Common use of Company Officers’ Certificate Clause in Contracts

Company Officers’ Certificate. The Representative shall have received a certificate, dated each Closing Date, of the Chief Executive Officer of the Company and the Chief Accounting Officer of the Company, in his capacity as the Principal Financial Officer of the Company, in which such officers shall state that: the representations and warranties of the Transaction Entities in this Agreement are true and correct as of such date; each of the Transaction Entities has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to such Closing Date; no stop order suspending the effectiveness of any Registration Statement has been issued and no proceedings for that purpose have been instituted or, to the best of their knowledge and after reasonable investigation, are contemplated by the Commission; the Additional Registration Statement (if any) satisfying the requirements of subparagraphs (1) and (3) of Rule 462(b) was timely filed pursuant to Rule 462(b), including payment of the applicable filing fee in accordance with the applicable Rules and Regulations; and, subsequent to the date of the most recent financial statements in the Registration Statement, the General Disclosure Package and the Prospectus, there has been no change, nor any development or event involving a prospective change, in the condition (financial or otherwise), results of operations, earnings, business, properties or prospects of the Transaction Entities and their respective Subsidiaries, taken as a whole, that is material and adverse, except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus or as described in such certificate.

Company Officers’ Certificate. The Representative Representatives shall have received a certificate, dated each Closing Date, of the Chief Executive Officer of the Company and the Chief Accounting Officer of the Company, in his capacity as the Principal Financial Officer of the Company, in which such officers shall state that: the representations and warranties of the Transaction Entities in this Agreement are true and correct as of such date; each of the Transaction Entities has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to such Closing Date; no stop order suspending the effectiveness of any Registration Statement has been issued and no proceedings for that purpose have been instituted or, to the best of their knowledge and after reasonable investigation, are contemplated by the Commission; the Additional 462(b) Registration Statement (if any) satisfying the requirements of subparagraphs (1) and (3) of Rule 462(b) was timely filed pursuant to Rule 462(b), including payment of the applicable filing fee in accordance with the applicable Rules and Regulations; and, subsequent to the date of the most recent financial statements in the Registration Statement, the General Disclosure Package and the Prospectus, there has been no change, nor any development or event involving a prospective change, in the condition (financial or otherwise), results of operations, earnings, business, properties or prospects of the Transaction Entities and their respective Subsidiaries, taken as a whole, that is material and adverse, except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus or as described in such certificate.

Company Officers’ Certificate. The Representative Representatives shall have received a certificate, dated each such Closing Date, of the Chief Executive Officer of the Company and the Chief Accounting Officer of the Company, in his capacity as the Principal Financial Officer of the Company, Company in which such officers shall state that: the representations and warranties of the Transaction Entities Company and the Operating Partnership in this Agreement are true and correct as of such date; each of the Transaction Entities Company and the Operating Partnership has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to such Closing Date; no stop order suspending the effectiveness of any Registration Statement has been issued and no proceedings for that purpose have been instituted or, to the best of their knowledge and after reasonable investigation, are contemplated by the Commission; the Additional 462(b) Registration Statement (if any) satisfying the requirements of subparagraphs (1) and (3) of Rule 462(b) was timely filed pursuant to Rule 462(b), including payment of the applicable filing fee in accordance with Rule 111(a) or (b) of Regulation S-T of the applicable Rules and RegulationsCommission; and, subsequent to the date of the most recent financial statements in the Registration Statement, the General Disclosure Package and the Prospectus, there has been no change, nor any development or event involving a prospective change, in the condition (financial or otherwise), results of operations, earnings, business, properties or prospects of the Transaction Entities Company, the Operating Partnership and their respective Subsidiariessubsidiaries, taken as a whole, that is material and adverse, except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus or as described in such certificate.

Company Officers’ Certificate. The Representative At the Closing Time, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package or the Prospectus, any material adverse change in the financial condition, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, and the Representatives shall have received a certificate, dated each Closing Date, certificate of the Chief Executive Officer or the President of the Company and of the Chief Accounting Officer chief financial or chief accounting officer of the Company, in his capacity as dated the Principal Financial Officer of Closing Time, to the Companyeffect that (i) there has been no such material adverse change, in which such officers shall state that: (ii) the representations and warranties of the Transaction Entities Company in this Agreement are true and correct with the same force and effect as though expressly made at and as of such date; each of the Transaction Entities Closing Time, (iii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to such the Closing Date; Time, and (iv) no stop order suspending the effectiveness of any the Registration Statement under the 1933 Act has been issued, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for that purpose any of those purposes have been instituted or are pending or, to the best of their knowledge and after reasonable investigationknowledge, are contemplated by the Commission; the Additional Registration Statement (if any) satisfying the requirements of subparagraphs (1) and (3) of Rule 462(b) was timely filed pursuant to Rule 462(b), including payment of the applicable filing fee in accordance with the applicable Rules and Regulations; and, subsequent to the date of the most recent financial statements in the Registration Statement, the General Disclosure Package and the Prospectus, there has been no change, nor any development or event involving a prospective change, in the condition (financial or otherwise), results of operations, earnings, business, properties or prospects of the Transaction Entities and their respective Subsidiaries, taken as a whole, that is material and adverse, except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus or as described in such certificatecontemplated.

