Common use of Company Officers’ Certificate Clause in Contracts

Company Officers’ Certificate. 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 of the Chief Executive Officer or the President of the Company and of the Chief Financial or Chief Accounting Officer of the Company, dated the Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties of the Company in this Agreement are true and correct with the same force and effect as though expressly made at and as of the Closing Time, (iii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Time, and (iv) no stop order suspending the effectiveness of the Registration Statement under the 1933 Act has been issued, no order preventing or suspending the use of any Statutory Prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to their knowledge, contemplated.

Company Officers’ Certificate. At the Closing Time, there shall not have been, since the date hereof hereof, since the Applicable Time or since the respective dates as of which information is given in the Registration Statement, the Prospectus or the General Disclosure Package or the ProspectusPackage, any material adverse change in the condition (financial condition, or otherwise) or in the earnings, business affairs or business prospects of the Company and its subsidiaries the Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, and the Representatives shall have received a certificate certificate, dated as of the Chief Executive Officer Closing Time, of the chief executive officer, president or the President vice president of the Company and the chief financial or chief accounting officer of the Chief Financial or Chief Accounting Officer of the Company, dated the Closing Time, Company to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties of the Company and the Operating Partnership 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 the Closing Time, (iii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Time, Time and (iv) no stop order suspending the effectiveness of the Registration Statement under the 1933 Act has been issued, no order preventing or suspending the use of any Statutory Prospectus or the Prospectus has been issued and no proceedings for any of those purposes that purpose have been instituted or are pending or, to their knowledge, contemplatedcontemplated by the Commission.

Company Officers’ Certificate. 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 ProspectusProspectuses, any material adverse change in the condition, financial conditionor otherwise, 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 U.S. Representatives shall have received a certificate of the Chief Executive Officer Officer, the President or the a Vice President of the Company and of the Chief Financial chief financial or Chief Accounting Officer chief accounting officer of the Company, dated the as of Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties of the Company 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 the Closing Time, (iii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Time, and (iv) no stop order suspending the effectiveness of the Registration Statement under the 1933 Act has been issued, no order preventing or suspending the use of any Statutory Prospectus or the Prospectus has been issued and no proceedings for any of those purposes that purpose have been instituted or are pending or, to their knowledgethe knowledge of such officers, contemplatedare contemplated by the Commission.

Company Officers’ Certificate. 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 condition, financial conditionor otherwise, 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, except as contemplated in the Prospectus, and the Representatives shall have received a certificate of the Chief Executive Officer or the President of the Company and of the Chief Financial chief financial or Chief Accounting Officer chief accounting officer of the Company, dated as of the Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties of the Company in this Agreement Section 1 hereof are true and correct with the same force and effect as though expressly made at and as of the Closing Time, (iii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Time, and (iv) no stop order suspending the effectiveness of the Registration Statement under the 1933 Act has been issued, no order preventing or suspending the use of any Statutory Prospectus or the Prospectus has been issued and no proceedings for any that purpose, to the knowledge of those purposes the Company, have been instituted or are pending or, to their knowledge, contemplatedor are contemplated by the Commission.

Company Officers’ Certificate. At the Closing Time, there shall not have been, since the date hereof hereof, since the Applicable Time or since the respective dates as of which information is given in the Registration Statement, Prospectus or the General Disclosure Package or the ProspectusPackage, any material adverse change in the condition, financial conditionor otherwise, 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 Representative shall have received a certificate of the Chief Executive Officer or the President chief executive officer of the Company and of or the Chief Financial or Chief Accounting Officer chief financial officer of the Company, dated the as of Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties of the Company 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 the Closing Time, (iii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Time, and (iv) no stop order suspending the effectiveness of the Registration Statement under the 1933 Act has been issuedAct, no order preventing or suspending the use of any Statutory Prospectus preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to their knowledge, contemplated.

Company Officers’ Certificate. At the Closing Time, there shall not have been, since the date hereof hereof, since the Applicable Time or since the respective dates as of which information is given in the Registration Statement, the Prospectus or the General Disclosure Package or the ProspectusPackage, any material adverse change in the condition (financial condition, or otherwise) or in the earnings, business affairs or business prospects of the Company and its subsidiaries Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, and the Representatives Representative shall have received a certificate certificate, dated as of the Chief Executive Officer Closing Time, of the chief executive officer, president or the President vice president of the Company and the chief financial or chief accounting officer of the Chief Financial or Chief Accounting Officer of the Company, dated the Closing Time, Company to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties of the Company 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 the Closing Time, (iii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Time, Time and (iv) no stop order suspending the effectiveness of the Registration Statement under the 1933 Act has been issued, no order preventing or suspending the use of any Statutory Prospectus or the Prospectus has been issued and no proceedings for any of those purposes that purpose have been instituted or are pending or, to their knowledge, contemplatedcontemplated by the Commission.

