Common use of REPRESENTATIONS AND WARRANTIES OF THE REIT Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF THE REIT. II PARTIES Except (a) as set forth in the disclosure letter prepared by the REIT II Parties and delivered by the REIT II Parties to the REIT I Parties at or prior to the execution and delivery of this Agreement (the “REIT II Disclosure Letter”) (it being acknowledged and agreed that disclosure of any item in any section or subsection of the REIT II Disclosure Letter shall be deemed disclosed with respect to the section or subsection of this Agreement to which it corresponds and any other section or subsection of this Agreement to the extent the applicability of such disclosure to such other section or subsection of this Agreement is reasonably apparent on its face (it being understood that to be so reasonably apparent on its face, it is not required that the other section or subsection of this Agreement be cross-referenced); provided, that no disclosure shall qualify any Fundamental Representation unless it is set forth in the specific section or subsection of the REIT II Disclosure Letter corresponding to such Fundamental Representation; provided, further, that nothing in the REIT II Disclosure Letter is intended to broaden the scope of any representation or warranty of the REIT II Parties made herein) or (b) as disclosed in the REIT II SEC Documents publicly available, filed with, or furnished to, as applicable, the SEC on or after December 31, 2017 and prior to the date of this Agreement (excluding any information or documents incorporated by reference therein and excluding any disclosures contained in such documents under the headings “Risk Factors” or “Forward Looking Statements” or any other disclosures contained or referenced therein to the extent they are cautionary, predictive or forward-looking in nature), and then only to the extent that the relevance of any disclosed event, item or occurrence in such REIT II SEC Documents to a matter covered by a representation or warranty set forth in this Article 5 is reasonably apparent on its face; provided, that the disclosures in the REIT II SEC Documents shall not be deemed to qualify (i) any Fundamental Representations, which 39

REPRESENTATIONS AND WARRANTIES OF THE REIT. II PARTIES Except The REIT hereby represents and warrants to Owner as follows: (a) The REIT has been duly formed and is validly existing as set forth a Maryland corporation and has elected under the Code to be treated as a real estate investment trust, and is duly qualified to do business in all jurisdictions where such qualification is necessary to carry on its business as now conducted and is duly qualified or in the disclosure letter prepared process of becoming duly qualified in all jurisdictions in which its properties or Highwoods' properties are located. The REIT has all power and authority under its organizational documents to enter into this Agreement and the documents required to be executed by the REIT II Parties and delivered by the REIT II Parties to the REIT I Parties at or prior to the it. (b) The execution and delivery of this Agreement (and the “REIT II Disclosure Letter”) (documents executed by it, and the performance of its obligations under this Agreement and the documents executed by it, have been duly authorized by all requisite action, and this Agreement has been, and the documents required to be executed by it being acknowledged will on the date of Closing have been, duly executed and agreed that disclosure delivered by the REIT, including the Registration Rights Agreement. To the actual knowledge of the REIT, and except for the requirement of the approval of the New York Stock Exchange of the Subsequent Listing Application as set forth in Section 5.06 above, none of the foregoing requires any item action by or in respect of, or filing with, any section governmental body, agency or subsection official or contravenes or constitutes a default under any provision of applicable law or regulation, any organizational document of the REIT II Disclosure Letter shall or any agreement, judgment, injunction, order, decree or other instrument binding upon the REIT. This Agreement does and will, and the documents required to be deemed disclosed executed by it will, constitute the valid and binding obligations of the REIT enforceable in accordance with their respective terms, subject to bankruptcy and similar laws affecting the remedies or resources of creditors generally. (c) To the actual knowledge of the REIT, the REIT is not (i) in violation if its charter or by-laws; (ii) in default in any material respect, and no event has occurred which, with notice or lapse of time or both, would constitute such a default, in the due performance or observance of any term, covenant or condition contained in any material indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which it is a party or by which it is bound or to which any of its properties or assets is subject or by which it or any of them may be affected; or (iii) in violation in any material respect of any law, ordinance, governmental rule, regulation or court decree to which it or its properties or assets may be subject. To its actual knowledge, the REIT has not failed to obtain any material license, permit, certificate, franchise or other governmental authorization or permit necessary to the ownership of any of its assets or to the conduct of its businesses. (d) To the actual knowledge of the REIT, there is no existing or threatened legal action or governmental proceedings of any kind involving the REIT, any of its assets or the operation of any of the foregoing, which, if determined adversely to the REIT or its assets, would have a material adverse effect on the consolidated financial position, stockholders' equity, results of operations, business or prospects of the REIT or its assets or which would interfere with the REIT's ability to execute or deliver, or perform its obligations under this Agreement or any of the documents required to be executed by it. (e) As of the date of this Agreement, the