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

Representations and Warranties of the Company and the Partnership. The Company and the Partnership hereby jointly and severally represent and warrant to the several Underwriters that: (a) The Company meets the requirements for use of Form S-3 and a registration statement on Form S-3 (File No. 333-16887) with respect to the Common Shares, including a prospectus (the "Base Prospectus"), has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the "Act"), and the rules and regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") thereunder and filed with the Commission and has become effective. Such registration statement may have been amended prior to the date of this Agreement; any such amendment was so prepared and filed, and any such amendment filed after the effective date of such registration statement has become effective. There have been delivered to you two signed copies of such registration statement and amendments, together with two copies of each exhibit filed therewith. Conformed copies of such Registration Statement and amendments (but without exhibits) and of any related preliminary prospectus (the "Preliminary Prospectus") have been delivered to you in such reasonable quantities as you have requested for each of the Underwriters. No stop order suspending the effectiveness of the registration statement has been issued, and no proceeding for that purpose has been instituted or, to the Company's knowledge, threatened by the Commission. A final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Rules and Regulations ("Rule 430A Information") has been or will be so prepared and filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations on or before the second business day after the date hereof (or such earlier time as may be required by the Rules and Regulations); and the Rules and Regulations do not require the Company to, and, without your consent, the Company will not, file a post- effective amendment after the time of execution of this Agreement and prior to the filing of such final form of prospectus. As filed, such final prospectus, shall include all Rule 430A Information and, except to the extent that you shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the date and time that this Agreement was executed and delivered by the parties hereto, or, to the extent not completed at such date and time, shall contain only such specific additional information and other changes as the Company shall have previously advised you in writing would be included or made therein.

Representations and Warranties of the Company and the Partnership. The Company and the Partnership hereby jointly and severally represent and warrant to the several Underwriters that: (a) The Company meets the requirements for use of Form S-3 and a registration statement on Form S-3 (File No. 333-16887) with respect to the Common Shares, including a prospectus (the "Base Prospectus"), has been carefully prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the "Act"), and the rules and regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") thereunder and filed with the Commission and has become effective. Such registration statement may have been amended prior to the date of this Agreement; any such amendment was so prepared and filed, and any such amendment filed after the effective date of such registration statement has become effective. There have been delivered to you two signed copies of such registration statement Registration Statement and amendments, together with two copies of each exhibit filed therewith. Conformed copies of such Registration Statement and amendments (but without exhibits) and of any the related preliminary prospectus (the "Preliminary Prospectus") have been delivered to you in such reasonable quantities as you have requested for each of the Underwriters. No stop order suspending the effectiveness of the registration statement has been issued, and no proceeding for that purpose has been instituted or, to the Company's knowledge, threatened by the Commission. A final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Rules and Regulations ("Rule 430A Information") has been or The Company will be so prepared and filed next file with the Commission pursuant one of the following: (i) prior to Rule effectiveness of such registration statement, a further amendment thereto, including the form of final prospectus, or (ii) a final prospectus in accordance with Rules 430A and 424(b) of the Rules and Regulations on or before the second business day after the date hereof (or such earlier time as may be required by the Rules and Regulations); and the Rules and Regulations do not require the Company to, and, without your consent, the Company will not, file a post- effective amendment after the time of execution of this Agreement and prior to the filing of such final form of prospectus. As filed, such amendment and form of final prospectus, or such final prospectus, shall include all Rule 430A Information (as hereinafter defined) and, except to the extent that you shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the date and time that this Agreement was executed and delivered by the parties hereto, or, to the extent not completed at such date and time, shall contain only such specific additional information and other changes (beyond that contained in the latest Preliminary Prospectus) as the Company shall have previously advised you in writing would be included or made therein.

