Common use of Representations and Warranties by the Forward Sellers Clause in Contracts

Representations and Warranties by the Forward Sellers. Each of the Forward Sellers, severally and not jointly, represents and warrants to each Underwriter, the Company and the Operating Partnership as of the date hereof, at the Applicable Time and as of the Closing Date and each Date of Delivery as follows: (a) This Agreement has been duly authorized, executed and delivered by such Forward Seller and, assuming due authorization, execution and delivery by the Company and the Operating Partnership, is a legal, valid and binding obligation of such Forward Seller, enforceable against such Forward Seller in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or affecting creditors’ rights and general principles of equity and except as rights to indemnity and contribution thereunder may be limited by applicable law or policies underlying such law. At the Closing Date or Date of Delivery, as applicable, such Forward Seller will have full right, power and authority to sell, transfer and deliver the applicable Borrowed Shares. (b) The Forward Sale Agreement between the Company and the applicable Forward Purchaser has been duly authorized, executed and delivered by such Forward Purchaser and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of such Forward Purchaser, enforceable against such Forward Purchaser in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or affecting creditors’ rights and general principles of equity and except as rights to indemnity and contribution thereunder may be limited by applicable law or policies underlying such law. (c) Such Forward Seller shall, at the Closing Date or Date of Delivery, as applicable, have the free and unqualified right to transfer any Borrowed Shares, to the extent that it is required to transfer such Borrowed Shares hereunder, free and clear of any security interest, mortgage, pledge, lien, charge, claim, equity or encumbrance of any kind; and upon delivery of such Borrowed Shares and payment of the purchase price therefor as herein contemplated, assuming each of the Underwriters has no notice of any adverse claim, each of the Underwriters shall have the free and unqualified right to transfer the Borrowed Shares purchased by it from such Forward Seller, free and clear of any security interest, mortgage, pledge, lien, charge, claim, equity or encumbrance of any kind.

Representations and Warranties by the Forward Sellers. Each of the Forward Sellers, severally and not jointly, Sellers represents and warrants to each Underwriter, the Company and the Operating Partnership Underwriter as of the date hereof, at the Applicable Time, the Closing Time and as any Time of the Closing Date Delivery, and agrees with each Date of Delivery Underwriter, as follows: (ai) This Agreement has been duly authorized, executed and delivered by such Forward Seller and, assuming due authorization, execution and delivery by the Company and the Operating Partnership, is a legal, valid and binding obligation of such Forward Seller, enforceable against such Forward Seller in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or affecting creditors’ rights and general principles of equity and except as rights to indemnity and contribution thereunder may be limited by applicable law or policies underlying such law. At the Closing Date or Date of Delivery, as applicable, such Forward Seller will have full right, power and authority to sell, transfer and deliver the applicable Borrowed Shares. (bii) The Initial Forward Sale Agreement between the Company and the applicable related Forward Purchaser has been duly authorized, executed and delivered by such Forward Purchaser and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of such Forward Purchaser, enforceable against such Forward Purchaser in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or affecting creditors’ rights and general principles of equity and except as rights to indemnity and contribution thereunder may be limited by applicable law or policies underlying such law. (ciii) Each Additional Forward Sale Agreement, if any, between the Company and the related Forward Purchaser will be duly authorized, executed and delivered by such Forward Purchaser and, assuming due authorization, execution and delivery by the Company, will constitute a legal, valid and binding obligation of such Forward Purchaser, enforceable against such Forward Purchaser in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or affecting creditors’ rights and general principles of equity and except as rights to indemnity and contribution thereunder may be limited by applicable law or policies underlying such law. (iv) Such Forward Seller shall, at the Closing Date Time or Date Time of Delivery, as applicable, have the free and unqualified right to transfer any Borrowed Shares, to the extent that it is required to transfer such Borrowed Shares hereunder, free and clear of any security interest, mortgage, pledge, lien, charge, claim, equity or encumbrance of any kind; and upon delivery of such Borrowed Shares and payment of the purchase price therefor as herein contemplated, assuming that each of the Underwriters has no notice of any adverse claim, each of the Underwriters shall have the free and unqualified right to transfer the Borrowed Shares purchased by it from such Forward Seller, free and clear of any security interest, mortgage, pledge, lien, charge, claim, equity or encumbrance of any kind.

