental Change Conversion Right.

The Trust shall issue a press release for publication to the Dow Jones & Company, Inc., Business Wire or Bloomberg Business News (or, if such organizations are not in existence at the time of issuance of such press release, such other news or press organization as is reasonably calculated to broadly disseminate the relevant information to the public) prior to the opening of business on the first Trading Day following any date on which the Trust provides such notice to the holders of Series D Preferred Shares. No failure of the Trust to give the foregoing notices and no defect therein shall limit the conversion rights of holders of Series D Preferred Shares or affect the validity of the proceedings for conversion or repurchase of the Series D Preferred Shares pursuant to this Section 10.

(f)              In order to exercise the Fundamental Change Conversion Right a holder of Series D Preferred Shares must surrender to the Trust at its principal office or at the office of the Transfer Agent, as may be designated by the Board of Trustees, the certificate or certificates, if any, for the Series D Preferred Shares to be converted accompanied by a written notice specifying the name or names in which the holder wishes the certificate or certificates for the

- 27 -

Common Shares, if any, to be issued or in which ownership of such Common Shares, if uncertificated, are to be registered, and stating:

(i)             the relevant Fundamental Change Conversion Date;

(ii)             that the holder of Series D Preferred Shares elects to convert all or a specified whole number of those shares pursuant to the Fundamental Change Conversion Right; and

(iii)             that the Series D Preferred Shares are to be converted pursuant to the Fundamental Change Conversion Right provisions of Series D Preferred Shares.

In lieu of the foregoing procedure, to the extent Series D Preferred Shares are held by DTC in global form, the beneficial owner of Series D Preferred Shares shall comply with the procedures of DTC in order to convert the owner’s beneficial interest in such Series D Preferred Shares pursuant to the Fundamental Change Conversion Right on or before the close of business on the Fundamental Change Conversion Date.

(g)             A holder may withdraw any notice of its exercise of its Fundamental Change Conversion Right (in whole or in part) by delivering to the Transfer Agent a written notice of withdrawal prior to the close of business on the Business Day immediately preceding the Fundamental Change Conversion Date. The notice shall identify the name of the holder, indicate that the holder is withdrawing its election to exercise its Fundamental Change Conversion Right and must state:

(i)             the number of Series D Preferred Shares being withdrawn;

(ii)             if certificated shares have been issued, the certificate numbers of the Series D Preferred Shares being withdrawn; and

(iii)             the number, if any, of the Series D Preferred Shares that remain subject to the conversion notice.

In lieu of the foregoing procedure, to the extent Series D Preferred Shares are held by DTC in global form, the beneficial owner of Series D Preferred Shares shall comply with the procedures of DTC in order to withdraw notice of exercise of its Fundamental Change Conversion Right with respect to such owner’s beneficial interest in such Series D Preferred Shares on or before the close of business on the Business Day immediately preceding the Fundamental Change Conversion Date.

(h)             As promptly as practicable following the Fundamental Change Conversion Date and the surrender of the certificate or certificates, if any, for Series D Preferred Shares to be converted on such date pursuant to the Fundamental Change Conversion Right and receipt of the notice in accordance with Section 10(f), and, if Common Shares to be issued upon conversion of such Series D Preferred Shares are to be registered in a name other than the name of the holder of such Series D Preferred Shares payment of all required transfer taxes, if any, or the demonstration to the Trust’s satisfaction that those taxes have been paid, unless the Trust shall have exercised the Repurchase Right with respect to such Series D Preferred Shares, (i) if

- 28 -

converted on such date pursuant to the Fundamental Change Conversion Right and receipt of the notice in accordance with Section 10(f), and, if Common Shares to be issued upon conversion of such Series D Preferred Shares are to be registered in a name other than the name of the holder of such Series D Preferred Shares payment of all required transfer taxes, if any, or the demonstration to the Trust’s satisfaction that those taxes have been paid, unless the Trust shall have exercised the Repurchase Right with respect to such Series D Preferred Shares, (i) if Common Shares to be issued upon such conversion are certificated, the Trust shall issue and shall deliver or cause to be issued and delivered to such holder, or to such other Person on such holder’s written order (A) certificates evidencing the number of validly issued, fully paid and non-assessable full Common Shares to which the holder of the shares of Series D Preferred Shares being converted, or the holder’s transferee, shall be entitled, and (B) if less than the full number of such Series D Preferred Shares are being converted, if the Series D Preferred Shares are certificated, a new certificate or certificates, of like tenor, for the number of Series D Preferred Shares evidenced by the surrendered certificate or certificates, lessthe number of shares being converted (or otherwise the Trust shall cause the number of Series D Preferred Shares not being converted to remain registered in the name of such holder), or (ii) if Common Shares to be issued upon such conversion are not certificated, (A) the Trust shall cause the number of validly issued, fully paid and non-assessable full Common Shares to which a holder of shares of Series D Preferred Shares being converted, or a holder’s transferee, shall be entitled to be registered in the name of such holder or such transferee, as applicable, and (B) if less than the full number of such Series D Preferred Shares are being converted, if the Series D Preferred Shares are certificated, a new certificate or certificates, of like tenor, for the number of Series D Preferred Shares evidenced by the surrendered certificate or certificates, lessthe number of shares being converted (or otherwise the Trust shall cause the number of Series D Preferred Shares not being converted to remain registered in the name of such holder), and (C) if a fractional interest in respect of a Common Share arising upon such conversion is to be settled in cash as provided in Section 10(l), a check or other transfer of funds for the cash settlement amount.