Company Officers’ Certificate. The Representative At the Closing Time, there shall not have received a certificatebeen, dated each Closing Datesince the date hereof or since the respective dates as of which information is given in the Registration Statement, of the Chief Executive Officer General Disclosure Package or the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, business prospects, management, assets or properties of the Company and the Chief Accounting Officer Operating Partnership considered as one enterprise, whether or not arising in the ordinary course of business, and the Representatives shall have received a certificate of an executive officer of the Company, in his capacity as dated the Principal Financial Officer of Closing Time, to the Companyeffect that (i) there has been no such material adverse change, in which such officers shall state that: (ii) the representations and warranties of the Transaction Entities in this Agreement Section 1(a) hereof are true and correct with the same force and effect as though expressly made at and as of such date; each of the Transaction Entities Closing Time, (iii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to such the Closing Date; Time, and (iv) no stop order suspending the effectiveness of any the Registration Statement under the 1933 Act has been issued, no order preventing or suspending the use of any preliminary prospectus or the Prospectus has been issued and no proceedings for that purpose any of those purposes have been instituted or are pending or, to the best of their knowledge and after reasonable investigationknowledge, are contemplated by the Commission; the Additional Registration Statement (if any) satisfying the requirements of subparagraphs (1) and (3) of Rule 462(b) was timely filed pursuant to Rule 462(b), including payment of the applicable filing fee in accordance with the applicable Rules and Regulations; and, subsequent to the date of the most recent financial statements in the Registration Statement, the General Disclosure Package and the Prospectus, there has been no change, nor any development or event involving a prospective change, in the condition (financial or otherwise), results of operations, earnings, business, properties or prospects of the Transaction Entities and their respective Subsidiaries, taken as a whole, that is material and adverse, except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus or as described in such certificate.

Company Officers’ Certificate. The Representative Representatives shall have received a certificate, dated each such Closing Date, of the Chief Executive Officer an executive officer of the Company and the Chief Accounting Officer a principal financial or accounting officer of the Company, in his capacity as the Principal Financial Officer of the Company, Company in which such officers shall state state, each in his or her capacity as an officer of the Company and not in his or her individual capacity, that: the representations and warranties of the Transaction Entities Company in this Agreement are true and correct as of such dateClosing Date; each of the Transaction Entities Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to such Closing Date; no stop order suspending the effectiveness of any Registration Statement has been issued and no proceedings for that purpose have been instituted or, to the best of their knowledge and after reasonable investigationknowledge, are contemplated threatened by the Commission; the Additional Registration Statement (if any) satisfying the requirements of subparagraphs (1) and (3) of Rule 462(b) was timely filed pursuant to Rule 462(b), including payment of the applicable filing fee in accordance with Rule 111(a) or (b) of Regulation S-T of the applicable Rules and RegulationsCommission; and, subsequent to the date of the most recent financial statements in the Registration Statement, the General Disclosure Package and the Final Prospectus, there has been no material adverse change, nor any development or event involving a prospective material adverse change, in the condition (financial or otherwise)condition, results of operations, earnings, business, business or properties or prospects of the Transaction Entities Company and their respective Subsidiaries, its subsidiaries taken as a whole, that is material and adverse, whole except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus or as described in such certificate.

Company Officers’ Certificate. The Representative Representatives shall have received a certificate, dated each such Closing Date, of the Chief Executive Officer of the Company and the Chief Accounting Officer of the Company, in his capacity as the Principal Financial Officer of the Company, Company in which such officers shall state that: the representations and warranties of the Transaction Entities Company and the Operating Partnership in this Agreement are true and correct as of such datecorrect; each of the Transaction Entities Company and the Operating Partnership has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to such Closing Date; no stop order suspending the effectiveness of any Registration Statement has been issued and no proceedings for that purpose have been instituted or, to the best of their knowledge and after reasonable investigation, are contemplated by the Commission; the Additional Registration Statement (if any) satisfying the requirements of subparagraphs (1) and (3) of Rule 462(b) was timely filed pursuant to Rule 462(b), including payment of the applicable filing fee in accordance with Rule 111(a) or (b) of Regulation S-T of the applicable Rules and RegulationsCommission; and, subsequent to the date respective dates of the most recent financial statements in the Registration Statement, the General Disclosure Package and the ProspectusPackage, there has been no material adverse change, nor any development or event involving a prospective material adverse change, in the condition (financial or otherwise), results of operations, earnings, business, properties or prospects of the Transaction Entities Company and their respective Subsidiaries, its subsidiaries taken as a whole, that is material and adverse, whole except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus or as described in such certificate.