Company Officers’ Certificate. At the Closing Time, there shall not have been, since the date hereof hereof, since the Applicable Time or since the respective dates as of which information is given in the Registration Statement, Prospectus or the General Disclosure Package or the ProspectusPackage, any material adverse change in the condition, financial conditionor otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, and the Representatives Representative shall have received a certificate of the Chief Executive Officer or the President of the Company and of the Chief Financial chief financial or Chief Accounting Officer chief accounting officer of the Company, dated the as of Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties of the Company 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 the Closing Time, (iii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Time, and (iv) no stop order suspending the effectiveness of the Registration Statement under the 1933 Act has been issued, no order preventing or suspending the use of any Statutory Prospectus or the Prospectus has been issued and no proceedings for any of those purposes that purpose have been instituted or are pending or, to their knowledge, contemplatedthreatened by the Commission.

Company Officers’ Certificate. At On the Closing Time, Settlement Date 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 condition, financial conditionor otherwise, 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 Agents shall have received a certificate of an officer of the Chief Executive Officer or the Company who is either at least a Senior Vice President of the Company and or a Vice President of the Chief Financial or Chief Accounting Officer Company with primary responsibility for the administration of the CompanyProgram, dated as of the Closing Time, Settlement Date or other agreed upon date to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties of the Company in this Agreement herein contained are true and correct with the same force and effect as though expressly made at and as of the Closing Timedate of such certificate, (iii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Timedate of such certificate, and (iv) no stop order suspending the effectiveness of the Registration Statement under the 1933 Act has been issued, no order preventing or suspending the use of any Statutory Prospectus or the Prospectus has been issued and no proceedings for any of those purposes that purpose have been instituted or instituted, are pending or, to their the best of such person's knowledge, contemplatedare threatened by the Commission.

Company Officers’ Certificate. At the Closing Time, there shall not have been, since the date hereof hereof, since the Applicable Time or since the respective dates as of which information is given in the Registration Statement, the Prospectus or the General Disclosure Package or the ProspectusPackage, any material adverse change in the condition (financial condition, or otherwise) or in the earnings, business affairs or business prospects of the Company and its subsidiaries Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, and the Representatives Underwriter shall have received a certificate certificate, dated as of the Chief Executive Officer Closing Time, of the chief executive officer, president or the President vice president of the Company and the chief financial or chief accounting officer of the Chief Financial or Chief Accounting Officer of the Company, dated the Closing Time, Company to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties of the Company 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 the Closing Time, (iii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Time, Time and (iv) no stop order suspending the effectiveness of the Registration Statement under the 1933 Act has been issued, no order preventing or suspending the use of any Statutory Prospectus or the Prospectus has been issued and no proceedings for any of those purposes that purpose have been instituted or are pending or, to their knowledge, contemplatedcontemplated by the Commission.

Company Officers’ Certificate. At the Closing Time, there shall not have been, since the date hereof hereof, since the Applicable Time or since the respective dates as of which information is given in the Registration Statement, Prospectus or the General Disclosure Package or the ProspectusPackage, any material adverse change in the condition, financial conditionor otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, and the Representatives shall have received a certificate of the Chief Executive Officer President or the a Vice President of the Company and of the Chief Financial chief financial or Chief Accounting Officer chief accounting officer of the Company, dated the as of Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties of the Company 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 the Closing Time, (iii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Time, and (iv) no stop order suspending the effectiveness of the Registration Statement under the 1933 Act has been issued, no order preventing or suspending the use of any Statutory Prospectus or the Prospectus has been issued and no proceedings for any of those purposes that purpose have been instituted or are pending or, to their knowledge, contemplatedthreatened by the Commission.

