Common use of Issuer Free Writing Prospectus Clause in Contracts

Issuer Free Writing Prospectus. Other than the Prospectus, the Depositor (including its agents and representatives other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not make, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Certificates other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Time of Sale Information and (iii) each other written communication approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”). Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been filed in accordance with Section 8 (to the extent required thereby) and did not at the Time of Sale, and at the Closing Date will not, contain any untrue statements of a material fact or (when read in conjunction with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor makes no representation and warranty with respect to (i) any Underwriters’ Information in any Issuer Free Writing Prospectus, (ii) any Sellers’ Information in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, or (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectus.

Issuer Free Writing Prospectus. Other than the Prospectus, the Depositor The Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not makeprepare, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Certificates Securities (each such communication by the Company or its agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Schedule 3 to the Underwriting Agreement as constituting the Time of Sale Information and (iiiv) each any electronic road show or other written communication communications approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)Representative. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with Section 8 the Securities Act (to the extent if required thereby) and and, when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, or filed prior to the first use of such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at the Closing Date will not, contain any untrue statements statement of a material fact or (when read in conjunction with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, or (vii) any Senior Trust Advisor’s Information writing by such Underwriter through the Representative expressly for use in any Issuer Free Writing Prospectus.

Issuer Free Writing Prospectus. Other than the Prospectus, the Depositor The Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Certificates Securities (each such communication by the Company or its agents and representatives (other than a communication referred to in clauses (i) (ii) and (iii) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Annex B hereto as constituting the Time of Sale Information and (iiiv) each any electronic road show or other written communication communications, in each case approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)Representatives. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at the Closing Date will not, contain any untrue statements statement of a material fact or (when read in conjunction with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, or (vii) any Senior Trust Advisor’s Information writing by such Underwriter through the Representatives expressly for use in any Issuer Free Writing Prospectus.

Issuer Free Writing Prospectus. Other than the Prospectus, the Depositor The Operating Partnership (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Certificates Securities (each such communication by the Operating Partnership or its agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Time of Sale Prospectus, (iii) the Prospectus, (iv) the documents listed on Annex A hereto as constituting part of the Time of Sale Information and (iiiv) each any electronic road show or other written communication communications, in each case approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)Representatives. Each such Issuer Free Writing Prospectus complied complies in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Time of Sale Prospectus, did not at the Time of Sale, and at the Closing Date will not, contain any untrue statements statement of a material fact or (when read in conjunction with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Operating Partnership makes no representation and or warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) any Sellers’ Information Prospectus in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information reliance upon and in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, or (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectusconformity with the Underwriter Information.

Issuer Free Writing Prospectus. Other than the Prospectus, the Depositor The Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Certificates Securities (each such communication by the Company or its agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Annex A hereto as constituting part of the Time of Sale Information and (iiiv) each any electronic road show or other written communication communications, in each case approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)Representatives. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at the Closing Date will not, contain any untrue statements statement of a material fact or (when read in conjunction with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, or (vii) any Senior Trust Advisor’s Information writing by such Underwriter through the Representatives expressly for use in any Issuer Free Writing Prospectus.

Issuer Free Writing Prospectus. Other than the Prospectus, the Depositor The Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Certificates Securities (each such communication by the Company or its agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Annex A hereto which constitute part of the Time of Sale Information and (iiiv) each any electronic road show or other written communication communications, in each case approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)Representatives. Each such Issuer Free Writing Prospectus complied complies in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Preliminary Prospectus filed prior to the first use of such Issuer Free Writing Prospectus, did not at the Time of Sale, and at the Closing Date will not, contain any untrue statements statement of a material fact or (when read in conjunction with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and or warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, or (vii) any Senior Trust Advisor’s Information writing by such Underwriter through the Representatives expressly for use in any Issuer Free Writing Prospectus.

