Common use of Representations and Warranties of the Company and the Operating Company Clause in Contracts

Representations and Warranties of the Company and the Operating Company. Each of the Company and the Operating Company, jointly and severally, represents and warrants to and agrees with each Sales Agent, each Forward Seller and each Forward Purchaser that: (a) An “automatic shelf registration statement” (the “registration statement”) as defined in Rule 405 under the Securities Act on Form S-3 (File Nos. 333-264093 and 333-264093-01) in respect of the Shares, including a form of prospectus, has been prepared and filed by the Company not earlier than three years prior to the date hereof, in conformity with the requirements under the Securities Act. The registration statement contains certain information concerning the offer and sale of the Common Stock, including the Shares, and contains additional information concerning the Company and its business; the Commission has not issued an order preventing or suspending the use of any Basic Prospectus, the Prospectus Supplement, the Prospectus or any Permitted Free Writing Prospectus, or the effectiveness of the Registration Statement, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been instituted or, to the Company’s and the Operating Company’s knowledge, threatened by the Commission. Except where the context otherwise requires, “Registration Statement,” as used herein, means the registration statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Securities Act, as such section applies to the Sales Agents and the Forward Sellers, as well as any new registration statement, post-effective amendment or new automatic shelf registration statement as may have been filed pursuant to Sections 4(g) and (h), including (1) all documents filed as a part thereof or incorporated or deemed to be incorporated by reference therein, (2) any information contained or incorporated by reference in a prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act, to the extent such information is deemed, pursuant to Rule 430B or Rule 430C under the Securities Act, to be part of the registration statement at the time of such registration statement’s effectiveness for purposes of Section 11 of the Securities Act, as such section applies to the Sales Agents and the Forward Sellers, (3) any registration statement filed to register the offer and sale of Shares pursuant to Rule 462(b) under the Securities Act and (4) the post-effective amendment no. 1 thereto filed on May 3, 2023. Except where the context otherwise requires, “Basic Prospectus,” as used herein, means the prospectus filed as part of each Registration Statement, together with any amendments or supplements thereto as of the date of this Agreement, as well as any new prospectus as may be filed by the Company as part of a new registration statement filed pursuant to Section 4(g) or (h). Except where the context otherwise requires, “Prospectus Supplement,” as used herein, means the final prospectus supplement, relating to the Shares, filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act on or before the second business day after the date of this Agreement (or such earlier time as may be required under the Securities Act), in the form furnished by the Company to the Sales Agents and the Forward Sellers in connection with the offering of the Shares, as well as any new prospectus supplement or amendment thereto as may have been filed by the Company to supplement a new registration statement filed pursuant to Sections 4(g) or (h), in the form furnished by the Company to the Sales Agents and the Forward Sellers in connection with the offering of the Shares (as provided in Section 4(d)), and such other prospectus supplements or amendments thereto relating to the Shares as may have been filed with the Commission by the Company with the consent of such Sales Agents and such Forward Sellers. Except where the context otherwise requires, “Prospectus,” as used herein, means the Prospectus Supplement together with the Basic Prospectus attached to or used with the Prospectus Supplement. “Permitted Free Writing Prospectus,” as used herein, means the documents listed on Schedule A attached

Representations and Warranties of the Company and the Operating Company. Each of the Company and the Operating Company, jointly and severally, represents and warrants to and agrees with each Sales Agent, each Forward Seller and each Forward Purchaser that: (a) An “automatic shelf registration statement” (the “registration statement”) as defined in Rule 405 under the Securities Act on Form S-3 (File Nos. 333-264093 and 333-264093-01) in respect of the Shares, including a form of prospectus, has been prepared and filed by the Company not earlier than three years prior to the date hereof, in conformity with the requirements under the Securities Act. The registration statement contains certain information concerning the offer and sale of the Common Stock, including the Shares, and contains additional information concerning the Company and its business; the Commission has not issued an order preventing or suspending the use of any Basic Prospectus, the Prospectus Supplement, the Prospectus or any Permitted Free Writing Prospectus, or the effectiveness of the Registration Statement, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been instituted or, to the Company’s and the Operating Company’s knowledge, threatened by the Commission. Except where the context otherwise requires, “Registration Statement,” as used herein, means the registration statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Securities Act, as such section applies to the Sales Agents and the Forward Sellers, as well as any new registration statement, post-effective amendment or new automatic shelf registration statement as may have been filed pursuant to Sections 4(g) and (h), including (1) all documents filed as a part thereof or incorporated or deemed to be incorporated by reference therein, (2) any information contained or incorporated by reference in a prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act, to the extent such information is deemed, pursuant to Rule 430B or Rule 430C under the Securities Act, to be part of the registration statement at the time of such registration statement’s effectiveness for purposes of Section 11 of the Securities Act, as such section applies to the Sales Agents and the Forward Sellers, (3) any registration statement filed to register the offer and sale of Shares