Company Officers’ Certificate. 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 ProspectusProspectuses, any material adverse change in the condition, financial conditionor otherwise, 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 Lead Managers shall have received a certificate of the Chief Executive Officer Officer, the President or the a Vice President of the Company and of the Chief Financial chief financial or Chief Accounting Officer chief accounting officer of the Company, dated the as of Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties of the Company 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 the Closing Time, (iii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Time, and (iv) no stop order suspending the effectiveness of the Registration Statement under the 1933 Act has been issued, no order preventing or suspending the use of any Statutory Prospectus or the Prospectus has been issued and no proceedings for any of those purposes that purpose have been instituted or are pending or, to their knowledgethe knowledge of such officers, contemplatedare contemplated by the Commission.

Company Officers’ Certificate. 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 Prospectus or the General Disclosure Package or the ProspectusPackage, any material adverse change in the condition, financial conditionor otherwise, or in the earnings, business affairs affairs, business prospects, management, assets or business prospects properties of the Company and its subsidiaries the 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 the Chief Executive Officer or the President of the Company and of the Chief Financial or Chief Accounting Officer of the Company, Company dated as of the Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties of the Company 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 the Closing Time, (iii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Time, and (iv) no stop order suspending the effectiveness of the Registration Statement under the 1933 Act has been issued, no order preventing or suspending the use of any Statutory Prospectus or the Prospectus has been issued and no proceedings for any of those purposes that purpose have been instituted or are pending or, to their knowledge, contemplatedcontemplated by the Commission.

Company Officers’ Certificate. 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, Prospectus or the General Disclosure Package or the ProspectusPackage, any material adverse change in the condition, financial conditionor otherwise, 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 of the Chief Executive Officer or the President chief executive officer of the Company and of the Chief Financial or Chief Accounting Officer chief financial officer of the Company, dated the as of Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties of the Company 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 the Closing Time, (iii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Time, and (iv) no stop order suspending the effectiveness of the Registration Statement under the 1933 Act has been issued, no order preventing or suspending the use of any Statutory Prospectus or the Prospectus has been issued and no proceedings for any of those purposes that purpose have been instituted or are pending or, to their knowledge, contemplatedcontemplated by the Commission.

Company Officers’ Certificate. 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 condition, financial conditionor otherwise, or in the earnings, business affairs affairs, business prospects, management, assets or business prospects properties of the Company and its subsidiaries the 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 the Chief Executive Officer or the President of the Company and of the Chief Financial or Chief Accounting Officer an executive officer of the Company, dated the Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties of the Company 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 the Closing Time, (iii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Time, and (iv) no stop order suspending the effectiveness of the Registration Statement under the 1933 Act has been issued, no order preventing or suspending the use of any Statutory Prospectus preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to their knowledge, contemplatedcontemplated by the Commission, and (v) no event of default or default with notice and/or lapse of time that would be an event of default in respect of the December Securities has occurred and is continuing.

Company Officers’ Certificate. 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 Prospectus or the General Disclosure Package or the ProspectusPackage, any material adverse change in the condition, financial conditionor otherwise, or in the earnings, business affairs affairs, business prospects, management, assets or business prospects properties of the Company and its subsidiaries the Operating Partnership considered as one enterprise, whether or not arising in the ordinary course of business, and the Representatives Representative shall have received a certificate of the Chief Executive Officer or the President an executive officer of the Company and dated as of the Chief Financial or Chief Accounting Officer of the Company, dated the Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties of the Company 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 the Closing Time, (iii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Time, Time and (iv) no stop order suspending the effectiveness of the Registration Statement under the 1933 Act has been issued, no order preventing or suspending the use of any Statutory Prospectus or the Prospectus has been issued is currently outstanding and no proceedings for any of those purposes that purpose have been instituted or are pending or, to their knowledge, contemplatedcontemplated by the Commission.

Company Officers’ Certificate. At the Closing Time, there shall not have been, since the date hereof hereof, since the Applicable Time or since the respective dates as of which information is given in the Registration Statement, Prospectus or the General Disclosure Package or the ProspectusPackage, any material adverse change in the condition, financial conditionor otherwise, 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 Representative shall have received a certificate of the Chief Executive Officer or the President chief executive officer of the Company and of the Chief Financial or Chief Accounting Officer chief financial officer of the Company, dated the as of Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties of the Company 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 the Closing Time, (iii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Time, and (iv) no stop order suspending the effectiveness of the Registration Statement under the 1933 Act has been issuedAct, no order preventing or suspending the use of any Statutory the Preliminary Prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to their knowledge, contemplated.