(i)             A conversion of Series D Preferred Shares pursuant to the Fundamental Change Conversion Right which has been properly exercised and for which the notice of exercise has not been withdrawn shall be deemed to have been made at the close of business on the Fundamental Change Conversion Date, unless the Repurchase Right has been exercised with respect to such Series D Preferred Shares, and at such time the rights of the holder thereof as to the Series D Preferred Shares being converted shall cease except for the right to receive Common Shares and, if applicable, cash in lieu of fractional Common Shares issuable upon such conversion, and the Person entitled to receive Common Shares shall be treated for all purposes as having become the record holder of those Common Shares at that time.

(j)             If the Trust elected to repurchase Series D Preferred Shares subject to the exercise of a Fundamental Change Conversion Right, the Fundamental Change Conversion Right of the holder of such Series D Preferred Shares shall automatically not be exercisable, but the holder shall be entitled to receive the Fundamental Change Repurchase Price as provided below in this Section 10.

(k)            The holder of any Series D Preferred Share which the Trust has elected to repurchase pursuant to the Repurchase Right and as to which the notice of exercise of the Fundamental Change Conversion right has not been properly withdrawn shall be entitled to payment of the Fundamental Change Repurchase Price from the Trust promptly following the later of (i) the Fundamental Change Conversion Date with respect to such Series D Preferred Shares and (ii) the time of book-entry transfer or delivery of such Series D Preferred Shares to the Transfer Agent. If the Transfer Agent holds cash sufficient to pay the Fundamental Change

- 29 -

Repurchase Price of the Series D Preferred Shares on the Business Day following the Fundamental Change Conversion Date, then:

(i)             the Series D Preferred Shares shall cease to be outstanding and dividends shall cease to accrue (whether or not book-entry transfer of the Series D Preferred Shares is made or whether or not the Series D Preferred Shares Certificate is delivered to the Transfer Agent); and

(ii)              all of the other rights of the holders of Series D Preferred Shares shall terminate (other than the right to receive the Fundamental Change Repurchase Price upon delivery or transfer of the Series D Preferred Shares).

(l)             In connection with the conversion of any Series D Preferred Shares pursuant to the Fundamental Change Conversion Right, the Trust may elect not to issue fractional Common Shares, in which case the Trust shall pay a cash adjustment in respect of any fractional interest in an amount equal to the fractional interest, multiplied by the Closing Sale Price of the Common Shares on the Trading Day immediately prior to the Fundamental Change Conversion Date.

(m)             In case the notice of exercise of the Fundamental Change Conversion Right specifies that the Common Shares issuable upon conversion of Series D Preferred Shares are to be issued or registered in a name or names other than that of the registered holder of Series D Preferred Shares, the notice of exercise shall be accompanied by payment of all transfer taxes payable upon the issuance of Common Shares in that name or names. Other than those transfer taxes payable pursuant to the preceding sentence, the Trust shall pay any documentary, stamp or similar issue or transfer taxes that may be payable in respect of any issuance or delivery of Common Shares upon conversion of Series D Preferred Shares pursuant to the Fundamental Change Conversion Right.

(n)             A holder of Series D Preferred Shares being converted pursuant to the Fundamental Change Conversion Right is not entitled to any rights of a holder of Common Shares, and only to the extent such Series D Preferred Shares have been or are deemed to have been converted to Common Shares in accordance with the provisions of this Section 10.

(o)             All Common Shares delivered upon conversion of shares of Series D Preferred pursuant to the Fundamental Change Conversion Right shall be duly authorized, validly issued, fully paid and nonassessable, and shall be free from preemptive rights and free of any lien or adverse claim.

(p)             The Trust shall comply with the provisions of all United States Federal and state securities laws in connection with any exercise of the Repurchase Right.

11.              Status of Redeemed, Reacquired and Converted Series D Preferred Shares. In the event any Series D Preferred Shares shall be redeemed pursuant to Section 5 hereof, repurchased pursuant to Section 10 hereof or otherwise reacquired by the Trust or converted pursuant to Section 7 or 10 hereof, the Shares so redeemed, repurchased, reacquired or converted shall become authorized but unissued Preferred Shares, available for future classification, reclassification and issuance by the Trust or, if so determined by the Trustees, may be retired and canceled by the Trust.

- 30 -

12. Restrictions on Transfer.

(a)             The Trustees, by notice to the holder thereof, may purchase any or all Series D Preferred Shares that have been transferred pursuant to a transfer or any or all Common Shares issued upon conversion of Preferred Shares which, in the opinion of the Trustees, would jeopardize the status of the Trust as a REIT for federal income tax purposes or, in the case of such Common Shares, result in such Common Share being Excess Shares under Section 6.14 of the Declaration. Without limiting the generality of the foregoing, as a condition to the transfer and/or registration of transfer of any Series D Preferred Shares (“Excess SeriesD Preferred Shares”) which could result in direct or indirect ownership (as defined in Section 6.14(i) of the Declaration) of Series D Preferred Shares representing more than 9.8% in value of the total Series D Preferred Shares outstanding becoming concentrated in the hands of one owner other than an Excepted Person (as such term is defined in Section 6.14(c) of the Declaration), such potential owner shall file with the Trust the statement or affidavit described in Section 6.14(b) of the Declaration no later than the fifteenth day prior to any transfer, registration of transfer or transaction which, if consummated, would result in such ownership. The Trustees shall have the power and right (i) by lot or other means deemed equitable by them to call for the purchase from the beneficial owner or the holder of such Excess Series D Preferred Shares or such Common Shares which are Excess Shares, and (ii) to refuse to transfer or issue Excess Series D Preferred Shares or such Common Shares which are Excess Shares or share certificates with respect thereto to any Person (as defined in Section 1.4(r) of the Declaration) whose acquisition of such Series D Preferred Shares or Common Shares would, in the opinion of the Trustees, result in the direct or indirect beneficial ownership of any Excess Series D Preferred Shares or Excess Shares by a person other than any of the Excepted Persons.