Company Officers’ Certificate. The Representative shall have received a certificate, dated each Closing Date, of the Chief Executive Officer of the Company and the Chief Accounting Officer of the Company, in his capacity as the Principal Financial Officer of the Company, in which such officers shall state that: the representations and warranties of the Transaction Entities in this Agreement are true and correct as of such date; each of the Transaction Entities has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to such Closing Date; no stop order suspending the effectiveness of any Registration Statement has been issued and no proceedings for that purpose have been instituted or, to the best of their knowledge and after reasonable investigation, are contemplated by the Commission; the Additional 462(b) Registration Statement (if any) satisfying the requirements of subparagraphs (1) and (3) of Rule 462(b) was timely filed pursuant to Rule 462(b), including payment of the applicable filing fee in accordance with the applicable Rules and Regulations; and, subsequent to the date of the most recent financial statements in the Registration Statement, the General Disclosure Package and the Prospectus, there has been no change, nor any development or event involving a prospective change, in the condition (financial or otherwise), results of operations, earnings, business, properties or prospects of the Transaction Entities and their respective Subsidiaries, taken as a whole, that is material and adverse, except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus or as described in such certificate.

Company Officers’ Certificate. The Representative At the Closing Date, there shall not have been, since the date hereof or of the most recent financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), any material adverse change or any development involving a prospective material adverse change that could reasonably be expected to result in a material adverse change, in the condition (financial or other), results of operations, business or properties of the Company and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business, and, at the Closing Date, the Representatives shall have received a certificate, dated each Closing Date, signed on behalf of the Company by the President or the Chief Executive Officer of the Company and the Chief Accounting Officer of the Company, in his capacity as the Principal Financial Officer of the Company, in which dated as of Closing Date, to the effect that (i) there has been no such officers shall state that: material adverse change, (ii) the representations and warranties of the Transaction Entities Company in this Agreement are true and correct at and as of such date; each the Closing Date with the same force and effect as though expressly made at and as of the Transaction Entities Closing Date, (iii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to such the Closing Date; Date under or pursuant to this Agreement, and (iv) no stop order suspending the effectiveness of any the Registration Statement has been issued and no proceedings for that purpose have been instituted or, to the best knowledge of their knowledge and after reasonable investigationthe Company, are contemplated threatened by the Commission; Commission and the Additional Registration Statement (if any) satisfying Commission has not notified the requirements Company of subparagraphs (1) and (3) of Rule 462(b) was timely filed pursuant any objection to Rule 462(b), including payment the use of the applicable filing fee in accordance with the applicable Rules and Regulations; and, subsequent to the date form of the most recent financial statements in the Registration Statement, the General Disclosure Package and the Prospectus, there has been no change, nor any development or event involving a prospective change, in the condition (financial or otherwise), results of operations, earnings, business, properties or prospects of the Transaction Entities and their respective Subsidiaries, taken as a whole, that is material and adverse, except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus or as described in such certificate.

Company Officers’ Certificate. The Representative shall have received a certificate, dated each such Closing Date, of the Chief Executive Officer of the Company and the Chief Accounting Officer of the Company, in his capacity as the Principal Financial Officer of the Company, Company in which such officers shall state that: the representations and warranties of the Transaction Entities Company and the Operating Partnership in this Agreement are true and correct as of such date; each of the Transaction Entities Company and the Operating Partnership has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to such Closing Date; no stop order suspending the effectiveness of any Registration Statement has been issued and no proceedings for that purpose have been instituted or, to the best of their knowledge and after reasonable investigation, are contemplated by the Commission; the Additional Registration Statement (if any) satisfying the requirements of subparagraphs (1) and (3) of Rule 462(b) was timely filed pursuant to Rule 462(b), including payment of the applicable filing fee in accordance with Rule 111(a) or (b) of Regulation S-T of the applicable Rules and RegulationsCommission; and, subsequent to the date of the most recent financial statements in the Registration Statement, the General Disclosure Package and the Prospectus, there has been no change, nor any development or event involving a prospective change, in the condition (financial or otherwise), results of operations, earnings, business, properties or prospects of the Transaction Entities Company, the Operating Partnership and their respective Subsidiariessubsidiaries, taken as a whole, that is material and adverse, except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus or as described in such certificate.