Representations and Warranties by the Forward Sellers. Each of the Forward Sellers, severally and not jointly, Sellers represents and warrants to each Underwriter, the Company and the Operating Partnership Underwriter as of the date hereof, at the Applicable Time and as of the Closing Date Time, and agrees with each Date of Delivery Underwriter, as follows: (ai) This Agreement has been duly authorized, executed and delivered by such Forward Seller and, assuming due authorization, execution and delivery by the Company and the Operating Partnership, is a legal, valid and binding obligation of such Forward Seller, enforceable against such Forward Seller in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or affecting creditors’ rights and general principles of equity and except as rights to indemnity and contribution thereunder may be limited by applicable law or policies underlying such law. At the Closing Date or Date of Delivery, as applicable, such Forward Seller will have full right, power and authority to sell, transfer and deliver the applicable Borrowed Shares. (bii) The Forward Sale Agreement between the Company and the applicable related Forward Purchaser has been duly authorized, executed and delivered by such Forward Purchaser and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of such Forward Purchaser, enforceable against such Forward Purchaser in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or affecting creditors’ rights and general principles of equity and except as rights to indemnity and contribution thereunder may be limited by applicable law or policies underlying such law. (ciii) Such Forward Seller shall, at the Closing Date or Date of Delivery, as applicableTime, have the free and unqualified right to transfer any Borrowed Shares, to the extent that it is required to transfer such Borrowed Shares hereunder, free and clear of any security interest, mortgage, pledge, lien, charge, claim, equity or encumbrance of any kind; and upon delivery of such Borrowed Shares and payment of the purchase price therefor as herein contemplated, assuming that each of the Underwriters has no notice of any adverse claim, each of the Underwriters shall have the free and unqualified right to transfer the Borrowed Shares purchased by it from such Forward Seller, free and clear of any security interest, mortgage, pledge, lien, charge, claim, equity or encumbrance of any kind.

Representations and Warranties by the Forward Sellers. Each of the Forward Sellers, Sellers severally and not jointly, represents and warrants to each Underwriter, Underwriter and the Company and the Operating Partnership as of the date hereof, at as of the Applicable Time and Execution Time, as of the Closing Date and each Date, and, if the Forward Sellers are selling Option Underwritten Securities on a Date of Delivery Delivery, as of each such Date of Delivery, as follows: (a) This Agreement has been duly authorized, executed and delivered by such Forward Seller and, assuming due authorization, execution and delivery by the Company and the Operating Partnership, is a legal, valid and binding obligation of such Forward Seller, enforceable against such Forward Seller in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or affecting creditors’ rights and general principles of equity and except as rights to indemnity and contribution thereunder may be limited by applicable law or policies underlying such law. At at the Closing Date or and at each Date of Delivery, as applicable, such Forward Seller will have full right, power and authority to sell, transfer and deliver the applicable Borrowed SharesInitial Underwritten Securities or the Option Underwritten Securities, as the case may be. (b) The Forward Sale Agreement between the Company and the applicable Forward Purchaser Counterparty has been duly authorized, executed and delivered by such Forward Purchaser and, assuming due authorization, execution Counterparty and delivery by the Company, constitutes a legal, valid and binding obligation agreement of such Forward PurchaserCounterparty, enforceable against such Forward Purchaser Counterparty in accordance with its terms, except to the extent that such as enforceability may be limited by applicable bankruptcy, insolvency, reorganization insolvency or other similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to or affecting creditors’ rights and general principles of equity and except as rights to indemnity and contribution thereunder may be limited by applicable law or policies underlying such lawenforceability. (c) Such Forward Seller shallwill, at the Closing Date or and at each Date of Delivery, as applicable, have the free and unqualified right to transfer any Borrowed Sharesthe Initial Underwritten Securities or the Option Underwritten Securities, as the case may be, to be sold by such Forward Seller, and the extent that it is required to transfer such Borrowed Shares hereunderInitial Underwritten Securities or the Option Underwritten Securities, at the Closing Date or the relevant Date of Delivery, as the case may be, will be free and clear of any security interest, mortgage, pledge, lien, charge, claim, equity or encumbrance of any kind; and upon delivery of such Borrowed Shares Initial Underwritten Securities or such Option Underwritten Securities, as the case may be, and payment of the purchase price therefor as herein contemplated, assuming each of the Underwriters has no notice of any adverse claim, each of the Underwriters shall will have the free and unqualified right to transfer the Borrowed Shares Initial Underwritten Securities or the Option Underwritten Securities, as the case may be, purchased by it from such Forward Seller, free and clear of any security interest, mortgage, pledge, lien, charge, claim, equity or encumbrance of any kind.