(b)             Any Excess Series D Preferred Shares shall automatically be deemed to constitute Excess Shares (within the meaning of the Declaration) and shall be treated in the manner prescribed for Excess Shares, including, without limitation, the provisions set forth in Section 6.14(c) thereof.

(c)               Notwithstanding any other provision of the Declaration or hereof to the contrary, any purported acquisition of Series D Preferred Shares (whether such purported acquisition results from the direct or indirect acquisition or ownership (as defined for purposes of the Declaration) of Series D Preferred Shares) or conversion of Series D Preferred Shares into Common Shares which would result in the disqualification of the Trust as a REIT for federal income tax purposes shall be null and void. Any such Series D Preferred Shares may be treated by the Trustees in the manner prescribed for Excess Series D Preferred Shares in these provisions of the Series D Preferred Shares and for Excess Shares in Section 6.14(c) of the Declaration, and any such Common Shares shall be Excess Shares in Section 6.14(c) of the Declaration.

(d)             The provisions of this Section 12 shall not limit the applicability of Section 6.14 of the Declaration to Series D Preferred Shares or any Common Shares issued upon conversion thereof in accordance with the terms thereof, and the provisions of this Section 12 and of Section 6.14 of the Declaration shall not limit the right of the Trust to elect to redeem Excess Series D Preferred Shares pursuant to Section 5(b) hereof. Nothing contained in this Section 12 or in any other provision of the Series D Preferred Shares shall limit the authority of the Trustees

- 31 -

to take such other action as they deem necessary or advisable to protect the Trust and the interests of the shareholders by preservation of the Trust’s status as a REIT for federal income tax purposes. The provisions of subsections (g) through (i) of Section 6.14 of the Declaration shall be applicable to this Section 12 as though (i) the references therein to Section 6.14 of the Declaration referred instead to this Section 12 and (ii) the references therein to subsections of Section 6.14 of the Declaration referred to the comparable provisions of this Section 12.

13.              Severability. If any preference, right, voting power, restriction, limitation as to dividends or other distributions, qualification, term or condition of redemption or other term of the Series D Preferred Shares is invalid, unlawful or incapable of being enforced by reason of any rule of law or public policy, then, to the extent permitted by law, all other preferences, rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications, terms and conditions of redemption and other terms of the Series D Preferred Shares which can be given effect without the invalid, unlawful or unenforceable preference, right, voting power, restriction, limitation as to dividends or other distributions, qualification, term or condition of redemption or other term of the Series D Preferred Shares shall remain in full force and effect and shall not be deemed dependent upon any invalid, unlawful or unenforceable preference, right, voting power, restriction, limitation as to dividends or other distributions, qualification, term or condition of redemption or other term of the Series D Preferred Shares.

14.              Notices to Holders. Unless otherwise provided herein or required by law, notices to holders of Series D Preferred Shares provided for in these Articles Supplementary shall be mailed to such holders by first class mail, postage pre-paid, at the respective addresses as the same shall appear on the share transfer records of the Trust or the Transfer Agent. Unless otherwise provided herein or required by law, requirements set forth in these Articles Supplementary for public announcements or publications by the Trust may be satisfied if the subject matter thereof is contained in (a) a document filed by the Trust with, or furnished by the Trust to, the Securities and Exchange Commission and such filing is available to be viewed by the public on the Securities and Exchange Commission’s EDGAR system (or any successor system thereto) or (b) a press release submitted by the Trust for publication to Dow Jones & Company, Inc., Business Wire or Bloomberg Business News (or, if such organizations are not in existence at the time of issuance of such press release, such other news or press organization as is reasonably calculated to broadly disseminate the relevant information to the public).

15.              Certain Definitions. As used in this ARTICLE SECOND, the following terms shall have the following respective meanings:

“Additional Shares” has the meaning set forth in Section 9(a).

“Adjustment Event” has the meaning set forth in Section 8(l).

“Business Combination” means:

(i)              any recapitalization, reclassification or change of Common Shares, other than a change in par value, or from par value to no par value, or from no par value to par value, or as a result of subdivision or a combination;

(ii)              a consolidation, merger or combination of the Trust with another Person;

- 32 -

(iii)       a sale, conveyance or lease to another Person of all or substantially all of the Trust’s property and assets (other than to one or more of the Trust’s subsidiaries); or

(iv) a statutory share exchange.

“Business Day” means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions in New York, New York or Boston, Massachusetts are authorized or required by law, regulation or executive order to close.

“Cap Conversion Rate” has the meaning set forth in Section 9(b).