Company Officers’ Certificate. The Representative At the Closing Date, there shall not have been, since the date hereof or of the most recent financial statements included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), any material adverse change or any development involving a prospective material adverse change that could reasonably be expected to result in a material adverse change, in the condition (financial or other), results of operations, business or properties of the Company and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business, and, at the Closing Date, the Underwriters shall have received a certificate, dated each Closing Date, signed on behalf of the Company by the President or the Chief Executive Officer of the Company and the Chief Accounting Officer of the Company, in his capacity as the Principal Financial Officer of the Company, in which dated as of Closing Date, to the effect that (i) there has been no such officers shall state that: material adverse change, (ii) the representations and warranties of the Transaction Entities Company in this Agreement are true and correct at and as of such date; each the Closing Date with the same force and effect as though expressly made at and as of the Transaction Entities Closing Date, (iii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to such the Closing Date; Date under or pursuant to this Agreement, and (iv) no stop order suspending the effectiveness of any the Registration Statement has been issued and no proceedings for that purpose have been instituted or, to the best knowledge of their knowledge and after reasonable investigationthe Company, are contemplated threatened by the Commission; Commission and the Additional Registration Statement (if any) satisfying Commission has not notified the requirements Company of subparagraphs (1) and (3) of Rule 462(b) was timely filed pursuant any objection to Rule 462(b), including payment the use of the applicable filing fee in accordance with the applicable Rules and Regulations; and, subsequent to the date form of the most recent financial statements in the Registration Statement, the General Disclosure Package and the Prospectus, there has been no change, nor any development or event involving a prospective change, in the condition (financial or otherwise), results of operations, earnings, business, properties or prospects of the Transaction Entities and their respective Subsidiaries, taken as a whole, that is material and adverse, except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus or as described in such certificate.

Company Officers’ Certificate. The Representative shall have received a certificate, dated each such Closing Date, of the Chief Executive Officer of the Company and the Chief Accounting Officer of the Company, in his capacity as the Principal Financial Officer of the Company, Company in which such officers shall state that: the representations and warranties of the Transaction Entities Company and the Operating Partnership in this Agreement are true and correct as of such date; each of the Transaction Entities Company and the Operating Partnership has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to such Closing Date; no stop order suspending the effectiveness of any Registration Statement has been issued and no proceedings for that purpose have been instituted or, to the best of their knowledge and after reasonable investigation, are contemplated by the Commission; the Additional 462(b) Registration Statement (if any) satisfying the requirements of subparagraphs (1) and (3) of Rule 462(b) was timely filed pursuant to Rule 462(b), including payment of the applicable filing fee in accordance with Rule 111(a) or (b) of Regulation S-T of the applicable Rules and RegulationsCommission; and, subsequent to the date of the most recent financial statements in the Registration Statement, the General Disclosure Package and the Prospectus, there has been no change, nor any development or event involving a prospective change, in the condition (financial or otherwise), results of operations, earnings, business, properties or prospects of the Transaction Entities Company, the Operating Partnership and their respective Subsidiariessubsidiaries, taken as a whole, that is material and adverse, except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus or as described in such certificate.

Company Officers’ Certificate. The Representative shall have received a certificate, dated each such Closing Date, of the President and Chief Executive Officer of the Company and of the Chief Financial Officer or Chief Accounting Officer of the Company, in his capacity as to the Principal Financial Officer of the Company, in which such officers shall state effect that: (i) the representations and warranties of the Transaction Entities Company in this Agreement are true and correct as of such datecorrect; each of (ii) the Transaction Entities Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to such Closing Date; (iii) no stop order suspending the effectiveness of any the Registration Statement has been issued and no proceedings for that purpose have been instituted or, to the best of their knowledge and after reasonable investigation, are contemplated by the Commission; the Additional Registration Statement (if any) satisfying the requirements of subparagraphs (1) and (3) of Rule 462(b) was timely filed pursuant to Rule 462(b), including payment of the applicable filing fee in accordance with the applicable Rules and Regulations; and, (iv) subsequent to the date dates of the most recent financial statements in the Registration Statement, the General Disclosure Package and the Final Prospectus, there has been no changeMaterial Adverse Change, nor any development or event involving a prospective changeMaterial Adverse Change, in the condition (financial or otherwise), results of operations, earnings, business, properties or prospects of the Transaction Entities Company and their respective Subsidiaries, its subsidiaries taken as a whole, that is material and adverse, whole except as set forth in the Registration Statement, the General Disclosure Package and the Final Prospectus or as described in such certificate. The Company will furnish the Representative with such conformed copies of such opinions, certificates, letters and documents as the Representative reasonably requests. The Representative may in its sole discretion waive on behalf of the Underwriters compliance with any conditions to the obligations of the Underwriters hereunder, whether in respect of an Optional Closing Date or otherwise.

