Common use of Status as a Well-Known Seasoned Issuer Clause in Contracts

Status as a Well-Known Seasoned Issuer. (i) At the time of filing the Registration Statement, (ii) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (iii) at the time any Transaction Entity or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) of the Securities Act) made any offer relating to the Securities in reliance on the exemption of Rule 163 of the Securities Act, and (iv) at the Execution Time of this Agreement, the Company was and is a “well-known seasoned issuer” as defined in Rule 405 of the Securities Act and the Operating Partnership was and is a majority-owned operating partnership of the Company. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 of the Securities Act, and the Transaction Entities have not received from the Commission any notice pursuant to Rule 401(g)(2) of the Securities Act objecting to use of the automatic shelf registration statement form, and none of the Transaction Entities have otherwise ceased to be eligible to use the automatic shelf registration statement form. The Operating Partnership meets the requirements for use of its registration statement on Form S-3 (File Nos. 333-225620 and 333-225620-01) under the Securities Act for the offer and sale of the Securities as contemplated by this Agreement.

Status as a Well-Known Seasoned Issuer. (i) At the time of filing the Registration Statement, (ii) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (iii) at the time any Transaction Entity or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) of the Securities Act) made any offer relating to the Securities in reliance on the exemption of Rule 163 of the Securities Act, and (iv) at the Execution Time of this Agreement, the Company was and is a “well-known seasoned issuer” as defined in Rule 405 of the Securities Act and the Operating Partnership was and is a majority-owned operating partnership of the Company. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 of the Securities Act, and the Transaction Entities have not received from the Commission any notice pursuant to Rule 401(g)(2) of the Securities Act objecting to use of the automatic shelf registration statement form, and none of the Transaction Entities have otherwise ceased to be eligible to use the automatic shelf registration statement form. The Operating Partnership meets the requirements for use of its registration statement on Form S-3 (File Nos. 333-225620 211985 and 333-225620211985-01) under the Securities Act for the offer and sale of the Securities as contemplated by this Agreement.

Status as a Well-Known Seasoned Issuer. (i) At the time of filing the Registration Statement, (ii) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (iii) at the time any Transaction Entity or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) of the Securities Act) made any offer relating to the Securities in reliance on the exemption of Rule 163 of the Securities Act, and (iv) at the Execution Time of this Agreement, the Company was and is a “well-known seasoned issuer” as defined in Rule 405 of the Securities Act and the Operating Partnership was and is a majority-owned operating partnership of the Company. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 of the Securities Act, and the Transaction Entities have not received from the Commission any notice pursuant to Rule 401(g)(2) of the Securities Act objecting to use of the automatic shelf registration statement form, and none of the Transaction Entities have otherwise ceased to be eligible to use the automatic shelf registration statement form. The Operating Partnership meets the requirements for use of its registration statement on Form S-3 (File Nos. 333-225620 257031 and 333-225620257031-01) under the Securities Act for the offer and sale of the Securities as contemplated by this Agreement.

Status as a Well-Known Seasoned Issuer. (i) At the time of filing the Registration Statement, (ii) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), (iii) at the time any Transaction Entity or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) of the Securities Act) made any offer relating to the Securities in reliance on the exemption of Rule 163 of the Securities Act, and (iv) at the Execution Time of this Agreement, the Company was and is a “well-known seasoned issuer” as defined in Rule 405 of the Securities Act and the Operating Partnership was and is a majority-owned operating partnership of the Company. The Registration Statement is an “automatic shelf registration statement,” as defined in Rule 405 of the Securities Act, and the Transaction Entities have not received from the Commission any notice pursuant to Rule 401(g)(2) of the Securities Act objecting to use of the automatic shelf registration statement form, and none of the Transaction Entities have not otherwise ceased to be eligible to use the automatic shelf registration statement form. The Operating Partnership meets the requirements for use of its registration statement on Form S-3 (File Nos. 333-225620 333- 211985 and 333-225620211985-01) under the Securities Act for the offer and sale of the Securities as contemplated by this Agreement.