authorized capitalization of the REIT consists of 100,000,000 shares of common stock (the "Common Shares"), of which 35,258,143 Common Shares are issued and outstanding as of the date hereof and of which 4,254,528 Common Shares are reserved for exchange for issued and outstanding Partnership Units in Highwoods and 10,000,000 shares of preferred stock which are authorized, but none of which have been issued. All of the outstanding Common Shares have been duly authorized and validly issued, are fully paid, nonassessable and free of any preemptive or similar rights and were issued in accordance with the Securities Act. (f) The REIT is in compliance with the listing rules promulgated by the New York Stock Exchange provided, however, the Subsequent Listing Application must be approved by the New York Stock Exchange. (g) The REIT's Registration Statement filed in connection with its $200,000,000.00 debt offering dated November 15, 1996, (the "November Registration Statement), its Prospectus dated December 5, 1996, utilized in connection with a private placement of 2,250,000 of its Common Stock (the "December Prospectus"), and its most recently filed Form 10-Q for the period ended September 30, 1996, and Form-K filed by the REIT with the Securities and Exchange Commission (the "Commission") (when required to be filed) under the Securities Act of 1933 (the "Securities Act") or the Securities and Exchange Act of 1934 (the "Exchange Act") when they became effective or were filed with the Commission (as applicable), as the case may be, conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder, and none of such documents (as amended through the date hereof) contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and any further documents so filed and incorporated by reference in any registration statement filed with respect to the section Common Shares or subsection of this Agreement to which it corresponds and any other section the Underlying Shares, when such documents become effective or subsection of this Agreement are filed with the Commission, as the case maybe, will conform in all material respects to the extent the applicability of such disclosure to such other section or subsection of this Agreement is reasonably apparent on its face (it being understood that to be so reasonably apparent on its face, it is not required that the other section or subsection of this Agreement be cross-referenced); provided, that no disclosure shall qualify any Fundamental Representation unless it is set forth in the specific section or subsection requirements of the REIT II Disclosure Letter corresponding to such Fundamental Representation; provided, further, that nothing in Securities Act or the REIT II Disclosure Letter is intended to broaden the scope of any representation or warranty of the REIT II Parties made herein) or (b) as disclosed in the REIT II SEC Documents publicly available, filed with, or furnished toExchange Act, as applicable, and the SEC rules and regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Since the dates of the November Registration Statement and the December Prospectus (i) except as set forth on Exhibit W, there has been no material adverse change in or after December 31affecting, 2017 or any event which, with the passing of time or the giving of notice, would affect, the financial condition, results of operation or business of the REIT, whether or not arising in the ordinary course of business; (ii) there has been no material casualty loss or material condemnation or other material adverse event with respect to any of the properties or assets of the REIT; (iii) there has been no material change in the capital stock of the REIT. There are certain acquisition transactions pending between Highwoods and prior to unaffiliated third parties under contracts now being negotiated. The REIT has advised Owner in writing of the same and the existence thereof at the date of this Agreement Closing (excluding or the prior closing of any information such transaction) shall not constitute a breach of warranty or documents incorporated representation by reference therein and excluding the REIT or Highwoods. (h) The REIT has not received written notice of any disclosures contained in such documents under existing violation of any federal, state, county or municipal law, ordinance, order, code, regulation or requirement affecting the headings “Risk Factors” or “Forward Looking Statements” REIT or any other disclosures contained of its assets that would have a material adverse effect on the financial condition, business or referenced therein to the extent they are cautionary, predictive or forward-looking in nature), and then only to the extent that the relevance prospects of any disclosed event, item or occurrence in such REIT II SEC Documents to a matter covered by a representation or warranty set forth in this Article 5 is reasonably apparent on its face; provided, that the disclosures in the REIT II SEC Documents shall not be deemed to qualify or any of its assets. (i) To the best of the REIT's knowledge, the REIT is in compliance in all material respects with all presently applicable provisions of the Employee Retirement Income Security Act of 1974, as amended, including the regulations and published interpretations thereunder ("ERISA"). No "reportable event" (as defined in ERISA) has occurred with respect to any Fundamental Representations"pension plan" (as defined in ERISA) for which the REIT would have any liability. The REIT has not incurred and does not expect to incur liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any "pension plan" or (ii) Sections 412 or 4971 of the Code. Each "pension plan" for which the REIT would have any liability that is intended to be qualified under Section 401(a) of the Code is so qualified in all material respects and nothing has occurred, whether by action or by failure to act, which 39would cause the loss or such qualification. None of the assets of the REIT constitute, nor will such assets, as of the date of Closing constitute, "plan assets" under ERISA.