Representations and Warranties of the Company and the Partnership. The Company and the Partnership hereby Partnership, jointly and severally severally, represent and warrant to the several Underwriters Underwriters, the Forward Purchaser and the Forward Seller that: (ai) The Company meets and the transactions contemplated by this Agreement meet all of the requirements for use of using Form S-3 and a registration statement on Form S-3 (File No. 333-16887) with respect to the Common Shares, including a prospectus (the "Base Prospectus"), has been prepared by the Company in conformity with the requirements of under the Securities Act of 1933, as amended (the "“Securities Act"”) pursuant to the standards for such form in effect currently and immediately prior to October 21, 1992. The registration statement on Form S-3 (No. 333-195665), including any exhibits thereto and any prospectus or prospectus supplement deemed a part thereof, each at the rules and regulations time of effectiveness (the "Rules and Regulations") of “Registration Statement”), filed by the Company with the Securities and Exchange Commission (the "“Commission"”) thereunder and filed on May 2, 2014 became effective upon filing with the Commission in accordance with Rule 462(e) of the rules and has become effective. Such registration statement may have been amended prior to regulations of the date of this Agreement; any such amendment was so prepared and filedCommission under the Securities Act (the “Securities Act Regulations”) on May 2, 2014, and any such amendment filed after the effective date of such registration statement has become effective. There have been delivered to you two signed copies of such registration statement and amendments, together with two copies of each exhibit filed therewith. Conformed copies of such Registration Statement and amendments (but without exhibits) and of any related preliminary prospectus (the "Preliminary Prospectus") have been delivered to you in such reasonable quantities as you have requested for each of the Underwriters. No no stop order suspending the effectiveness of the registration statement Registration Statement or any part thereof has been issued, issued under the Securities Act and no proceeding proceedings for that purpose has have been instituted or are pending or, to the knowledge of the Company's knowledge, threatened are contemplated by the CommissionCommission or by the state securities authority of any jurisdiction, and any request on the part of the Commission for additional information has been complied with. A final prospectus containing information permitted The Registration Statement was filed by the Company with the Commission not earlier than three years prior to be omitted the date hereof. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 of the Securities Act Regulations. The Shares, since their registration on the Registration Statement, have been and remain eligible for registration by the Company on the Registration Statement. (A) At the original effectiveness of the Registration Statement, (B) at the time of effectiveness by Rule 430A the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Rules Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange 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 Securities Act Regulations) made any offer relating to the Shares in reliance on the exemption of Rule 163 of the Securities Act Regulations, and Regulations ("D) as of the execution of this Agreement, the Company was and is a “well-known seasoned issuer,” as defined in Rule 430A Information"405 of the Securities Act Regulations. (b) has been At the respective times the Registration Statement and each amendment thereto became effective, at each deemed effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of the Securities Act Regulations, at the Applicable Time, at the Closing Date (as defined in Section 3(b) hereof) and at each Subsequent Closing Date (as defined in Section 3(c) hereof), if any, the Registration Statement complied and will comply as to form in all material respects with the requirements of the Securities Act and the Securities 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; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with the information concerning the Underwriters, the Forward Purchaser or the Forward Seller furnished in writing to the Company by the Underwriters, the Forward Purchaser or the Forward Seller expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter, the Forward Purchaser or the Forward Seller consists of the information described as such in Section 9(b) hereof. Neither the Prospectus (as defined in this Section 1(b)) nor any amendments or supplements thereto, at the time the Prospectus or any such amendment or supplement was issued, at the Applicable Time, at the Closing Date and at each Subsequent Closing Date, if any, included or will be 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; provided, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with the information concerning the Underwriters, the Forward Purchaser or the Forward Seller furnished in writing to the Company by the Underwriters, the Forward Purchaser or the Forward Seller expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter, the