Representations and Warranties by the Forward Sellers. Each of the Forward Sellers, Sellers severally and not jointly, represents and warrants to each Underwriter, the Underwriter and the Company and the Operating Partnership as of the date hereof, at as of the Applicable Time and as of the Closing Date and each Date of Delivery as follows: (a) This Agreement has been duly authorized, executed and delivered by such Forward Seller and, assuming due authorization, execution and delivery by the Company and the Operating Partnership, is a legal, valid and binding obligation of such Forward Seller, enforceable against such Forward Seller in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or affecting creditors’ rights and general principles of equity and except as rights to indemnity and contribution thereunder may be limited by applicable law or policies underlying such law. At at the Closing Date or Date of Delivery, as applicableDate, such Forward Seller will have full right, power and authority to sell, transfer and deliver the applicable Borrowed SharesUnderwritten Securities. (b) The Forward Sale Agreement between the Company and the applicable Forward Purchaser Counterparty affiliated with such Forward Seller has been duly authorized, executed and delivered by such affiliated Forward Purchaser and, assuming due authorization, execution Counterparty and delivery by the Company, constitutes a legal, valid and binding obligation agreement of such Forward PurchaserCounterparty, enforceable against such Forward Purchaser Counterparty in accordance with its terms, except to the extent that such enforceability as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization insolvency or other similar laws relating to or affecting creditors’ rights generally and by general equity principles (regardless of whether enforcement is considered in a proceeding in equity and except as rights to indemnity and contribution thereunder may be limited by applicable law or policies underlying such at law). (c) Such Forward Seller shallwill, at the Closing Date or Date of Delivery, as applicableDate, have the free and unqualified right to transfer any Borrowed Shares, the Underwritten Securities to the extent that it is required to transfer be sold by such Borrowed Shares hereunderForward Seller, free and clear of any security interest, mortgage, pledge, lien, charge, claim, equity or encumbrance of any kind; and upon delivery of such Borrowed Shares Underwritten Securities and payment of the purchase price therefor as herein contemplated, assuming each of the Underwriters Underwriter has no notice of any adverse claim, each of the Underwriters shall Underwriter will have the free and unqualified right to transfer the Borrowed Shares Underwritten Securities purchased by it from such Forward Seller, free and clear of any security interest, mortgage, pledge, lien, charge, claim, equity or encumbrance of any kind.