Company Officers’ Certificate. At On the Closing Time, Settlement Date 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 condition, financial conditionor otherwise, 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 Dealer(s) shall have received a certificate of an officer of the Chief Executive Officer or the Company who is at least a Senior Vice President of the Company and of the Chief Financial chief financial officer or Chief Accounting Officer chief accounting officer of the Company, dated as of the Closing Time, Settlement Date or other agreed upon date to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties of the Company in this Agreement herein contained are true and correct with the same force and effect as though expressly made at and as of the Closing Timedate of such certificate, (iii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Timedate of such certificate, and (iv) no stop order suspending the effectiveness of the Registration Statement under the 1933 Act has been issued, no order preventing or suspending the use of any Statutory Prospectus or the Prospectus has been issued and no proceedings for any of those purposes that purpose have been instituted or instituted, are pending or, to their the best of such person’s knowledge, contemplatedare threatened by the Commission.

Company Officers’ Certificate. 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 condition, financial conditionor otherwise, 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, except as contemplated in the Prospectus, and the Representatives Representative shall have received a certificate of the Chief Executive Officer President or the any Vice President of the Company and of the Chief Financial chief financial or Chief Accounting Officer chief accounting officer of the Company, dated as of the Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties of regarding the Company in this Agreement Section 1 hereof are true and correct with the same force and effect as though expressly made at and as of the Closing Time, (iii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Time, and (iv) no stop order suspending the effectiveness of the Registration Statement under the 1933 Act has been issued, no order preventing or suspending the use of any Statutory Prospectus or the Prospectus has been issued and no proceedings for any that purpose, to the knowledge of those purposes the Company, have been instituted or are pending or, to their knowledge, contemplatedor are contemplated by the Commission.

Company Officers’ Certificate. 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 ProspectusProspectuses, any material adverse change or any development reasonably likely to result in a prospective material adverse change in the condition, financial conditionor otherwise, or in the earnings, earnings or business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, enterprise whether or not arising in the ordinary course of business, and the Representatives shall have received a certificate of the Chief Executive Officer or the President an executive officer of the Company and of the Chief Financial chief financial or Chief Accounting Officer chief accounting officer of the Company, dated the as of Closing Time, to the effect that (i) there has been no such material adverse change or prospective material adverse change, (ii) the representations and warranties of the Company in this Agreement Section 1 hereof are true and correct with the same force and effect as though expressly made at and as of the Closing Time, (iii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Time, and (iv) no stop order suspending the effectiveness of the Company Registration Statement under pursuant to Section 8(d) of the 1933 Act has been issued, no order preventing or suspending the use of any Statutory Prospectus or the Prospectus has been issued and no proceedings for any of those purposes that purpose have been instituted or are pending or, to their knowledge, contemplatedor are contemplated by the Commission.

Company Officers’ Certificate. At On the Closing Time, Settlement Date 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 Time of Sale Prospectus, any material adverse change in the condition, financial conditionor otherwise, 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 Agents shall have received a certificate of an officer of the Chief Executive Officer or the Company who is either at least a Senior Vice President of the Company and or a Vice President of the Chief Financial or Chief Accounting Officer Company with primary responsibility for the administration of the CompanyProgram, dated as of the Closing Time, Settlement Date or other agreed upon date to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties of the Company in this Agreement herein contained are true and correct with the same force and effect as though expressly made at and as of the Closing Timedate of such certificate, (iii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Timedate of such certificate, and (iv) no stop order suspending the effectiveness of the Registration Statement under the 1933 Act has been issued, no order preventing or suspending the use of any Statutory Prospectus or the Prospectus has been issued and no proceedings for any of those purposes that purpose have been instituted or instituted, are pending or, to their the best of such person’s knowledge, contemplatedare threatened by the Commission.

Company Officers’ Certificate. 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 ML&Co. Prospectus, any material adverse change in the condition, financial conditionor otherwise, 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 Underwriter shall have received a certificate of the Chief Executive Officer President or the a Vice President of the Company and of the Chief Financial chief financial or Chief Accounting Officer chief accounting officer of the Company, dated the as of Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties of the Company 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 the Closing Time, (iii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Time, and (iv) no stop order suspending the effectiveness of the ML&Co. Registration Statement under the 1933 Act has been issued, no order preventing or suspending the use of any Statutory Prospectus or the Prospectus has been issued and no proceedings for any of those purposes that purpose have been instituted or are pending or, to their knowledge, contemplatedor are contemplated by the Commission.