Company Officers’ Certificate. The At the Closing Date, there shall not have been, since the date hereof or of the most recent financial statements included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), any material adverse change or any development involving a prospective material adverse change that could reasonably be expected to result in a material adverse change, in the condition (financial or other), results of operations, business or properties of the Company and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business, and, at the Closing Date, the Representative shall have received a certificate, dated each Closing Date, signed on behalf of the Company by the President or the Chief Executive Officer of the Company and the Chief Accounting Officer of the Company, in his capacity as the Principal Financial Officer of the Company, in which dated as of Closing Date, to the effect that (i) there has been no such officers shall state that: material adverse change, (ii) the representations and warranties of the Transaction Entities Company in this Agreement are true and correct at and as of such date; each the Closing Date, with the same force and effect as though expressly made at and as of the Transaction Entities Closing Date, (iii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to such the Closing Date; , under or pursuant to this Agreement, and (iv) no stop order suspending the effectiveness of any the Registration Statement has been issued and no proceedings for that purpose have been instituted or, to the best knowledge of their knowledge and after reasonable investigationthe Company, are contemplated threatened by the Commission; Commission and the Additional Registration Statement (if any) satisfying Commission has not notified the requirements Company of subparagraphs (1) and (3) of Rule 462(b) was timely filed pursuant any objection to Rule 462(b), including payment the use of the applicable filing fee in accordance with the applicable Rules and Regulations; and, subsequent to the date form of the most recent financial statements in the Registration Statement, the General Disclosure Package and the Prospectus, there has been no change, nor any development or event involving a prospective change, in the condition (financial or otherwise), results of operations, earnings, business, properties or prospects of the Transaction Entities and their respective Subsidiaries, taken as a whole, that is material and adverse, except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus or as described in such certificate.

Company Officers’ Certificate. The Representative At the Closing Date or the applicable Option Closing Date, as the case may be, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), any material adverse change or any development that could reasonably be expected to result in a material adverse change in the condition (financial or other), results of operations, business, properties, management or prospects of the Company and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business, and, at the Closing Date, the Representatives shall have received a certificate, dated each Closing Datesigned on behalf of the Company by the President, of the Chief Executive Officer or an Executive Vice President of the Company and the Chief Financial Officer or Chief Accounting Officer of the Company, in his capacity dated as of Closing Date, to the Principal Financial Officer of the Companyeffect that (i) there has been no such material adverse change, in which such officers shall state that: (ii) the representations and warranties of the Transaction Entities Company in this Agreement are true and correct at and as of such date; each the Closing Date with the same force and effect as though expressly made at and as of Closing Date, (iii) the Transaction Entities Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to such Closing Date; Date under or pursuant to this Agreement, and (iv) no stop order suspending the effectiveness of any the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or, to the best knowledge of their knowledge and after reasonable investigationthe Company, are contemplated by the Commission; the Additional Registration Statement (if any) satisfying the requirements of subparagraphs (1) and (3) of Rule 462(b) was timely filed pursuant to Rule 462(b), including payment of the applicable filing fee in accordance with the applicable Rules and Regulations; and, subsequent to the date of the most recent financial statements in the Registration Statement, the General Disclosure Package and the Prospectus, there has been no change, nor any development or event involving a prospective change, in the condition (financial or otherwise), results of operations, earnings, business, properties or prospects of the Transaction Entities and their respective Subsidiaries, taken as a whole, that is material and adverse, except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus or as described in such certificate.

Company Officers’ Certificate. The Representative shall have received a certificate, dated each such Closing Date, of the Chief Executive Officer of the Company and the Chief Accounting Investment Officer of the Company, in his capacity as the Principal Financial Officer of the Company, Company in which such officers shall state that: the representations and warranties of the Transaction Entities Company and the Operating Partnership in this Agreement are true and correct as of such date; each of the Transaction Entities Company and the Operating Partnership has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to such Closing Date; no stop order suspending the effectiveness of any Registration Statement has been issued and no proceedings for that purpose have been instituted or, to the best of their knowledge and after reasonable investigation, are contemplated by the Commission; the Additional Registration Statement (if any) satisfying the requirements of subparagraphs (1) and (3) of Rule 462(b) was timely filed pursuant to Rule 462(b), including payment of the applicable filing fee in accordance with Rule 111(a) or (b) of Regulation S-T of the applicable Rules and RegulationsCommission; and, subsequent to the date of the most recent financial statements in the Registration Statement, the General Disclosure Package and the Prospectus, there has been no change, nor any development or event involving a prospective change, in the condition (financial or otherwise), results of operations, earnings, business, properties or prospects of the Transaction Entities Company, the Operating Partnership and their respective Subsidiariessubsidiaries, taken as a whole, that is material and adverselikely to have a Material Adverse Effect, except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus or as described in such certificate.

Company Officers’ Certificate. The Representative Representatives shall have received a certificate, dated each such Closing Date, of the Chief Executive Officer an executive officer of the Company and the Chief Accounting Officer a principal financial or accounting officer of the Company, in his capacity as the Principal Financial Officer of the Company, Company in which such officers shall state that: the representations and warranties of the Transaction Entities Company in this Agreement are true and correct (as though made on and as of such dateClosing Date); each of the Transaction Entities Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to such Closing Date; no stop order suspending the effectiveness of any Registration Statement has been issued and no proceedings for that purpose have been instituted or, to the best of their knowledge and after reasonable investigationknowledge, are contemplated by the Commission; the Additional Registration Statement (if any) satisfying the requirements of subparagraphs (1) and (3) of Rule 462(b) was timely filed pursuant to Rule 462(b), including payment of the applicable filing fee in accordance with Rule 111(a) or (b) of Regulation S-T of the applicable Rules and RegulationsCommission; and, subsequent to the date respective dates of the most recent financial statements in the Registration Statement, the General Disclosure Package and the ProspectusPackage, there has been no material adverse change, nor any development or event involving a prospective material adverse change, in the condition (financial or otherwise), results of operations, earnings, business, properties or prospects of the Transaction Entities Company and their respective Subsidiaries, its subsidiaries taken as a whole, that is material and adverse, whole except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus or as described in such certificate.