Representations and Warranties by the Forward Sellers. Each of the Forward Sellers, Sellers severally and not jointly, represents and warrants to each Underwriter, Underwriter and the Company and the Operating Partnership as of the date hereof, at as of the Applicable Time and Time, as of the Closing Date and each Date, and, if the Forward Sellers are selling Option Underwritten Securities on a Date of Delivery Delivery, as of each such Date of Delivery, as follows: (a) This Agreement has been duly authorized, executed and delivered by such Forward Seller and, assuming due authorization, execution and delivery by the Company and the Operating Partnership, is a legal, valid and binding obligation of such Forward Seller, enforceable against such Forward Seller in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or affecting creditors’ rights and general principles of equity and except as rights to indemnity and contribution thereunder may be limited by applicable law or policies underlying such law. At at the Closing Date or and at each Date of Delivery, as applicable, such Forward Seller will have full right, power and authority to sell, transfer and deliver the applicable Borrowed SharesInitial Underwritten Securities or the Option Underwritten Securities, as the case may be. (b) The Forward Sale Agreement between the Company and the applicable Forward Purchaser Counterparty has been duly authorized, executed and delivered by such Forward Purchaser and, assuming due authorization, execution Counterparty and delivery by the Company, constitutes a legal, valid and binding obligation agreement of such Forward PurchaserCounterparty, enforceable against such Forward Purchaser Counterparty in accordance with its terms, except to the extent that such as enforceability may be limited by applicable bankruptcy, insolvency, reorganization insolvency or other similar laws relating to or affecting the enforcement of creditors’ rights and general generally or by equitable principles of equity and except as rights relating to indemnity and contribution thereunder may be limited by applicable law or policies underlying such lawenforceability. (c) Such Forward Seller shallwill, at the Closing Date or and at each Date of Delivery, as applicable, have the free and unqualified right to transfer any Borrowed Sharesthe Initial Underwritten Securities or the Option Underwritten Securities, as the case may be, to be sold by such Forward Seller, and the extent that it is required to transfer such Borrowed Shares hereunderInitial Underwritten Securities or the Option Underwritten Securities, at the Closing Date or the relevant Date of Delivery, as the case may be, will be free and clear of any security interest, mortgage, pledge, lien, charge, claim, equity or encumbrance of any kind; and upon delivery of such Borrowed Shares Initial Underwritten Securities or such Option Underwritten Securities, as the case may be, and payment of the purchase price therefor as herein contemplated, assuming each of the Underwriters has no notice of any adverse claim, each of the Underwriters shall will have the free and unqualified right to transfer the Borrowed Shares Initial Underwritten Securities or the Option Underwritten Securities, as the case may be, purchased by it from such Forward Seller, free and clear of any security interest, mortgage, pledge, lien, charge, claim, equity or encumbrance of any kind.

Representations and Warranties by the Forward Sellers. Each of the Forward Sellers, Sellers severally and not jointly, represents and warrants to each Underwriter, Underwriter and the Company and the Operating Partnership as of the date hereof, at as of the Applicable Time and as of the Closing Date and each Date of Delivery as follows: (a) This Agreement has been duly authorized, executed and delivered by such Forward Seller and, assuming due authorization, execution and delivery by the Company and the Operating Partnership, is a legal, valid and binding obligation of such Forward Seller, enforceable against such Forward Seller in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or affecting creditors’ rights and general principles of equity and except as rights to indemnity and contribution thereunder may be limited by applicable law or policies underlying such law. At at the Closing Date or Date of Delivery, as applicableDate, such Forward Seller will have full right, power and authority to sell, transfer and deliver the applicable Borrowed SharesUnderwritten Securities. (b) The Forward Sale Agreement between the Company and the applicable Forward Purchaser Counterparty affiliated with such Forward Seller has been duly authorized, executed and delivered by such affiliated Forward Purchaser and, assuming due authorization, execution Counterparty and delivery by the Company, constitutes a legal, valid and binding obligation agreement of such Forward PurchaserCounterparty, enforceable against such Forward Purchaser Counterparty in accordance with its terms, except to the extent that such as enforceability may be limited by applicable bankruptcy, insolvency, reorganization insolvency or other similar laws relating to or affecting the enforcement of creditors’ rights and general generally or by equitable principles of equity and except as rights relating to indemnity and contribution thereunder may be limited by applicable law or policies underlying such lawenforceability. (c) Such Forward Seller shallwill, at the Closing Date or Date of Delivery, as applicableDate, have the free and unqualified right to transfer any Borrowed Sharesthe Underwritten Securities to be sold by such Forward Seller, to and the extent that it is required to transfer such Borrowed Shares hereunderUnderwritten Securities, at the Closing Date, will be free and clear of any security interest, mortgage, pledge, lien, charge, claim, equity or encumbrance of any kind; and upon delivery of such Borrowed Shares Underwritten Securities and payment of the purchase price therefor as herein contemplated, assuming each of the Underwriters has no notice of any adverse claim, each of the Underwriters shall will have the free and unqualified right to transfer the Borrowed Shares Underwritten Securities purchased by it from such Forward Seller, free and clear of any security interest, mortgage, pledge, lien, charge, claim, equity or encumbrance of any kind. (d) Such Forward Seller is acting as an agent for such affiliated Forward Counterparty in connection with the transactions contemplated hereby.

