Common use of Officers’ Certificate for the Company Clause in Contracts

Officers’ Certificate for the Company. The Agents and the Forward Purchasers shall have received a certificate of the Chief Executive Officer of the Company and the Chief Financial Officer of the Company, dated such date, in form and substance reasonably satisfactory to the Representatives, to the effect that: (A) the representations and warranties of the Company contained in this Agreement are true and correct as of such date; (B) the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before such date; (C) no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no notice of objection of the 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 any 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; (D) any Prospectus Supplement and each Issuer Free Writing Prospectus have been timely filed with the Commission under the Securities Act (in the case of an Issuer Free Writing Prospectus, to the extent required by Rule 433), and all requests for additional information on the part of the Commission have been complied with or otherwise satisfied; and (E) since the date of the 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, there shall not have occurred any material and adverse change, or any development involving a prospective material and adverse change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole.

Officers’ Certificate for the Company. The Agents Prior to the delivery of the first instruction to the Agent with respect to the sale of Shares under this ATM Equity OfferingSM Sales Agreement, there shall not have been, since the date of the latest audited financial statements included in the Registration Statement, the General Disclosure Package and the Forward Purchasers 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, and the Agent shall have received a certificate of the Chief Executive Officer of the Company and the Chief Financial Officer signed by an executive officer of the Company, dated such date, in form and substance reasonably satisfactory to the Representatives, to the effect that: that (A) there has been no such Material Adverse Change, (B) the representations and warranties of the Company contained in this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; , (BC) the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before such date; date and (CD) no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Securities 1933 Act, no notice of objection of the 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 any 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; (D) any Prospectus Supplement threatened by the Commission. The officer signing and each Issuer Free Writing Prospectus have been timely filed with the Commission under the Securities Act (in the case of an Issuer Free Writing Prospectus, delivering such certificate may rely upon his or her knowledge as to the extent required by Rule 433), and all requests for additional information on the part of the Commission have been complied with or otherwise satisfied; and (E) since the date of the 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, there shall not have occurred any material and adverse change, or any development involving a prospective material and adverse change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a wholeproceedings threatened.

Officers’ Certificate for the Company. The Agents On the date of this ATM Equity Offering SM Sales Agreement, there shall not have been, since the date of the latest audited financial statements included in the Registration Statement, the General Disclosure Package and the Forward Purchasers Prospectus or since the respective dates as of which information is given in the Registration Statement, the General Disclosure Package and the Prospectus, any event or development in respect of the business or financial condition of the Company and its Subsidiaries that is, individually or in the aggregate, reasonably likely to have a Material Adverse Effect, and the Agents shall have received a certificate of the Chief Executive Officer or President of the Company and of the Chief Financial Officer or Chief Accounting Officer of the Company, dated such date, in form and substance reasonably satisfactory to the Representatives, to the effect that: that (A) there has been no such event or development, (B) the representations and warranties of the Company contained in this Agreement are true and correct with the same force and effect as though expressly made on and as of such date; , (BC) the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before prior to such date; date and (CD) no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no notice of objection of the 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 any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted or are pending or, to their knowledgethe knowledge of the Company, contemplated; (D) any Prospectus Supplement and each Issuer Free Writing Prospectus have been timely filed with the Commission under the Securities Act (in the case of an Issuer Free Writing Prospectus, to the extent required by Rule 433), and all requests for additional information on the part of the Commission have been complied with or otherwise satisfied; and (E) since the date of the 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, there shall not have occurred any material and adverse change, or any development involving a prospective material and adverse change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company and its subsidiaries, taken as a whole.

Officers’ Certificate for the Company. The Agents On the date of this Agreement, the Agents, the Forward Purchasers and the Forward Purchasers Sellers shall have received a certificate of signed by the Chief Executive Officer of President, a Vice President, the Company and the Chief Financial Officer Treasurer or an Assistant Treasurer of the Company, dated such date, in form and substance reasonably satisfactory to the Representatives, to the effect that: that (Ai) the representations and warranties of the Company contained in this Agreement are true and correct as of such date; (B) the Company there has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before such date; (C) no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Securities Actnot been, no notice of objection of the 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 any 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; (D) any Prospectus Supplement and each Issuer Free Writing Prospectus have been timely filed with the Commission under the Securities Act (in the case of an Issuer Free Writing Prospectus, to the extent required by Rule 433), and all requests for additional information on the part of the Commission have been complied with or otherwise satisfied; and (E) since the date of the 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, there shall not have occurred any a material and adverse change, or any development involving a prospective material and adverse change, in or affecting the conditiongeneral affairs, management, financial position, shareholders’ equity or otherwise, or in the earnings, business or consolidated results of operations of the Company and its subsidiaries, taken as a whole, (ii) the representations and warranties of the Company in this Agreement that are qualified by materiality are true and correct in all respects and the representations and warranties of the Company in this Agreement that are not qualified by materiality are true and correct in all material respects, in each case, with the same force and effect as though expressly made on and as of such date, (iii) the Company has complied with all agreements and satisfied all conditions in the Agreement on its part to be performed or satisfied on or prior to such date and (iv) no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, no notice of objection of the 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 any amendment or supplement thereto has been issued and no proceedings for any of those purposes have been instituted, to his or her knowledge, is contemplated by the Commission.

Officers’ Certificate for the Company. The Agents and On the Forward Purchasers date of this ATM Equity OfferingSM Sales Agreement, there shall not have received a certificate of the Chief Executive Officer of the Company and the Chief Financial Officer of the Companybeen, dated such date, in form and substance reasonably satisfactory to the Representatives, to the effect that: (A) the representations and warranties of the Company contained in this Agreement are true and correct as of such date; (B) the Company has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before such date; (C) no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the Securities Act, no notice of objection of the 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 any 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; (D) any Prospectus Supplement and each Issuer Free Writing Prospectus have been timely filed with the Commission under the Securities Act (in the case of an Issuer Free Writing Prospectus, to the extent required by Rule 433), and all requests for additional information on the part of the Commission have been complied with or otherwise satisfied; and (E) since the date of the 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, there shall not have occurred any material and adverse change, change in or any development involving affecting the Properties taken as a prospective material and adverse change, whole or in the condition, financial or otherwise, or in the earnings, business affairs, management or operations business prospects of the Transaction Entities and their respective subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, and the Agents shall have received a certificate of an executive officer of the Company and of the Principal Financial Officer or Chief Accounting Officer of the Company, dated such date, to the effect that (A) there has been no such material adverse change, (B) the representations and warranties of the Transaction Entities in this Agreement are true and correct with the same force and effect as though expressly made on and as of such date, (C) in connection with this ATM Equity OfferingSM Sales Agreement, the Transaction Entities have complied with all agreements and satisfied all conditions on its subsidiariespart to be performed or satisfied on or prior to such date and (iv) no stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto has been issued under the 1933 Act, taken as a wholeno notice of objection of the 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 Transaction Entities, no order preventing or suspending the use of any preliminary prospectus or the Prospectus or any 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.