“Cap Price” has the meaning set forth in Section 9(b)(ii).

“Change in Control” means the occurrence of any of the following:

(i)              any “person” or “group” (as those terms are used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the “beneficial owner” (as that term is used in Rule 13d-3 under the Exchange Act), directly or indirectly, of 50% or more of the total outstanding voting power of all classes of the Trust’s shares of beneficial interest entitled to vote generally in the election of Trustees (the “voting share”);

(ii)             there occurs a sale, transfer, lease, conveyance or other disposition of all or substantially all of the Trust’s property or assets, or of all or substantially all of the property or assets of the Trust and its subsidiaries on a consolidated basis, to any “person” or “group” (as those terms are used in Sections 13(d) and 14(d) of the Exchange Act), including any group acting for the purpose of acquiring, holding, voting or disposing of securities within the meaning of Rule 13d-5(b)(1) under the Exchange Act;

(iii)             the Trust consolidates with, or merges with or into, another Person or any Person consolidates with, or merges with or into, the Trust, unless the Persons that “beneficially owned,” directly or indirectly, the Trust’s voting share immediately prior to such consolidation or merger “beneficially owned,” directly or indirectly, immediately after such consolidation or merger, voting shares of the surviving or continuing entities representing at least a majority of the total outstanding voting shares of all outstanding classes of voting shares of the surviving or continuing entity;

(iv)             the following persons cease for any reason to constitute a majority of the Board of Trustees:

(A) individuals who on the Original Issue Date constituted the Board of Trustees; and

(B) any new Trustees whose election to the Board of Trustees or whose nomination for election by the Trust’s shareholders was approved by at least a majority of the Trust’s Trustees then still in office either who were Trustees on the Original Issue Date or whose election or nomination for election was previously so approved; or

- 33 -

(v)             the Trust is liquidated or dissolved or holders of the Trust’s shares of beneficial interest approve any plan or proposal for the Trust’s liquidation or dissolution.

Notwithstanding the foregoing, a transaction described in (ii) or (iii) above will not constitute a change of control if at least 90% of the consideration (other than cash payments for fractional shares or pursuant to statutory appraisal rights) in such transaction consists of common shares and any associated rights traded on a United States national securities exchange (or which will be traded when issued or exchanged in connection with such transaction).

“Closing Sale Price” means with regard to the Common Shares or other capital shares of beneficial interest on any date, the closing sale price per share (or, if no closing sale price is reported, the average of the bid and asked prices or, if more than one in either case, the average of the average bid and the average asked prices) on such date as reported by the NYSE or, if the Common Shares or other capital shares of beneficial interest, as the case may be, is not reported by the NYSE, in composite transactions for the principal other U.S. national or regional securities exchange on which the Common Shares or such capital shares of beneficial interest is traded. If the Common Shares or such capital shares of beneficial interest are not listed for trading on a U.S. national or regional securities exchange on the relevant date, the Closing Sale Price will be the last quoted bid price for the Common Shares or such capital shares of beneficial interest in the over-the-counter market on the relevant date as reported by the National Quotation Bureau Incorporated or similar organization. If the Common Shares or such capital shares of beneficial interest are not so quoted, the Closing Sale Price will be the average of the mid-point of the last bid and asked prices for the Common Shares or such capital shares of beneficial interest on the relevant date from each of at least three independent nationally recognized investment banking firms selected by the Trust for this purpose.

“Company Conversion Option” has the meaning set forth in Section 7(b)(i).

“Company Conversion Option Date” has the meaning set forth in Section 7(b)(iii).

“Conversion Date” has the meaning set forth in Section 7(a)(v).

“Conversion Notice” has the meaning set forth in Section 7(a)(ii).

“Conversion Price” has the meaning set forth in Section 7(a)(i).

“Conversion Rate” has the meaning set forth in Section 7(a)(i).

“Distributed Assets” has the meaning set forth in Section 8(a)(iv).

“Distribution Threshold” has the meaning set forth in Section 8(a)(v).

“Dividend Payment Date” has the meaning set forth in Section 3(a).

“Dividend Period” has the meaning set forth in Section 3(a).

“Dividend Rate” has the meaning set forth in Section 3(a).

- 34 -

“Dividend Record Date” has the meaning set forth in Section 3(a).

“DTC” means The Depository Trust Company or a successor thereto or other similar depositary holding Series D Preferred Shares in global form.

“Effective Date” means, with respect to a Fundamental Change, the date on which such Fundamental Change occurs or becomes effective.

“Excess SeriesD Preferred Shares” has the meaning set forth in Section 12(a).

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Expiration Date” has the meaning set forth in Section 8(a)(vi).

“Expiration Time” has the meaning set forth in Section 8(a)(vi).

“Floor Price” has the meaning set forth in Section 9(c)(iii).

“Fundamental Change” means the occurrence of a Change in Control or a Termination of Trading.

“Fundamental Change Conversion Date” means, with respect to a Fundamental Change, the date specified as such by the Trust in its notice of such Fundamental Change delivered pursuant to Section 10(e), which date shall be a Business Day and shall not be less than 20 days nor more than 35 days after the date on which the Trust gives such notice.

“Fundamental Change Conversion Rate” has the meaning set forth in Section 10(a).

“Fundamental Change Conversion Right” has the meaning set forth in Section 10(a).