Company Officers’ Certificate. The Representative At the Closing Date or the applicable Option Closing Date, as the case may be, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), any material adverse change or any development that could reasonably be expected to result in a material adverse change in the condition (financial or other), results of operations, business, properties, management or prospects of the Company and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business, and, at the Closing Date, the Representatives shall have received a certificate, dated each Closing Datesigned on behalf of the Company by the President, of the Chief Executive Officer or an Executive Vice President of the Company and the Chief Financial Officer or Chief Accounting Officer of the Company, in his capacity dated as of Closing Date, to the Principal Financial Officer of the Companyeffect that (i) there has been no such material adverse change, in which such officers shall state that: (ii) the representations and warranties of the Transaction Entities Company in this Agreement are true and correct at and as of such date; each the Closing Date with the same force and effect as though expressly made at and as of Closing Date, (iii) the Transaction Entities Company has complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to such Closing Date; Date under or pursuant to this Agreement, and (iv) no stop order suspending the effectiveness of any the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or, to the best knowledge of their knowledge and after reasonable investigationthe Company, are contemplated by the Commission; the Additional Registration Statement (if any) satisfying the requirements of subparagraphs (1) and (3) of Rule 462(b) was timely filed pursuant to Rule 462(b), including payment of the applicable filing fee in accordance with the applicable Rules and Regulations; and, subsequent to the date of the most recent financial statements in the Registration Statement, the General Disclosure Package and the Prospectus, there has been no change, nor any development or event involving a prospective change, in the condition (financial or otherwise), results of operations, earnings, business, properties or prospects of the Transaction Entities and their respective Subsidiaries, taken as a whole, that is material and adverse, except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus or as described in such certificate.

Company Officers’ Certificate. The Representative Representatives shall have received a certificate, dated each such Closing Date, of the Chief Executive Officer of the Company and the Chief Accounting Officer of the Company, in his capacity as the Principal Financial Officer of the Company, Company in which such officers shall state that: the representations and warranties of the Transaction Entities Company and the Operating Partnership in this Agreement are true and correct as of such date; each of the Transaction Entities Company and the Operating Partnership has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to such Closing Date; no stop order suspending the effectiveness of any Registration Statement has been issued and no proceedings for that purpose pursuant to Section 8A under the Act have been instituted or, to the best of their knowledge and after reasonable investigation, are contemplated by the Commission; the Additional 462(b) Registration Statement (if any) satisfying the requirements of subparagraphs (1) and (3) of Rule 462(b) was timely filed pursuant to Rule 462(b), including payment of the applicable filing fee in accordance with Rule 111(a) or (b) of Regulation S-T of the applicable Rules and RegulationsCommission; and, subsequent to the date of the most recent financial statements in the Registration Statement, the General Disclosure Package and the Prospectus, there has been no change, nor any development or event involving a prospective change, in the condition (financial or otherwise), results of operations, earnings, business, properties or prospects of the Transaction Entities Company, the Operating Partnership and their respective Subsidiariessubsidiaries, taken as a whole, that is material and adverse, except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus or as described in such certificate.

Company Officers’ Certificate. The Representative At the Closing Date or the applicable Option Closing Date, as the case may be, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), any material adverse change or any development that could reasonably be expected to result in a material adverse change in the condition (financial or other), results of operations, business, properties, management or prospects of the Company and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business, and, at the Closing Date, the Representatives shall have received a certificate, dated each Closing Datesigned on behalf of the Company by the President, of the Chief Executive Officer or an Executive Vice President of the Company and the Chief Financial Officer or Chief Accounting Officer of the Company, in his capacity dated as the Principal Financial Officer of the CompanyClosing Date, in which to the effect that (i) there has been no such officers shall state that: material adverse change, (ii) the representations and warranties of the Transaction Entities Company in this Agreement are true and correct at and as of such date; each the Closing Date with the same force and effect as though expressly made at and as of the Transaction Entities Closing Date, (iii) the Company has complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to such the Closing Date; Date under or pursuant to this Agreement, and (iv) no stop order suspending the effectiveness of any the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or, to the best knowledge of their knowledge and after reasonable investigationthe Company, are contemplated by the Commission; Commission and the Additional Registration Statement (if any) satisfying Commission has not notified the requirements Company of subparagraphs (1) and (3) of Rule 462(b) was timely filed pursuant any objection to Rule 462(b), including payment the use of the applicable filing fee in accordance with the applicable Rules and Regulations; and, subsequent to the date form of the most recent financial statements in the Registration Statement, the General Disclosure Package and the Prospectus, there has been no change, nor any development or event involving a prospective change, in the condition (financial or otherwise), results of operations, earnings, business, properties or prospects of the Transaction Entities and their respective Subsidiaries, taken as a whole, that is material and adverse, except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus or as described in such certificate.