pursuant to Rule 462(b) under the Securities Act and (4) the post-effective amendment no. 1 thereto filed on May 3, 2023. Except where the context otherwise requires, “Basic Prospectus,” as used herein, means the prospectus filed as part of each Registration Statement, together with any amendments or supplements thereto as of the date of this Agreement, as well as any new prospectus as may be filed by the Company as part of a new registration statement filed pursuant to Section 4(g) or (h). Except where the context otherwise requires, “Prospectus Supplement,” as used herein, means the final prospectus supplement, relating to the Shares, filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act on or before the second business day after the date of this Agreement (or such earlier time as may be required under the Securities Act), in the form furnished by the Company to the Sales Agents and the Forward Sellers in connection with the offering of the Shares, as well as any new prospectus supplement or amendment thereto as may have been filed by the Company to supplement a new registration statement filed pursuant to Sections 4(g) or (h), in the form furnished by the Company to the Sales Agents and the Forward Sellers in connection with the offering of the Shares (as provided in Section 4(d)), and such other prospectus supplements or amendments thereto relating to the Shares as may have been filed with the Commission by the Company with the consent of such Sales Agents and such Forward Sellers. Except where the context otherwise requires, “Prospectus,” as used herein, means the Prospectus Supplement together with the Basic Prospectus attached to or used with the Prospectus Supplement. “Permitted Free Writing Prospectus,” as used herein, means the documents listed on Schedule A attachedattached hereto. Any reference herein to the registration statement, the Registration Statement, the Basic Prospectus, the Prospectus Supplement, the Prospectus or any Permitted Free Writing Prospectus shall be deemed to refer to and include the documents, if any, incorporated by reference, or deemed to be incorporated by reference, therein (the “Incorporated Documents”), including, unless the context otherwise requires, the documents, if any, filed as exhibits to such Incorporated Documents. Any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Basic Prospectus, the Prospectus Supplement, the Prospectus or any Permitted Free Writing Prospectus shall be deemed to refer to and include the filing of any document under the Exchange Act on or after the initial effective date of the Registration Statement, or the date of such Basic Prospectus, the Prospectus Supplement, the Prospectus or such Permitted Free Writing Prospectus, as the case may be, and deemed to be incorporated therein by reference.

Representations and Warranties of the Company and the Operating Company. Each of the Company and the Operating Company, jointly and severally, represents and warrants to and agrees with each Sales Agent, each Forward Seller and each Forward Purchaser that: (a) An “automatic shelf registration statement” (the “registration statement”) as defined in Rule 405 under the Securities Act on Form S-3 (File Nos. 333-264093 and 333-264093-01) in respect of the Shares, including a form of prospectus, has been prepared and filed by the Company not earlier than three years prior to the date hereof, in conformity with the requirements under the Securities Act. The registration statement contains certain information concerning the offer and sale of the Common Stock, including the Shares, and contains additional information concerning the Company and its business; the Commission has not issued an order preventing or suspending the use of any Basic Prospectus, the Prospectus Supplement, the Prospectus or any Permitted Free Writing Prospectus, or the effectiveness of the Registration Statement, and no proceeding for that purpose or pursuant to Section 8A of the Securities Act has been instituted or, to the Company’s and the Operating Company’s knowledge, threatened by the Commission. Except where the context otherwise requires, “Registration Statement,” as used herein, means the registration statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Securities Act, as such section applies to the Sales Agents and the Forward Sellers, as well as any new registration statement, post-effective amendment or new automatic shelf registration statement as may have been filed pursuant to Sections 4(g) and (h), including (1) all documents filed as a part thereof or incorporated or deemed to be incorporated by reference therein, (2) any information contained or incorporated by reference in a prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act, to the extent such information is deemed, pursuant to Rule 430B or Rule 430C under the Securities Act, to be part of the registration statement at the time of such registration statement’s effectiveness for purposes of Section 11 of the Securities Act, as such section applies to the Sales Agents and the Forward Sellers, (3) any registration statement filed to register the offer and sale of Shares pursuant to Rule 462(b) under the Securities Act and (4) the post-effective amendment no. 1 thereto filed on May 3, 2023. Except where the context otherwise requires, “Basic Prospectus,” as used herein, means the prospectus filed as part of each Registration Statement, together with any amendments or supplements thereto as of the date of this Agreement, as well as any new prospectus as may be filed by the Company as part of a new registration statement filed pursuant to Section 4(g) or (h). Except where the context otherwise requires, “Prospectus Supplement,” as used herein, means the final prospectus supplement, relating to the Shares, filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act on or before the second business day after the date of this Agreement (or such earlier time as may be required under the Securities Act), in the form furnished by the Company to the Sales Agents and the Forward Sellers in connection with the offering of the Shares, as well as any new prospectus supplement or amendment thereto as may have been filed by the Company to supplement a new registration statement filed pursuant to Sections 4(g) or (h), in the form furnished by the Company to the Sales Agents and the Forward Sellers in connection with the offering of the Shares (as provided in Section 4(d)), and such other prospectus supplements or amendments thereto relating to the Shares as may have been filed with the Commission by the Company with the consent of such Sales Agents and such Forward Sellers. Except where the context otherwise requires, “Prospectus,” as used herein, means the Prospectus Supplement together with the Basic Prospectus attached to or used with the Prospectus Supplement. “Permitted Free Writing Prospectus,” as used herein, means the documents listed on Schedule A attachedfiled