REPRESENTATIONS AND WARRANTIES OF THE REIT. II PARTIES Except (a) The REIT represents and warrants to the Underwriters and acknowledges that the Underwriters are relying upon the following representations and warranties in entering into this Agreement and completing the transactions contemplated hereunder: (i) the REIT is a trust duly created and validly existing as set forth a trust under the laws of the Province of Ontario, the trustees of the REIT have been duly appointed as trustees of the REIT in accordance with the Declaration of Trust, and the REIT has all requisite power, capacity and authority to own or lease and to manage its properties and assets, to own other investments and to conduct the Business, all as contemplated in the disclosure letter prepared Preliminary Prospectus and the Prospectus; (ii) the REIT is a reporting issuer in each of the Qualifying Jurisdictions and is not in default of any requirement under Securities Laws; (iii) the Units are listed and posted for trading on the TSX; (iv) Xxxxxxx XX is a limited partnership created and existing under the laws of the Province of Nova Scotia and has all requisite power, capacity and authority to own its properties and assets and the Acquisition Properties, and to carry on the Business; (v) the REIT Entities comprise all entities which own or will own the assets used in carrying on the Business, including the Properties and the Acquisition Properties, or otherwise operate the Business; (vi) all of the securities of each of the REIT Entities outstanding on the date hereof have been duly authorized and validly issued as fully paid and, to the extent applicable, non-assessable; (vii) each of the REIT Entities has conducted and is conducting its Business, including the Transaction, in compliance with the terms and provisions of its constating and organizational documents; (viii) the Declaration of Trust has not been amended since May 14, 2014, has not been rescinded and remains in full force and effect; (ix) there is no agreement in force or effect which in any manner affects or will affect the voting control of any of the securities of the REIT Entities; (x) the REIT (through its trustees in their capacity as such) and the other REIT Entities, as applicable, have all requisite power and authority: (i) to enter into this Agreement and the Related Agreements to which such REIT Entities are a party; (ii) to carry out all the terms and provisions of this Agreement and the Related Agreements to which such REIT Entities are a party; (iii) in the case of the REIT, to issue and deliver the Qualified Securities in accordance with the provisions of this Agreement and the Subscription Receipt Agreement and the Special Voting Units in connection with the Transaction; (iv) in the case of Xxxxxxx XX, to issue and deliver the Class B LP Units in connection with the Transaction Agreement; and (v) to carry out the transactions as and to the extent described in the Prospectus; (xi) each of the Related Agreements described in the Preliminary Prospectus conforms with the description thereof in the Preliminary Prospectus; (xii) the Transaction Agreement has been executed by the REIT II Parties parties thereto; (xiii) each of this Agreement and the Transaction Agreement has been, the Subscription Receipt Agreement will be on the Closing Date, and each of the Sobeys Leases, the Environmental Indemnity Agreement, the Co- Ownership Agreements and the Lease Amendments will be on the Transaction Closing Date, duly authorized, executed and delivered by the REIT II Parties Entities party thereto (or by one or more trustees, each acting in his or her capacity as trustees of a REIT Entity that is a trust) and constitutes or, as the case may be, will constitute when executed and delivered, a legal, valid and binding obligation of the REIT Entities party thereto, enforceable against the applicable REIT Entity in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, moratorium, fraudulent conveyance, reorganization or other similar laws affecting the enforcement of creditors' rights generally and except as enforcement thereof is subject to general principals of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) including the limitation that rights of indemnity, contribution and waiver may be limited by applicable laws; (xiv) the