Company Officers’ Certificate. The Representative Representatives shall have received a certificate, dated each such Closing Date, of the Chief Executive Officer of the Company and the Chief Accounting Officer of the Company, in his capacity as the Principal Financial Officer of the Company, Company in which such officers shall state that: the representations and warranties of the Transaction Entities Company and the Operating Partnership in this Agreement are true and correct as of such date; each of the Transaction Entities Company and the Operating Partnership has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to such Closing Date; no stop order suspending the effectiveness of any Registration Statement has been issued and no proceedings for that purpose have been instituted or, to the best of their knowledge and after reasonable investigation, are contemplated by the Commission; [the Additional Registration Statement (if any) satisfying the requirements of subparagraphs (1) and (3) of Rule 462(b) was timely filed pursuant to Rule 462(b), including payment of the applicable filing fee in accordance with Rule 111(a) or (b) of Regulation S-T of the applicable Rules and Regulations; Commission;] and, subsequent to the date of the most recent financial statements in the Registration Statement, the General Disclosure Package and the Prospectus, there has been no change, nor any development or event involving a prospective change, in the condition (financial or otherwise), results of operations, earnings, business, properties or prospects of the Transaction Entities Company, the Operating Partnership and their respective Subsidiariessubsidiaries, taken as a whole, that is material and adverse, except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus or as described in such certificate.

Company Officers’ Certificate. The Representative On the date of this Agreement, there shall not have received a certificatebeen, dated each Closing Date, of the Chief Executive Officer of the Company and the Chief Accounting Officer of the Company, in his capacity as the Principal Financial Officer of the Company, in which such officers shall state that: the representations and warranties of the Transaction Entities in this Agreement are true and correct as of such date; each of the Transaction Entities has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to such Closing Date; no stop order suspending the effectiveness of any Registration Statement has been issued and no proceedings for that purpose have been instituted or, to the best of their knowledge and after reasonable investigation, are contemplated by the Commission; the Additional Registration Statement (if any) satisfying the requirements of subparagraphs (1) and (3) of Rule 462(b) was timely filed pursuant to Rule 462(b), including payment of the applicable filing fee in accordance with the applicable Rules and Regulations; and, subsequent to since the date of the most recent latest audited financial statements included in the Registration Statement, the General Disclosure Package and the Prospectus or since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs, business prospects, management, assets or properties of the Transaction Entities considered as one enterprise, whether or not arising in the ordinary course of business, and the Agents and the Forward Purchasers shall have received a certificate of an executive officer of the Transaction Entities, dated such date, to the effect that (i) there has been no such material adverse change, nor any development or event involving a prospective change, in (ii) the condition (financial or otherwise), results of operations, earnings, business, properties or prospects representations and warranties of the Transaction Entities contained herein are true and correct with the same force and effect as though expressly made on and as of such date, (iii) the Transaction Entities have complied with all agreements and satisfied all conditions on their respective Subsidiariespart to be performed or satisfied on or prior to such date, taken as a whole, that is material and adverse, except as set forth in (iv) no stop order suspending the effectiveness of the Registration StatementStatement or any post-effective amendment thereto has been issued under the 1933 Act, no notice of objection of the General Disclosure Package and Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) has been received by the Company, no order preventing or suspending the use of any preliminary prospectus or the Prospectus or as described in such certificateany amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to their knowledge, contemplated by the Commission.