Representations and Warranties of the Company and the Operating Company. Each of the Company and the Operating Company, Company jointly and severally, severally represents and warrants to and agrees with each Sales Agent, each Forward Seller and each Forward Purchaser thatof the Underwriters as follows: (a) An “automatic shelf registration statement” The Company has filed with the Securities and Exchange Commission (the “registration statementCommission”) as defined in Rule 405 under the Securities Act a registration statement on Form S-3 S-1 (File NosNo. 333-264093 and 333-264093-01) in respect of the Shares258350), including a form of preliminary prospectus, has been prepared and filed by the Company not earlier than three years prior relating to the date hereof, in conformity with securities (the requirements under the Securities Act. The registration statement contains certain information concerning the offer and sale of the Common Stock“Shelf Securities”), including the Shares, and contains additional information concerning the Company and its business; the Commission has not to be issued an order preventing or suspending the use of any Basic Prospectus, the Prospectus Supplement, the Prospectus or any Permitted Free Writing Prospectus, or the effectiveness of the Registration Statement, and no proceeding for that purpose or pursuant from time to Section 8A of the Securities Act has been instituted or, to time by the Company’s and the Operating Company’s knowledge, threatened by the Commission. Except where the context otherwise requires, “Registration Statement,” as used herein, means the registration statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Securities Act, as such section applies to the Sales Agents and the Forward Sellers, as well as any new registration statement, post-effective amendment or new automatic shelf The registration statement as may have been filed pursuant amended to Sections 4(g) and (h)the date of this Agreement, including the information (1if any) all documents filed as a part thereof or incorporated or deemed to be incorporated by reference therein, (2) any information contained or incorporated by reference in a prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act, to the extent such information is deemed, pursuant to Rule 430B or Rule 430C under the Securities Act, to be part of the registration statement at the time of such registration statement’s effectiveness for purposes of Section 11 of the Securities Act, as such section applies to the Sales Agents and the Forward Sellers, (3) any registration statement filed to register the offer and sale of Shares pursuant to Rule 462(b) 430A or Rule 430B under the Securities Act of 1933, as amended (the “Act”) is hereinafter referred to as the “Registration Statement”, and the related prospectus covering the Shelf Securities dated April 20, 2022 in the form first used to confirm sales of the Shares (4or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the Act) is hereinafter referred to as the post-effective amendment no“Basic Prospectus.” The Basic Prospectus, as supplemented by the prospectus supplement specifically relating to the Shares in the form first used to confirm sales of the Shares (or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the Act) is hereinafter referred to as the “Prospectus,” and the term “Preliminary Prospectus” means any preliminary form of the Prospectus. 1 thereto filed on May 3For purposes of this Agreement, 2023“free writing prospectus” has the meaning set forth in Rule 405 under the Act, “General Disclosure Package” means the documents and pricing information set forth opposite the caption “General Disclosure Package” in Schedule IV hereto, and “broadly available road show” means a “bona fide electronic road show” as defined in Rule 433(h)(5) under the Act that has been made available without restriction to any person. Except where As used herein, the context otherwise requires, terms “Registration Statement,” “Basic Prospectus,” as used herein“preliminary prospectus,” “General Disclosure Package” and “Prospectus” shall include the documents, means the prospectus filed as part of each Registration Statementif any, together with any amendments or supplements thereto incorporated by reference therein as of the date of this Agreement, as well as any new prospectus as may be filed by the Company as part of a new registration statement filed pursuant to Section 4(g) or (h)hereof. Except where the context otherwise requires, The terms “Prospectus Supplementsupplement,” “amendment,” and “amend” as used herein, means the final prospectus supplement, relating herein with respect to the SharesRegistration Statement, the Basic Prospectus, the General Disclosure Package, any preliminary prospectus or the Prospectus shall include all documents subsequently filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Exchange Act on or before of 1934, as amended (the second business day after the date of this Agreement (or such earlier time as may be required under the Securities “Exchange Act”), in the form furnished that are deemed to be incorporated by the Company to the Sales Agents and the Forward Sellers in connection with the offering of the Shares, as well as any new prospectus supplement or amendment thereto as may have been filed by the Company to supplement a new registration statement filed pursuant to Sections 4(g) or (h), in the form furnished by the Company to the Sales Agents and the Forward Sellers in connection with the offering of the Shares (as provided in Section 4(d)), and such other prospectus supplements or amendments thereto relating to the Shares as may have been filed with the Commission by the Company with the consent of such Sales Agents and such Forward Sellers. Except where the context otherwise requires, “Prospectus,” as used herein, means the Prospectus Supplement together with the Basic Prospectus attached to or used with the Prospectus Supplement. “Permitted Free Writing Prospectus,” as used herein, means the documents listed on Schedule A attachedreference therein.