“Fundamental Change Repurchase Price” has the meaning set forth in Section 10(b).

“Holder Conversion Right” has the meaning set forth in Section 7(a)(i).

“Junior Shares” has the meaning set forth in Section 2.

“NYSE” means the New York Stock Exchange or any successor thereto.

“Make-Whole Fundamental Change” means a Fundamental Change having an Effective Date on or prior to November 15, 2011.

“Market Price” means, with respect to any Fundamental Change Conversion Date, the average of the Closing Sale Prices of the Common Shares for the five (5) consecutive Trading Days ending on the third Trading Day prior to the Fundamental Change Conversion Date, appropriately adjusted to take into account the occurrence, during the period commencing on the first Trading Day of such five Trading-Day period and ending on the Fundamental Change Conversion Date, of any event described in Section 8; provided that in no event shall the Market Price be less than $0.01, subject to adjustment for share splits and combinations, reclassification and similar events.

- 35 -

“Original Issue Date” has the meaning set forth in Section 3(a).

“REIT” means a real estate investment trust as defined in the Internal Revenue Code.

“Repurchase Right” has the meaning set forth in Section 10(b).

“Rights Plan” means the Renewed Rights Agreement, dated as of March 10, 2004, between the Trust and Wells Fargo Bank, National Association (as successor rights agent to EquiServe Trust Company, N.A.), as rights agent, any replacement agreement therefor or any successor or supplemental shareholder rights protection plan adopted by the Board of Trustees, each as in effect from time to time.

“SeriesB Preferred Shares” has the meaning set forth in Section 2.

SeriesC Preferred Shares” has the meaning set forth in Section 2.

“SeriesD Preferred Shares” has the meaning set forth in Section 1.

“Share Price” means, with respect to a Fundamental Change, an amount determined as follows:

(vi)             if the Fundamental Change is a transaction or series of related transactions and the consideration (excluding cash payments for fractional shares or pursuant to statutory appraisal rights) for Common Shares in the Fundamental Change consists solely of cash, then the Share Price will be the cash amount paid per Common Share in the transaction;

(vii)             if the Fundamental Change is a sale, transfer, lease, conveyance or other disposition of property and assets and the consideration paid for the Trust’s property and assets (or for the property and assets of the Trust and its subsidiaries on a consolidated basis) consists solely of cash, then the Share Price will be the cash amount paid for the Trust’s property and assets, expressed as an amount per Common Share outstanding on the Effective Date of such Fundamental Change; and

(viii)             in all other cases, the Share Price will be the average of the Closing Sale Price per Common Share for the five consecutive Trading Days immediately preceding the Effective Date.

“Termination of Trading” is deemed to occur if the Trust’s Common Shares (or other equity securities into which the Series D Preferred Shares are then convertible) are neither listed for trading on a United States national securities exchange nor approved for trading on an established automated over-the-counter trading market in the United States.

“ Trading Day” means a day during which trading in securities generally occurs on the NYSE or, if the Common Shares are not quoted on the NYSE, then a day during which trading in securities generally occurs on the principal U.S. securities exchange on which the Common Shares are listed or, if the Common Shares are not listed on a U.S. national or regional securities

- 36 -

exchange, then on the principal other market on which the Common Shares are then traded or quoted.

“Transfer Agent” means, initially, Wells Fargo Bank, N.A., as transfer agent for the Series D Preferred Shares or, with respect to all or any particular function of the Transfer Agent in these Articles Supplementary, such other conversion, paying or other agent which the Trust shall have designated by notice given to the holders of Series D Preferred Shares, specifying the name and address of such agent. The Trust may, in its sole discretion, remove any Transfer Agent with 10 days’ prior notice to the Transfer Agent; provided, that the Trust shall appoint a successor Transfer Agent who shall accept such appointment prior to the effectiveness or such removal.

THIRD: The Series D Preferred Shares have been classified and designated by the Board of Trustees under the authority contained in the Declaration.

FOURTH: These Articles Supplementary have been approved by the Board of Trustees or an authorized committee thereof in the manner and by the vote required by law.

FIFTH: The undersigned President of the Trust acknowledges these Articles Supplementary to be the trust act of the Trust and, as to all matters or facts required to be verified under oath, the undersigned President acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and this statement is made under the penalties for perjury.

IN WITNESS WHEREOF, HRPT PROPERTIES TRUST has caused these Articles Supplementary to be signed in its name and on its behalf by its President and witnessed by its Secretary on October __, 2006.

WITNESS:	HRPT PROPERTIES TRUST
	By:
John C. Popeo	John A. Mannix
Secretary	President

- 37 -

EX-4.1

Exhibit 4.1

[FRONT OF CERTIFICATE]

Temporary Certificate-Exchangeable For Definitive Engraved Certificate

When Available for Delivery

[Graphic which contains: Number HRPT PROPERTIES TRUST [Graphic which contains: SHARES ______]

HRD _______]

A MARYLAND REAL ESTATE INVESTMENT TRUST

6½% SERIES D CUMULATIVE	6½% SERIES D CUMULATIVE
CONVERTIBLE PREFERRED SHARES	CONVERTIBLE PREFERRED SHARES
	CUSIP 40426W 50 7
	SEE REVERSE FOR IMPORTANT NOTICE ON TRANSFER RESTRICTIONS
	AND OTHER INFORMATION