Representations and Warranties by the Forward Sellers. Each of the Forward Sellers, severally and not jointly, Sellers represents and warrants to each Underwriter, the Company and the Operating Partnership as of the date hereof, at the Applicable Time and as of the Closing Date and each Date of Delivery as followsthat: (a) This Agreement has been duly authorized, executed and delivered by such Forward Seller and, assuming due authorization, execution and delivery by the Company and the Operating Partnership, is a legal, valid and binding obligation of such Forward Seller, enforceable against such Forward Seller in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or affecting creditors’ rights and general principles of equity and except as rights to indemnity and contribution thereunder may be limited by applicable law or policies underlying such law. At the Closing Date or Date of Delivery, as applicable, such Forward Seller will have full right, power and authority to sell, transfer and deliver the applicable Borrowed Shares. (b) The applicable initial Forward Sale Agreement between the Company and the applicable Forward Purchaser has been duly authorized, executed and delivered by such Forward Purchaser and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of such the applicable Forward Purchaser, enforceable against such Forward Purchaser in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or affecting creditors’ rights and general principles of equity and except as rights to indemnity and contribution thereunder may be limited by applicable law or policies underlying such law. (c) Each applicable Additional Forward Sale Agreement, if any, between the Company and the applicable Forward Purchaser will be duly authorized, executed and delivered by such Forward Purchaser and, assuming due authorization, execution and delivery by the Company, will constitute a legal, valid and binding obligation of the applicable Forward Purchaser, enforceable against such Forward Purchaser in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or affecting creditors’ rights and general principles of equity and except as rights to indemnity and contribution thereunder may be limited by applicable law or policies underlying such law. (d) Such Forward Seller shall, at the Closing Date or Option Closing Date of Delivery(as defined below), as applicable, have the free and unqualified right to transfer any Borrowed Shares, to the extent that it is required to transfer such Borrowed Shares hereunder, free and clear of any security interest, mortgage, pledge, lien, charge, claim, equity or encumbrance of any kind; and upon delivery of such Borrowed Shares and payment of the purchase price therefor as herein contemplated, assuming each of the Underwriters has no notice of any adverse claim, each of the Underwriters shall have the free and unqualified right to transfer the Borrowed Shares purchased by it from such Forward Seller, free and clear of any security interest, mortgage, pledge, lien, charge, claim, equity or encumbrance of any kind.