Forward Purchaser or the Forward Seller consists of the information described as such in Section 9(b) hereof. Each prospectus (including the prospectus or prospectuses, and any preliminary prospectus, filed as part of the Registration Statement or any amendment thereto) complied as to form when so prepared filed in all material respects with the Securities Act and the Securities Act Regulations 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 Rule 424(b) of the Rules its Electronic Data Gathering, Analysis and Regulations on or before the second business day after the date hereof Retrieval system (or such earlier time as may be required by the Rules and Regulations“EXXXX”); and the Rules and Regulations do not require the Company to, and, without your consent, the Company will not, file a post- effective amendment after the time of execution of this Agreement and prior to the filing of such final form of prospectus. As filed, such final prospectus, shall include all Rule 430A Information and, except to the extent permitted by Regulation S-T. As of the Applicable Time, as of the Closing Date and as of each Subsequent Closing Date, if any, the Disclosure Package (as defined in this Section 1(b)) 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; provided, however, that you this representation and warranty shall agree not apply to any statements or omissions made in reliance upon and in conformity with the information concerning the Underwriters, the Forward Purchaser or the Forward Seller furnished in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the date and time that this Agreement was executed and delivered Company by the parties heretoUnderwriters, orthe Forward Purchaser or the Forward Seller expressly for use therein, to it being understood and agreed that the extent not completed at such date and time, shall contain only such specific additional information furnished by any Underwriter, the Forward Purchaser or the Forward Seller consists of the information described as such in Section 9(b) hereof. As used in this subsection and other changes as the Company shall have previously advised you elsewhere in writing would be included or made therein.this Agreement:

Representations and Warranties of the Company and the Partnership. The Company and the Partnership hereby jointly and severally represent and warrant to the several Underwriters Underwriter that: (a) The Company meets the requirements for use of Form S-3 and a registration statement on Form S-3 (File No. 2 333-16887) with respect to the Common Shares, including a prospectus (the "Base Prospectus"), has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the "Act"), and the rules and regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") thereunder and filed with the Commission and has become effective. Such registration statement may have been amended prior to the date of this Agreement; any such amendment was so prepared and filed, and any such amendment filed after the effective date of such registration statement has become effective. There have been delivered to you two signed copies of such registration statement Registration Statement and amendments, together with two copies of each exhibit filed therewith. Conformed copies of such Registration Statement and amendments (but without exhibits) and of any the related preliminary prospectus (the "Preliminary Prospectus") have been delivered to you in such reasonable quantities as you have requested for each of the UnderwritersUnderwriter. No stop order suspending the effectiveness of the registration statement has been issued, and no proceeding for that purpose has been instituted or, to the Company's knowledge, threatened by the Commission. A final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Rules and Regulations ("Rule 430A Information") has been or The Company will be so prepared and filed next file with the Commission pursuant one of the following: (i) prior to Rule effectiveness of such registration statement, a further amendment thereto, including the form of final prospectus, or (ii) a final prospectus and/or a prospectus supplement in accordance with Rules 430A and 424(b) of the Rules and Regulations on or before the second business day after the date hereof (or such earlier time as may be required by the Rules and Regulations); and the Rules and Regulations do not require the Company to, and, without your consent, the Company will not, file a post- effective amendment after the time of execution of this Agreement and prior to the filing of such final form of prospectus. As filed, such amendment and form of final prospectus and/or prospectus supplement, or such final prospectus, shall include all Rule 430A Information (as hereinafter defined) and, except to the extent that you shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the date and time that this Agreement was executed and delivered by the parties hereto, or, to the extent not completed at such date and time, shall contain only such specific additional information and other changes (beyond that contained in the latest Preliminary Prospectus) as the Company shall have previously advised you in writing would be included or made therein.