THIS CERTIFIES THAT

is the registered holder of

FULLY PAID AND NONASSESSABLE 6½% SERIES D CUMULATIVE CONVERTIBLE PREFERRED SHARES, $.01 PAR VALUE PER SHARE, OF BENEFICIAL INTEREST IN

[Superimposed over the following paragraph are the words "Preferred Shares"]

HRPT Properties Trust (the "Trust"), a Maryland Real Estate Investment Trust established by Declaration of Trust made as of October 9, 1986, as amended from time to time, a copy of which, together with all amendments thereto (the "Declaration"), is on file with the State Department of Assessments and Taxation of Maryland. The provisions of the Declaration and the Bylaws of the Trust, and all amendments thereto, are hereby incorporated in and made a part of this certificate as fully as if set forth herein in their entirety, to all of which provisions the holder and every transferee or assignee hereof by accepting or holding the same agrees to be bound. See reverse for existence of Trustees' authority to determine preferences and other rights of subsequent series of shares, and of restriction on transfer provisions governing the shares evidenced by this certificate. This certificate and the shares evidenced hereby are negotiable and transferable on the books of the Trust by the registered holder hereof in person or by its duly authorized agent upon surrender of this certificate properly endorsed or assigned to the same extent as a stock certificate and the shares of a Maryland corporation. This certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar.

Witness the facsimile seal of the Trust and the facsimile signatures of its duly authorized officers.

Dated:

[Seal of Trust]

/s/ John C. Popeo	/s/ John A. Mannix
TREASURER	PRESIDENT AND CHIEF OPERATING OFFICER

THE DECLARATION OF TRUST PROVIDES THAT THE NAME "HRPT PROPERTIES TRUST" REFERS TO THE TRUSTEES UNDER THE DECLARATION OF TRUST, COLLECTIVELY AS TRUSTEES, BUT NOT INDIVIDUALLY OR PERSONALLY, AND NO TRUSTEE, SHAREHOLDER, EMPLOYEE OR AGENT OF THE TRUST SHALL BE HELD TO ANY PERSONAL LIABILITY, JOINTLY OR SEVERALLY, IN CONNECTION WITH THIS INSTRUMENT. ALL PERSONS DEALING WITH THE TRUST IN ANY WAY SHALL LOOK ONLY TO THE ASSETS OF THE TRUST FOR PAYMENT OF ANY SUM OR PERFORMANCE OF ANY OBLIGATION.

COUNTERSIGNED AND REGISTERED:

WELLS FARGO BANK, N. A.

TRANSFER AGENT AND REGISTRAR

BY

/s/                  

AUTHORIZED SIGNATURE

[REVERSE OF CERTIFICATE]

HRPT PROPERTIES TRUST

_________________

IMPORTANT NOTICE

_________________

THE TRUST WILL FURNISH TO ANY SHAREHOLDER, ON REQUEST AND WITHOUT CHARGE, A FULL STATEMENT OF THE INFORMATION REQUIRED BY SECTION 8-203(d) OF THE CORPORATIONS AND ASSOCIATIONS ARTICLE OF THE ANNOTATED CODE OF MARYLAND WITH RESPECT TO THE DESIGNATIONS AND ANY PREFERENCES, CONVERSION AND OTHER RIGHTS, VOTING POWERS, RESTRICTIONS, LIMITATIONS AS TO DIVIDENDS AND OTHER DISTRIBUTIONS, QUALIFICATIONS, AND TERMS AND CONDITIONS OF REDEMPTION OF THE SHARES OF EACH CLASS OF BENEFICIAL INTEREST WHICH THE TRUST HAS AUTHORITY TO ISSUE AND, IF THE TRUST IS AUTHORIZED TO ISSUE ANY PREFERRED OR SPECIAL CLASS IN SERIES, (i) THE DIFFERENCES IN THE RELATIVE RIGHTS AND PREFERENCES BETWEEN THE SHARES OF EACH SERIES TO THE EXTENT SET, AND (ii) THE AUTHORITY OF THE BOARD OF TRUSTEES TO SET SUCH RIGHTS AND PREFERENCES OF SUBSEQUENT SERIES. THE FOREGOING SUMMARY DOES NOT PURPORT TO BE COMPLETE AND IS SUBJECT TO AND QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE DECLARATION OF TRUST OF THE TRUST, A COPY OF WHICH WILL BE SENT WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO REQUESTS. SUCH REQUEST MUST BE MADE TO THE SECRETARY OF THE TRUST AT ITS PRINCIPAL OFFICE OR TO THE TRANSFER AGENT.

IN CONNECTION WITH COMPLIANCE BY THE TRUST WITH REQUIREMENTS OF THE INTERNAL REVENUE CODE RELATING TO REAL ESTATE INVESTMENT TRUSTS, THE SHARES EVIDENCED BY THIS CERTIFICATE MAY BE REDEEMED BY THE TRUST, RIGHTS OF CONVERSION OF THE SHARES EVIDENCED HEREBY AND/OR THE TRANSFER THEREOF MAY BE PROHIBITED ALL UPON THE TERMS AND CONDITIONS SET FORTH IN THE DECLARATION OF TRUST. THE TRUST WILL FURNISH A COPY OF SUCH TERMS AND CONDITIONS TO THE REGISTERED HOLDER OF THIS CERTIFICATE UPON REQUEST AND WITHOUT CHARGE.