Representations and Warranties by the Forward Sellers. Each of the Forward Sellers, severally and not jointly, represents and warrants to and agrees with each Underwriterof the Underwriters, the Company and the Operating Partnership as of the date hereof, at the Applicable Time and as of the Closing Date and each Date of Delivery as followsCompany that: (a) This Agreement has been duly authorized, executed and delivered by such Forward Seller and, assuming due authorization, execution and delivery by the Company and the Operating Partnership, is a legal, valid and binding obligation of such Forward Seller, enforceable against such Forward Seller in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or affecting creditors’ rights and general principles of equity and except as rights to indemnity and contribution thereunder may be limited by applicable law or policies underlying such law. At the Closing Date or Date of Delivery, as applicable, such Forward Seller will have full right, power and authority to sell, transfer and deliver the applicable Borrowed Shares. (b) The Forward Sale Agreement between the Company and the applicable Forward Purchaser has been duly authorized, executed and delivered by such Forward Purchaser and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of such Forward Purchaser, enforceable against such Forward Purchaser in accordance with its terms, except to the extent that such enforceability may be limited by applicable (i) the effect of bankruptcy, insolvency, reorganization reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors’ the rights and or remedies of creditors or (ii) the effect of general principles of equity, whether enforcement is considered in a proceeding in equity or at law, and except as rights to indemnity and contribution thereunder the discretion of the court before which any proceeding therefor may be limited brought and, as to rights of indemnification and contribution, by applicable federal or state securities law or policies underlying such lawprinciples of public policy. (c) Such Forward Seller shall, at the Closing Date or Date of Delivery, as applicableany applicable Option Closing Date, have the free and unqualified right right, power and authority to transfer any Borrowed Shares, to the extent that it is required to transfer such Borrowed Shares hereunder, free and clear of any perfected security interestinterest or any other security interests, mortgageclaims, pledgemortgages, lienpledges, chargeliens, claim, equity encumbrances or encumbrance other restrictions of any kind; and upon delivery of such Borrowed Shares and payment of the purchase price therefor as herein contemplated, assuming each of the Underwriters has no notice of any adverse claim, each of the Underwriters shall have the free and unqualified right to transfer the Borrowed Shares purchased by it from such Forward Seller, free and clear of any perfected security interestinterest or any other security interests, mortgageclaims, pledgemortgages, lienpledges, chargeliens, claim, equity encumbrances or encumbrance other restrictions of any kind.

Representations and Warranties by the Forward Sellers. Each of the Forward SellersSeller, severally and not jointly, represents and warrants to to, and agrees with, each Underwriter, Underwriter and the Company and the Operating Partnership as of the date hereof, at the Applicable Time and as of the Closing Date and each Date of Delivery as followsthat: (a) This Agreement has been duly authorized, executed and delivered by such Forward Seller and, assuming due authorization, execution and delivery by at the Company and the Operating Partnership, is a legal, valid and binding obligation of such Forward Seller, enforceable against such Forward Seller in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or affecting creditors’ rights and general principles of equity and except as rights to indemnity and contribution thereunder may be limited by applicable law or policies underlying such law. At the First Closing Date or Date of Deliveryand any Optional Closing Date, as applicable, such Forward Seller will have full right, power and authority to sell, transfer and deliver the applicable Borrowed Firm Shares or the Borrowed Optional Shares, as the case may be, to the extent that it is required to transfer such Borrowed Shares hereunder. (b) The Each of the Forward Sale Agreement between the Company and the applicable Forward Purchaser Agreements has been duly authorized, executed and delivered by the applicable Forward Purchaser and constitutes a valid and binding agreement of the applicable Forward Purchaser and, assuming due authorization, execution and delivery by the Company, is enforceable against such Forward Purchaser in accordance with the terms thereof subject to the Enforceability Exceptions. Each Additional Forward Sale Agreement (if any) has been duly authorized by the applicable Forward Purchaser and, upon its execution and delivery by the applicable Forward Purchaser, will be duly authorized, executed and delivered by such Forward Purchaser and will constitute a valid and binding agreement of such Forward Purchaser and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of such Forward Purchaser, will be enforceable against such Forward Purchaser in accordance with its terms, except the terms thereof subject to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or affecting creditors’ rights and general principles of equity and except as rights to indemnity and contribution thereunder may be limited by applicable law or policies underlying such lawEnforceability Exceptions. (c) Such Forward Seller shallwill, at on the First Closing Date or Date of Delivery, as applicableand any Optional Closing Date, have the free and unqualified right to transfer any Borrowed Firm Shares or Borrowed Optional Shares, as the case may be, to the extent that it is required to transfer such Borrowed Shares hereunder, free and clear of any security interest, mortgage, pledge, lien, charge, claim, equity or encumbrance of any kind; and upon . Upon delivery of such Borrowed Shares and payment of the purchase price therefor as herein contemplated, assuming each of the Underwriters has no notice of any adverse claim, each of the Underwriters shall will have the free and unqualified right to transfer the any such Borrowed Shares purchased by it from such Forward Seller, free and clear of any security interest, mortgage, pledge, lien, charge, claim, equity or encumbrance of any kind.