REIT is authorized to issue an unlimited number of Units and Special Voting Units of which, as of the date hereof, 78,225,076 Units and 53,918,890 Special Voting Units are validly issued and outstanding as fully paid and, to the extent applicable, non-assessable; (xv) the issuance of the Subscription Receipts by the REIT I Parties to the Underwriters in accordance with the terms of this Agreement has been authorized by all necessary action of the REIT, and upon payment therefor in accordance with this Agreement, the Subscription Receipts, will be validly issued and outstanding as fully paid and non-assessable securities of the REIT, and the Subscription Receipts will entitle holders thereof to the benefits of the Subscription Receipt Agreement; (xvi) at or prior the Time of Closing, the Underlying Units will be duly and validly authorized, allotted and reserved for issuance in accordance with the Subscription Receipt Agreement and, upon their issuance in accordance with the terms of the Subscription Receipt Agreement, the Underlying Units will be validly issued and outstanding as fully paid and non- assessable Units; (xvii) all necessary action has been taken by each of Xxxxxxx XX and the REIT to validly issue, sell and deliver the securities to be issued by it on the Transaction Closing Date pursuant to the terms of the Transaction Agreement and at such time, upon receipt of the deemed purchase price thereof, such securities will be validly issued as fully paid and, to the extent applicable, non-assessable; (xviii) ECL has waived its pre-emptive right to participate in the Offering; (xix) no Authorization is required by any of the REIT Entities for the execution and delivery of and the performance by it of its obligations under this Agreement (Agreement, the “REIT II Disclosure Letter”) (it being acknowledged Related Agreements or the creation, issue, sale and agreed that disclosure of any item in any section or subsection of the REIT II Disclosure Letter shall be deemed disclosed with respect to the section or subsection of this Agreement to which it corresponds and any other section or subsection of this Agreement to the extent the applicability of such disclosure to such other section or subsection of this Agreement is reasonably apparent on its face (it being understood that to be so reasonably apparent on its face, it is not required that the other section or subsection of this Agreement be cross-referenced); provided, that no disclosure shall qualify any Fundamental Representation unless it is set forth in the specific section or subsection of the REIT II Disclosure Letter corresponding to such Fundamental Representation; provided, further, that nothing in the REIT II Disclosure Letter is intended to broaden the scope of any representation or warranty of the REIT II Parties made herein) or (b) as disclosed in the REIT II SEC Documents publicly available, filed with, or furnished todistribution, as applicable, of the SEC Qualified Securities or the securities to be issued in connection with the Transaction, except: (A) as may be required under the Securities Laws or the U.S. Securities Laws and which shall have been obtained on or after December 31before the Time of Closing; or (B) in respect of the Transaction Agreement, 2017 the Sobeys Leases, the Environmental Indemnity Agreement, the Co-Ownership Agreements and prior to the date of this Agreement Lease Amendments, (excluding any information or documents incorporated by reference therein and excluding any disclosures contained in such documents I) as may be required under the headings “Risk Factors” Securities Laws, including under the rules and policies of the TSX, or “Forward Looking Statements” the Competition Act (Canada) and which shall have been obtained on or any other disclosures contained or referenced therein to before the extent they are cautionaryTransaction Closing Date, predictive or forward-looking in nature), and then only to the extent that the relevance of any disclosed event, item or occurrence in such REIT II SEC Documents to a matter covered by a representation or warranty set forth in this Article 5 is reasonably apparent on its face; provided, that the disclosures in the REIT II SEC Documents shall not be deemed to qualify (i) any Fundamental Representations, which 39or