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM -	as tenants in common	UNIF GIFT MIN ACT-	______ Custodian _____
TEN ENT -	as tenants by the entireties		(Cust)                (Minor)
JT TEN -	as joint tenants with right		under Uniform Gifts to Minors
	or survivorship and not as		Act ___________________
	tenants in common		(State)

Additional abbreviations may also be used though not in the above list.

For value received _______________________________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF NEW OWNER

[BOX] _____________________

PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE.

Preferred Shares of Beneficial Interest represented by the within Certificate, and do hereby irrevocably constitute and appoint _____________________________________________________________ Attorney to transfer the said shares on the books of the within-named Trust with full power of substitution in the premises.

Dated, ______________

(Sign here)  __________________________________________________________

NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER.

Signature(s) Guaranteed: _____________________________________________

The signature(s) must be guaranteed by an eligible guarantor institution (Banks, Stockbrokers, Savings and Loan Associations and Credit Unions with membership in an approved signature guarantee Medallion Program), pursuant to S.E.C. Rule 17Ad-15.

EX-5.1

Exhibit 5.1

[LETTERHEAD OF VENABLE LLP]

DRAFT

October 10, 2006

HRPT Properties Trust

400 Centre Street

Newton, Massachusetts 02458

Re: Registration Statement on Form S-3

(File No. 333-135110)

Ladies and Gentlemen:

We have served as Maryland counsel to HRPT Properties Trust, a Maryland real estate investment trust (the "Company"), in connection with certain matters of Maryland law arising out of the issuance of (a) up to 15,180,000 Series D Cumulative Convertible Preferred Shares of beneficial interest, $0.01 par value per share (the "Preferred Shares"), of the Company (including up to 1,980,000 Preferred Shares which the underwriters in the Offering (as defined herein) have the option to purchase solely to cover over-allotments) and (b) up to 32,500,000 common shares of beneficial interest, $0.01 par value per share (the "Common Shares"), of the Company (the "Conversion Shares"), which may be issued upon conversion of the Preferred Shares in accordance with the terms and conditions set forth in the Articles Supplementary classifying and designating such Preferred Shares (the "Articles Supplementary"), covered by the above-referenced Registration Statement, and all amendments thereto (the "Registration Statement"), filed by the Company with the United States Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "1933 Act"). The Preferred Shares are to be issued in an underwritten public offering (the "Offering") pursuant to a Prospectus Supplement, dated October 5, 2006 (the "Prospectus Supplement"). Unless otherwise defined herein, capitalized terms used but not defined herein shall have the meanings given to them in the Registration Statement.

In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (collectively, the "Documents"):

1.The Registration Statement and the related prospectus included therein;

2.The Prospectus Supplement, substantially in the form to be filed with the Commission;

3.The Amended and Restated Declaration of Trust of the Company, as amended and supplemented (the "Declaration of Trust"), certified as of a recent date by the State Department of Assessments and Taxation of Maryland (the "SDAT");

HRPT Properties Trust

October 10, 2006

Page 2

4.The Bylaws of the Company, as amended and restated, certified as of the date hereof by an officer of the Company;

5.A certificate of the SDAT as to the good standing of the Company, dated as of a recent date;

6.Resolutions adopted by the Board of Trustees of the Company, or a duly authorized committee thereof, relating to the authorization of the issuance of the Preferred Shares and the Conversion Shares (the "Resolutions"), certified as of the date hereof by an officer of the Company;

7.A certificate executed by an officer of the Company, dated as of the date hereof; and

8.Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.

In expressing the opinion set forth below, we have assumed the following:

1.Each individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent to do so.

2.Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.

3.Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party’s obligations set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms.

4.All Documents submitted to us as originals are authentic. All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all such Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All representations, warranties, statements and information contained in the Documents are true and complete. There has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise.

HRPT Properties Trust

October 10, 2006

Page 3

5.The Preferred Shares and the Conversion Shares will not be issued in violation of any restriction or limitation contained in Section 6.14 of the Declaration of Trust or Section 12 of the Articles Supplementary.

6.Upon any issuance of Conversion Shares, the total number of Common Shares issued and outstanding will not exceed the total number of Common Shares that the Company is then authorized to issue under the Declaration of Trust.

Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:

1.The Company is a real estate investment trust duly formed and existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT.

2.The issuance of the Preferred Shares has been duly authorized and, when issued and delivered by the Company pursuant to the Resolutions and the Registration Statement against payment of the consideration set forth therein, the Preferred Shares will be validly issued, fully paid and nonassessable.

3.The issuance of the Conversion Shares has been duly authorized and, when issued and delivered by the Company upon conversion of the Preferred Shares pursuant to the Resolutions and the Articles Supplementary and otherwise in accordance with the Registration Statement, the Conversion Shares will be validly issued, fully paid and nonassessable.

The foregoing opinion is limited to the laws of the State of Maryland and we do not express any opinion herein concerning any other law. We express no opinion as to compliance with, or the applicability of, federal or state securities laws, including the securities laws of the State of Maryland.

The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.

This opinion is being furnished to you for submission to the Commission as an exhibit to the Company’s Current Report on Form 8-K relating to the Offering (the "Current Report"), which is incorporated by reference in the Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the Current Report and the said incorporation by

HRPT Properties Trust

October 10, 2006

Page 4

reference and to the use of the name of our firm therein. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act.