Representations and Warranties by the Forward Sellers. Each of the Forward Sellers, severally and not jointly, represents and warrants to and agrees with each Underwriterof the Underwriters, the Company and the Operating Partnership as of the date hereof, at the Applicable Time and as of the Closing Date and each Date of Delivery as followsthat: (a) This Agreement has been duly authorized, executed and delivered by such Forward Seller and, assuming due authorization, execution and delivery by the Company and the Operating Partnership, is a legal, valid and binding obligation of such Forward Seller, enforceable against such Forward Seller in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or affecting creditors’ rights and general principles of equity and except as rights to indemnity and contribution thereunder may be limited by applicable law or policies underlying such law. At the Closing Date or Date of Delivery, as applicable, such Forward Seller will have full right, power and authority to sell, transfer and deliver the applicable Borrowed Shares. (b) The Forward Sale Agreement between the Company and the applicable Forward Purchaser has been duly authorized, executed and delivered by such Forward Purchaser and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of such Forward Purchaser, enforceable against such Forward Purchaser in accordance with its terms, except to the extent that such enforceability may be limited by applicable (i) the effect of bankruptcy, insolvency, reorganization reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors’ the rights and or remedies of creditors or (ii) the effect of general principles of equity, whether enforcement is considered in a proceeding in equity or at law, and except as rights to indemnity and contribution thereunder the discretion of the court before which any proceeding therefor may be limited brought and, as to rights of indemnification and contribution, by applicable federal or state securities law or policies underlying such lawprinciples of public policy. (c) Such Forward Seller shall, at the Closing Date (as defined below) or any applicable Option Closing Date of Delivery, (as applicable, defined below) have the free and unqualified right right, power and authority to transfer any Borrowed Shares, to the extent that it is required to transfer such Borrowed Shares hereunder, free and clear of any perfected security interestinterest or any other security interests, mortgageclaims, pledgemortgages, lienpledges, chargeliens, claim, equity encumbrances or encumbrance other restrictions of any kind; and upon delivery of such Borrowed Shares and payment of the purchase price therefor as herein contemplated, assuming each of the Underwriters has no notice of any adverse claim, each of the Underwriters shall have the free and unqualified right to transfer the Borrowed Shares purchased by it from such Forward Seller, free and clear of any perfected security interestinterest or any other security interests, mortgageclaims, pledgemortgages, lienpledges, chargeliens, claim, equity encumbrances or encumbrance other restrictions of any kind.