Company Officers’ Certificate. At the Closing Time, there shall not have been, since the date hereof hereof, since the Applicable Time or since the respective dates as of which information is given in the Registration Statement, Prospectus or the General Disclosure Package or the ProspectusPackage, any material adverse change in the condition, financial conditionor otherwise, 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 Representative shall have received a certificate of the Chief Executive Officer or the President chief executive officer of the Company and of or the Chief Financial or Chief Accounting Officer chief financial officer of the Company, dated the as of Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties of the Company 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 the Closing Time, (iii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Time, and (iv) no stop order suspending the effectiveness of the Registration Statement under the 1933 Act has been issuedSecurities Act, no order preventing or suspending the use of any Statutory Prospectus preliminary prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to their knowledge, contemplated.

Company Officers’ Certificate. At On the Closing Time, Settlement Date 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 condition, financial conditionor otherwise, 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 Agents shall have received a certificate of an officer of the Chief Executive Officer or the Company who is at least a Senior Vice President of the Company and of the Chief Financial chief financial officer or Chief Accounting Officer chief accounting officer of the Company, dated as of the Closing Time, Settlement Date or other agreed upon date to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties of the Company in this Agreement herein contained are true and correct with the same force and effect as though expressly made at and as of the Closing Timedate of such certificate, (iii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Timedate of such certificate, and (iv) no stop order suspending the effectiveness of the Registration Statement under the 1933 Act has been issued, no order preventing or suspending the use of any Statutory Prospectus or the Prospectus has been issued and no proceedings for any of those purposes that purpose have been instituted or instituted, are pending or, to their the best of such person’s knowledge, contemplatedare threatened by the Commission.

Company Officers’ Certificate. 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 condition, financial conditionor otherwise, 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, except as contemplated in the Prospectus, and the Representatives shall have received a certificate of the Chief Executive Officer President or the any Vice President of the Company and of the Chief Financial chief financial or Chief Accounting Officer chief accounting officer of the Company, dated as of the Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties of regarding the Company in this Agreement Section 1 hereof are true and correct with the same force and effect as though expressly made at and as of the Closing Time, (iii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Time, and (iv) no stop order suspending the effectiveness of the Registration Statement under the 1933 Act has been issued, no order preventing or suspending the use of any Statutory Prospectus or the Prospectus has been issued and no proceedings for any that purpose, to the knowledge of those purposes the Company, have been instituted or are pending or, to their knowledge, contemplatedor are contemplated by the Commission.

Company Officers’ Certificate. 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 StatementStatement and the Prospectus except as stated therein, neither the General Disclosure Package Company nor any Subsidiary shall have sustained any material loss or the Prospectusinterference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree and there shall not have been any material adverse change in the financial conditionchange, or any development involving a prospective material adverse change, in or affecting the earningsgeneral affairs, business affairs management, financial position, stockholders' equity or business prospects results of operations of the Company and its subsidiaries considered Subsidiaries taken as one enterprise, whether or not arising in the ordinary course of businessa whole, and the Representatives Underwriters shall have received a certificate of the Chief Executive Officer President or the a Vice President of the Company and of the Chief Financial chief financial or Chief Accounting Officer chief accounting officer of the Company, dated as of the Closing Time, to the effect that (i) there has been no such material adverse loss or interference or change, (ii) the representations and warranties of in Sections 1(a) and 1(c) (to the Company in this Agreement extent they relate to the Company) hereof are true and correct with the same force and effect as though expressly made at and as of the Closing Time, (iii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Time, and (iv) no stop order suspending the effectiveness of the Registration Statement under the 1933 Act has been issued, no order preventing or suspending the use of any Statutory Prospectus or the Prospectus has been issued and no proceedings for any of those purposes that purpose have been instituted or are pending or, to their such officers' knowledge, contemplatedare pending or are contemplated by the Commission.

Company Officers’ Certificate. At the Closing Time, there shall not have been, since the date hereof hereof, since the Applicable Time or since the respective dates as of which information is given in the Registration Statement, Prospectus or the General Disclosure Package or the ProspectusPackage, any material adverse change in the condition, financial conditionor otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, and the Representatives shall have received a certificate of the Chief Executive Officer or the President chief executive officer of the Company and of the Chief Financial or Chief Accounting Officer chief financial officer of the Company, dated the as of Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties of the Company 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 the Closing Time, (iii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Time, and (iv) no stop order suspending the effectiveness of the Registration Statement under the 1933 Act has been issuedAct, no order preventing or suspending the use of any Statutory the Preliminary Prospectus or the Prospectus has been issued and no proceedings for any of those purposes have been instituted or are pending or, to their knowledge, contemplated.