Very truly yours,

/s/ Venable LLP

EX-8.1

Exhibit 8.1

October 6, 2006

HRPT Properties Trust

400 Centre Street

Newton, Massachusetts 02458

Ladies and Gentlemen:

The following opinion is furnished to HRPT Properties Trust, a Maryland real estate investment trust (the “Company”), to be filed with the Securities and Exchange Commission (the “SEC”) as Exhibit 8.1 to the Company’s Current Report on Form 8-K to be filed within one week of the date hereof (the “Form 8-K”), under the Securities Exchange Act of 1934, as amended.

We have acted as counsel for the Company in connection with its Registration Statement on Form S-3, File No. 333-135110 (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Act”), and we have reviewed originals or copies, of the Registration Statement, such corporate records, certificates and statements of officers and accountants of the Company and of public officials, and such other documents as we have considered relevant and necessary in order to furnish the opinion hereinafter set forth. In doing so, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, and the authenticity of the originals of such documents. Specifically, and without limiting the generality of the foregoing, we have reviewed: (i) the amended and restated declaration of trust and the amended and restated by-laws of the Company, each as amended to date, and in the case of the declaration of trust, as supplemented; (ii) the prospectus supplement dated October 5, 2006 (the “Prospectus Supplement”) to the final prospectus dated June 19, 2006 (as supplemented by the Prospectus Supplement, the “Prospectus”), which forms a part of the Registration Statement, relating to, inter alia, the Company’s offering of 6½% Series D Cumulative Convertible Preferred Shares of beneficial interest; and (iii) the sections of Item 1 of the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2005 (the “Form 10-K”) captioned “Federal Income Tax Considerations” and “ERISA Plans, Keogh Plans and Individual Retirement Accounts”. With respect to all questions of fact on which the opinion set forth below is based, we have assumed the accuracy and completeness of and have relied on the information set forth in the Prospectus, the Form 10-K and in the documents incorporated

HRPT Properties Trust

October 6, 2006

Page 2

therein by reference, and on representations and certifications made to us by officers of the Company. We have not independently verified such information.

The opinion set forth below is based upon the Internal Revenue Code of 1986, as amended, the Treasury Regulations issued thereunder, published administrative interpretations thereof, and judicial decisions with respect thereto, all as of the date hereof (collectively, “Tax Laws”), and upon the Employee Retirement Income Security Act of 1974, as amended, the Department of Labor regulations issued thereunder, published administrative interpretations thereof, and judicial decisions with respect thereto, all as of the date hereof (collectively, “ERISA Laws”). No assurance can be given that Tax Laws or ERISA Laws will not change. In preparing the discussions with respect to Tax Laws matters and ERISA Laws matters in the sections of Item 1 of the Form 10-K captioned “Federal Income Tax Considerations” and “ERISA Plans, Keogh Plans and Individual Retirement Accounts”, as supplemented by the section of the Prospectus Supplement captioned “Federal Income Tax and ERISA Considerations”, we have made certain assumptions and expressed certain conditions and qualifications therein, all of which assumptions, conditions and qualifications are incorporated herein by reference. With respect to all questions of fact on which our opinion is based, we have assumed the initial and continuing truth, accuracy and completeness of: (i) the information set forth in the Form 10-K, the Prospectus and in the documents incorporated therein by reference; and (ii) representations made to us by officers of the Company or contained in the Form 10-K, the Prospectus and in the documents incorporated therein by reference, in each such instance without regard to qualifications such as “to the best knowledge of” or “in the belief of”.

We have relied upon, but not independently verified, the foregoing assumptions. If any of the foregoing assumptions are inaccurate or incomplete for any reason, or if the transactions described in the Form 10-K, the Prospectus, or the documents incorporated therein by reference have been consummated in a manner that is inconsistent with the manner contemplated therein, our opinion as expressed below may be adversely affected and may not be relied upon.

Based upon and subject to the foregoing, we are of the opinion that the discussions with respect to Tax Laws matters and ERISA Laws matters in the sections of Item 1 of the Form 10-K captioned “Federal Income Tax Considerations” and “ERISA Plans, Keogh Plans and Individual Retirement Accounts”, as supplemented by the discussion in the section of the Prospectus Supplement captioned “Federal Income Tax and ERISA Considerations”, in all material respects are accurate and fairly summarize the Tax Laws issues and the ERISA Laws issues addressed therein, and hereby confirm that the opinions of counsel referred to in said sections represent our opinions on the subject matter thereof.

Our opinion above is limited to the matters specifically covered hereby, and we have not been asked to address, nor have we addressed, any other matters or any other transactions. Further, we disclaim any undertaking to advise you of any subsequent changes of the matters stated, represented or assumed herein or any subsequent changes in Tax Laws or ERISA Laws.

This opinion is intended solely for the benefit and use of the Company, and is not to be used, released, quoted, or relied upon by anyone else for any purpose (other than as required by

HRPT Properties Trust

October 6, 2006

Page 3

law) without our prior written consent. We hereby consent to the filing of a copy of this opinion as an exhibit to the Form 8-K, which is incorporated by reference in the Company’s Registration Statement, and to the references to our firm in the Prospectus Supplement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Act or under the rules and regulations of the SEC promulgated thereunder.

Very truly yours,

/s/ SULLIVAN & WORCESTER LLP