Representations and Warranties by the Forward Sellers. Each of the Forward Sellers, severally and not jointly, represents and warrants to each Underwriter, the Company and the Operating Partnership as of the date hereof, at the Applicable Time and as of the Closing Date and each Date of Delivery as follows: (a) This Agreement has been duly authorized, executed and delivered by such Forward Seller and, assuming due authorization, execution and delivery by the Company and the Operating Partnership, is a legal, valid and binding obligation of such Forward Seller, enforceable against such Forward Seller in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or affecting creditors’ rights and general principles of equity and except as rights to indemnity and contribution thereunder may be limited by applicable law or policies underlying such law. At the Closing Date or Date of Delivery, as applicableDate, such Forward Seller will have full right, power and authority to sell, transfer and deliver the applicable Borrowed Shares. (b) The Forward Sale Agreement between the Company and the applicable Forward Purchaser has been duly authorized, executed and delivered by such Forward Purchaser and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of such Forward Purchaser, enforceable against such Forward Purchaser in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or affecting creditors’ rights and general principles of equity and except as rights to indemnity and contribution thereunder may be limited by applicable law or policies underlying such law. (c) Such Forward Seller shall, at the Closing Date or Date of Delivery, as applicableDate, have the free and unqualified right to transfer any Borrowed Shares, to the extent that it is required to transfer such Borrowed Shares hereunder, free and clear of any security interest, mortgage, pledge, lien, charge, claim, equity or encumbrance of any kind; and upon delivery of such Borrowed Shares and payment of the purchase price therefor as herein contemplated, assuming each of the Underwriters has no notice of any adverse claim, each of the Underwriters shall have the free and unqualified right to transfer the Borrowed Shares purchased by it from such Forward Seller, free and clear of any security interest, mortgage, pledge, lien, charge, claim, equity or encumbrance of any kind.

Representations and Warranties by the Forward Sellers. Each of the Forward Sellers, Sellers severally and not jointly, represents and warrants to each Underwriter, Underwriter and the Company and the Operating Partnership as of the date hereof, at as of the Applicable Time and Time, as of the Closing Date and each Date, and, if the Forward Sellers are selling Option Underwritten Securities on a Date of Delivery Delivery, as of each such Date of Delivery, as follows: (a) This Agreement has been duly authorized, executed and delivered by such Forward Seller and, assuming due authorization, execution and delivery by the Company and the Operating Partnership, is a legal, valid and binding obligation of such Forward Seller, enforceable against such Forward Seller in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or affecting creditors’ rights and general principles of equity and except as rights to indemnity and contribution thereunder may be limited by applicable law or policies underlying such law. At at the Closing Date or and at each Date of Delivery, as applicable, such Forward Seller will have full right, power and authority to sell, transfer and deliver the applicable Borrowed SharesInitial Underwritten Securities or the Option Underwritten Securities, as the case may be. (b) The Forward Sale Agreement between the Company and the applicable Forward Purchaser Counterparty has been duly authorized, executed and delivered by such Forward Purchaser and, assuming due authorization, execution Counterparty and delivery by the Company, constitutes a legal, valid and binding obligation agreement of such Forward PurchaserCounterparty, enforceable against such Forward Purchaser Counterparty in accordance with its terms, except to the extent that such as enforceability may be limited by applicable bankruptcy, insolvency, reorganization insolvency or other similar laws relating to or affecting the enforcement of creditors’ rights and general generally or by equitable principles of equity and except as rights relating to indemnity and contribution thereunder may be limited by applicable law or policies underlying such lawenforceability. (c) Such Forward Seller shallwill, at the Closing Date or and at each Date of Delivery, as applicable, have the free and unqualified right to transfer any Borrowed Sharesthe Initial Underwritten Securities or the Option Underwritten Securities, as the case may be, to be sold by such Forward Seller, and the extent that it is required to transfer such Borrowed Shares hereunderInitial Underwritten Securities or the Option Underwritten Securities, at the Closing Date or the relevant Date of Delivery, as the case may be, will be free and clear of any security interest, mortgage, pledge, lien, charge, claim, equity or encumbrance of any kind; and upon delivery of such Borrowed Shares Initial Underwritten Securities or such Option Underwritten Securities, as the case may be, and payment of the purchase price therefor as herein contemplated, assuming each of the Underwriters has no notice of any adverse claim, each of the Underwriters shall will have the free and unqualified right to transfer the Borrowed Shares Initial Underwritten Securities or the Option Underwritten Securities, as the case may be, purchased by it from such Forward Seller, free and clear of any security interest, mortgage, pledge, lien, charge, claim, equity or encumbrance of any kind. (d) (With respect to Citigroup only), such Forward Seller is acting as an agent for such affiliated Forward Counterparty in connection with the transactions contemplated hereby.