Common use of Authorization and Validity of the Securities Clause in Contracts

Authorization and Validity of the Securities. The Securities have been duly and validly authorized for issuance, offer and sale pursuant to this Agreement and, when issued, authenticated and delivered pursuant to the provisions of this Agreement and the Indenture against payment of the consideration therefor, the Securities will constitute valid and legally binding obligations of the Company and the Operating Partnership enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting enforcement of creditors’ rights generally or by general equity principles, and except further as enforcement thereof may be limited by (1) requirements that a claim with respect to any Securities payable other than in U.S. dollars (or a foreign currency or composite currency judgment in respect of such claim) be converted into U.S. dollars at a rate of exchange prevailing on a date determined pursuant to applicable law or (2) governmental authority to limit, delay or prohibit the making of payments outside the United States; the Securities and the Indenture will be substantially in the form heretofore delivered to the Agents and will conform in all material respects to all statements relating thereto contained in the Prospectus; and each holder of Securities will be entitled to the benefits of the Indenture.