Company Officers’ Certificate. 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 Prospectus or the General Disclosure Package or the ProspectusPackage, any material adverse change in the condition, financial conditionor otherwise, or in the earnings, business affairs affairs, business prospects, management, assets or business prospects properties of the Company and its subsidiaries Subsidiaries, considered as one enterprise, whether or not arising in the ordinary course of business, and the Representatives Representative shall have received a certificate of the Chief Executive Officer or the President an executive officer of the Company and dated as of the Chief Financial or Chief Accounting Officer of the Company, dated the Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties of the Company 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 the Closing Time, (iii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Time, Time and (iv) no stop order suspending the effectiveness of the Registration Statement under the 1933 Act has been issued, no order preventing or suspending the use of any Statutory Prospectus or the Prospectus has been issued and no proceedings for any of those purposes that purpose have been instituted or are pending or, to their such executive officer’s knowledge, contemplatedcontemplated by the Commission.

Company Officers’ Certificate. At On the Closing Time, Settlement Date 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 Time of Sale Prospectus, any material adverse change in the condition, financial conditionor otherwise, 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 Dealer(s) shall have received a certificate of an officer of the Chief Executive Officer or the Company who is at least a Senior Vice President of the Company and of the Chief Financial chief financial officer or Chief Accounting Officer chief accounting officer of the Company, dated as of the Closing Time, Settlement Date or other agreed upon date to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties of the Company in this Agreement herein contained are true and correct with the same force and effect as though expressly made at and as of the Closing Timedate of such certificate, (iii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Timedate of such certificate, and (iv) no stop order suspending the effectiveness of the Registration Statement under the 1933 Act has been issued, no order preventing or suspending the use of any Statutory Prospectus or the Prospectus has been issued and no proceedings for any of those purposes that purpose have been instituted or instituted, are pending or, to their the best of such person’s knowledge, contemplatedare threatened by the Commission.

Company Officers’ Certificate. 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 Prospectus or the General Disclosure Package or the ProspectusPackage, any material adverse change in the condition, financial conditionor otherwise, or in the earnings, business affairs affairs, business prospects, management, assets or business prospects properties of the Company and its subsidiaries the 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 the Chief Executive Officer or the President an executive officer of the Company and dated as of the Chief Financial or Chief Accounting Officer of the Company, dated the Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties of the Company 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 the Closing Time, (iii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Time, and (iv) no stop order suspending the effectiveness of the Registration Statement under the 1933 Act has been issued, no order preventing or suspending the use of any Statutory Prospectus or the Prospectus has been issued and no proceedings for any of those purposes that purpose have been instituted or are pending or, to their knowledge, contemplatedcontemplated by the Commission.

Company Officers’ Certificate. 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 condition, financial conditionor otherwise, 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 of the Chief Executive Officer Officer, the President or the a Vice President of the Company and of the Chief Financial chief financial or Chief Accounting Officer chief accounting officer of the Company, dated the as of Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties of the Company 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 the Closing Time, (iii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Time, and (iv) no stop order suspending the effectiveness of the Registration Statement under the 1933 Act has been issued, no order preventing or suspending the use of any Statutory Prospectus or the Prospectus has been issued and no proceedings for any of those purposes that purpose have been instituted or are pending or, to their knowledgethe knowledge of such officers, contemplatedare contemplated by the Commission.

Company Officers’ Certificate. 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 ProspectusProspectuses, any material adverse change in the condition, financial conditionor otherwise, 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 U.S. Representatives shall have received a certificate of the Chief Executive Officer President or the a Vice President of the Company and of the Chief Financial chief financial or Chief Accounting Officer chief accounting officer of the Company, dated the as of Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties of the Company 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 the Closing Time, (iii) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the Closing Time, and (iv) no stop order suspending the effectiveness of the Registration Statement under the 1933 Act has been issued, no order preventing or suspending the use of any Statutory Prospectus or the Prospectus has been issued and no proceedings for any of those purposes that purpose have been instituted or are pending or, to their knowledgethe knowledge of such officers, contemplatedare contemplated by the Commission.