Company Officers’ Certificate. The Representative At the Closing Date or the applicable Option Closing Date, as the case may be, there shall not have been, since the date hereof or since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus (in each case exclusive of any amendments or supplements thereto subsequent to the date of this Agreement), any material adverse change or any development that could reasonably be expected to result in a material adverse change in the condition (financial or other), results of operations, business, properties, management or prospects of the Company and its subsidiaries taken as a whole, whether or not arising in the ordinary course of business, and, at the Closing Date, the Representatives shall have received a certificate, dated each Closing Datesigned on behalf of the Company by the President, of the Chief Executive Officer or an Executive Vice President of the Company and the Chief Financial Officer or Chief Accounting Officer of the Company, in his capacity dated as the Principal Financial Officer of the CompanyClosing Date, in which to the effect that (i) there has been no such officers shall state that: material adverse change, (ii) the representations and warranties of the Transaction Entities Company in this Agreement are true and correct at and as of such date; each the Closing Date with the same force and effect as though expressly made at and as of the Transaction Entities Closing Date, (iii) the Company has complied in all material respects with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to such the Closing Date; Date under or pursuant to this Agreement, and (iv) no stop order suspending the effectiveness of any the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or, to the best knowledge of their knowledge and after reasonable investigationthe Company, are contemplated by the Commission; the Additional Registration Statement (if any) satisfying the requirements of subparagraphs (1) and (3) of Rule 462(b) was timely filed pursuant to Rule 462(b), including payment of the applicable filing fee in accordance with the applicable Rules and Regulations; and, subsequent to the date of the most recent financial statements in the Registration Statement, the General Disclosure Package and the Prospectus, there has been no change, nor any development or event involving a prospective change, in the condition (financial or otherwise), results of operations, earnings, business, properties or prospects of the Transaction Entities and their respective Subsidiaries, taken as a whole, that is material and adverse, except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus or as described in such certificate.

Company Officers’ Certificate. The Representative shall have received a certificate, dated each such Closing Date, of the Chief Executive Officer of the Company and the Chief Accounting Officer of the Company, in his capacity as the Principal Financial Officer of the Company, Company in which such officers shall state that: the representations and warranties of the Transaction Entities Company in this Agreement are true and correct as of such datecorrect; each of the Transaction Entities Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to such Closing Date; no stop order suspending the effectiveness of any Registration Statement has been issued and no proceedings for that purpose have been instituted or, to the best of their knowledge and after reasonable investigation, are contemplated by the Commission; the Additional Registration Statement (if any) satisfying the requirements of subparagraphs (1) and (3) of Rule 462(b) was timely filed pursuant to Rule 462(b), including payment of the applicable filing fee in accordance with Rule 111(a) or (b) of Regulation S-T of the applicable Rules and RegulationsCommission; and, subsequent to the date respective dates of the most recent financial statements in the Registration Statement, the General Disclosure Package and the ProspectusPackage, there has been no material adverse change, nor any development or event involving a prospective material adverse change, in the condition (financial or otherwise), results of operations, earnings, business, properties or prospects of the Transaction Entities Company and their respective Subsidiaries, its subsidiaries taken as a whole, that is material and adverse, whole except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus or as described in such certificate.

Company Officers’ Certificate. The Representative Agent shall have received a certificate, dated each Closing the Settlement Date, of the Chief Executive Officer of the Company and the Chief Accounting Officer of the Company, in his capacity as the Principal Financial Officer of the Company, in which such officers shall state that: the representations and warranties of the Transaction Entities in this Agreement are true and correct as of such date; each of the Transaction Entities has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to such Closing the Settlement Date; no stop order suspending the effectiveness of any Registration Statement has been issued and no proceedings for that purpose have been instituted or, to the best of their knowledge and after reasonable investigation, are contemplated by the Commission; the Additional 462(b) Registration Statement (if any) satisfying the requirements of subparagraphs (1) and (3) of Rule 462(b) was timely filed pursuant to Rule 462(b), including payment of the applicable filing fee in accordance with the applicable Rules and Regulations; and, subsequent to the date of the most recent financial statements in the Registration Statement, the General Disclosure Package and the Prospectus, there has been no change, nor any development or event involving a prospective change, in the condition (financial or otherwise), results of operations, earnings, business, properties or prospects of the Transaction Entities and their respective Subsidiaries, taken as a whole, that is material and adverse, except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus or as described in such certificate.

Company Officers’ Certificate. The Representative Representatives shall have received a certificate, dated each such Closing Date, of the Chief Executive Officer of the Company and the Chief Accounting Investment Officer of the Company, in his capacity as the Principal Financial Officer of the Company, Company in which such officers shall state that: the representations and warranties of the Transaction Entities Company and the Operating Partnership in this Agreement are true and correct as of such date; each of the Transaction Entities Company and the Operating Partnership has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to such Closing Date; no stop order suspending the effectiveness of any Registration Statement has been issued and no proceedings for that purpose have been instituted or, to the best of their knowledge and after reasonable investigation, are contemplated by the Commission; the Additional Registration Statement (if any) satisfying the requirements of subparagraphs (1) and (3) of Rule 462(b) was timely filed pursuant to Rule 462(b), including payment of the applicable filing fee in accordance with Rule 111(a) or (b) of Regulation S-T of the applicable Rules and RegulationsCommission; and, subsequent to the date of the most recent financial statements in the Registration Statement, the General Disclosure Package and the Prospectus, there has been no change, nor any development or event involving a prospective change, in the condition (financial or otherwise), results of operations, earnings, business, properties or prospects of the Transaction Entities Company, the Operating Partnership and their respective Subsidiariessubsidiaries, taken as a whole, that is material and adverse, except as set forth in the Registration Statement, the General Disclosure Package and the Prospectus or as described in such certificate.