Representations and Warranties of the Company and the Partnership. The Company and the Partnership hereby jointly and severally represent and warrant to the several Underwriters that: (a) The Company meets the requirements for use of Form S-3 and a A registration statement on Form S-3 (File Registration No. 333-1688712809) with respect to the Common Shares, including a prospectus (the "Base Prospectus"), Shares has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the "Act"), and the rules and regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") thereunder thereunder, and has been filed with the Commission Commission. The Company has prepared and has become effective. Such registration statement may have been amended prior filed an amendment or amendments to the date of this Agreement; any such amendment was so prepared and filed, and any such amendment filed after the effective date of such registration statement has become effectivestatement. There have been delivered to you two signed copies of such registration statement and amendments, together with two copies of each exhibit filed therewith. Conformed copies of such Registration Statement registration statement and amendments (but without exhibits) and of any the related preliminary prospectus (the "Preliminary Prospectus") have been delivered to you in such reasonable quantities as you have requested for each of the Underwriters. No stop order suspending the effectiveness of the registration statement has been issued, and no proceeding for that purpose has been instituted or, to the Company's knowledge, threatened by the Commission. A final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Rules and Regulations ("Rule 430A Information") has been or The Company will be so prepared and filed next file with the Commission pursuant one of the following: (i) prior to Rule effectiveness of such registration statement, a further amendment thereto, including the form of final prospectus, or (ii) a final prospectus in accordance with Rules 430A and 424(b) of the Rules and Regulations on or before the second business day after the date hereof (or such earlier time as may be required by the Rules and Regulations); and the Rules and Regulations do not require the Company to, and, without your consent, the Company will not, file a post- effective amendment after the time of execution of this Agreement and prior to the filing of such final form of prospectus. As filed, such amendment and form of final prospectus, or such final prospectus, shall include all Rule 430A Information (as hereinafter defined) and, except to the extent that you shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the date and time that this Agreement was executed and delivered by the parties hereto, or, to the extent not completed at such date and time, shall contain only such specific additional information and other changes (beyond that contained in the latest Preliminary Prospectus) as the Company shall have previously advised you in writing would be included or made therein.

Representations and Warranties of the Company and the Partnership. The Company and the Partnership hereby Partnership, jointly and severally severally, hereby represent and warrant to the several Underwriters that: (a) The Company meets the requirements for use of Form S-3 and a A registration statement on Form S-3 (File No. 333-1688735871) with respect to the Common Shares, including a prospectus (the "Base Prospectus"), Shares has been prepared by the Company in conformity with the requirements of the Securities Act of 1933, as amended (the "Act"), and the rules and regulations (the "Rules and Regulations") of the Securities and Exchange Commission (the "Commission") thereunder thereunder, and has been filed with the Commission Commission. The Company has prepared and has become effective. Such registration statement may have been amended filed or proposes to file prior to the date of this Agreement; any such amendment was so prepared and filed, and any such amendment filed after the effective date of such registration statement has become effectivean amendment or amendments to such registration statement, which amendment or amendments have been or will be similarly prepared. There have been delivered to you two four signed copies of such registration statement and amendments, together with two four copies of each exhibit filed therewith. Conformed copies of such Registration Statement registration statement and amendments (but without exhibits) and of any the related preliminary prospectus (the "Preliminary Prospectus") have been delivered to you in such reasonable quantities as you have requested for each of the Underwriters. No stop order suspending the effectiveness of the registration statement has been issued, and no proceeding for that purpose has been instituted or, to the Company's knowledge, threatened by the Commission. A final prospectus containing information permitted to be omitted at the time of effectiveness by Rule 430A of the Rules and Regulations ("Rule 430A Information") has been or The Company will be so prepared and filed next file with the Commission pursuant one of the following: (i) prior to Rule effectiveness of such registration statement, a further amendment thereto, including the form of final prospectus, (ii) a final prospectus in accordance with Rules 430A and 424(b) of the Rules and Regulations on Regulations, or before (iii) a term sheet (the second business day after the date hereof (or such earlier time "Term Sheet") as may be required by described in and in accordance with Rules 434 and 424(b) of the Rules and Regulations); and the Rules and Regulations do not require the Company to, and, without your consent, the Company will not, file a post- effective amendment after the time of execution of this Agreement and prior to the filing of such final form of prospectus. As filed, such the final prospectus, if one is used, or the Term Sheet and Preliminary Prospectus, if a final prospectus is not used, shall include all Rule 430A Information (as hereinafter defined) and, except to the extent that you shall agree in writing to a modification, shall be in all substantive respects in the form furnished to you prior to the date and time that this Agreement was executed and delivered by the parties hereto, or, to the extent not completed at such date and time, shall contain only such specific additional information and other changes (beyond that contained in the latest preliminary prospectus) as the Company shall have previously advised you in writing would be included or made therein.