Issuer Free Writing Prospectus. Other than the Prospectus, the Depositor The Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Certificates Securities (each such communication by the Company or its agents and representatives (other than a communication referred to in clauses (i) (ii) and (iii) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Annex B hereto as constituting the Time of Sale Information and (iiiv) each any electronic road show or other written communication communications, in each case approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)Representatives. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Preliminary Prospectus filed prior to the first use of such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at the Closing Date will not, contain any untrue statements statement of a material fact or (when read in conjunction with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) any Sellers’ Information Prospectus in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information reliance upon and in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information conformity with information furnished to the Company in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, or (vii) any Senior Trust Advisor’s Information writing by such Underwriter through the Representatives expressly for use in any Issuer Free Writing Prospectus.

Issuer Free Writing Prospectus. Other than the Prospectus, the Depositor The Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Certificates Securities (each such communication by the Company or its agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Annex A hereto as constituting part of the Time of Sale Information and (iiiv) each any electronic road show or other written communication communications, in each case approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)Representatives. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Preliminary Prospectus filed prior to the first use of such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at the Closing Date will not, contain any untrue statements statement of a material fact or (when read in conjunction with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, or (vii) any Senior Trust Advisor’s Information writing by such Underwriter through the Representatives expressly for use in any Issuer Free Writing Prospectus.

Issuer Free Writing Prospectus. Other than the Prospectus, the Depositor The Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Certificates Securities (each such communication by the Company or its agents and representatives (other than a communication referred to in clauses (i) (ii) and (iii) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Annex A hereto as constituting the Time of Sale Information and (iiiv) each any electronic road show or other written communication communications, in each case approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”Representatives, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)which approval shall not be unreasonably withheld. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433 under the Securities Act) filed in accordance with Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Time of Sale Information, did not at the Time of Sale, and will not at the Closing Date will notDate, contain any untrue statements statement of a material fact or (when read in conjunction with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) any Sellers’ Information Prospectus in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information reliance upon and in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, or (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectusconformity with the Underwriter Information.

Issuer Free Writing Prospectus. Other than the Prospectus, the Depositor The Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Certificates Securities (each such communication by the Company or its agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Time of Sale Information and Preliminary Prospectus, (iii) each the Prospectus, (iv) the documents listed on Schedule 3 hereto and (v) any electronic road show or other written communication communications, in each case approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)Representatives. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, or filed prior to the first use of such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at the Closing Date will not, contain any untrue statements statement of a material fact or (when read in conjunction with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in each such Issuer Free Writing Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in any Issuer Free Writing ProspectusProspectus which information, (iiif any, is identified in Section 7(b) any Sellers’ Information in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, or (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectushereto.

Issuer Free Writing Prospectus. Other than the Prospectus, the Depositor (including its agents and representatives other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not make, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Certificates other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Time of Sale Information and (iii) each other written communication approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”, ,” as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”). Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been filed in accordance with Section 8 (to the extent required thereby) and did not at the Time of Sale, and at the Closing Date will not, contain any untrue statements of a material fact or (when read in conjunction with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor makes no representation and warranty with respect to (i) any Underwriters’ Information in any Issuer Free Writing Prospectus, (ii) any Sellers’ Information in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate AdministratorTrustee’s Information in any Issuer Free Writing Prospectus, (vi) any TrusteeCertificate Administrator’s Information in any Issuer Free Writing Prospectus, Prospectus or (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectus.

Issuer Free Writing Prospectus. Other than the Prospectus, the Depositor The Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) communication that constitutes an offer to sell or solicitation of an offer to buy the Offered Certificates Securities (each such communication by the Company or its agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below), an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Preliminary Prospectus, (iii) the Final Prospectus, (iv) the documents listed on Annex A hereto, including the pricing term sheets substantially in the form of Annex B hereto, which constitute part of the Time of Sale Information Information, and (iiiv) each any electronic road show or other written communication communications relating to the offering of Securities contemplated hereby, in each case approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)Representatives. Each such Issuer Free Writing Prospectus complied complies in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with Section 8 the Securities Act (to the extent required thereby) and did not and, when taken together with the Time of Sale Information at the Time of Sale, did not, and at the Closing Date will not, contain any untrue statements statement of a material fact or (when read in conjunction with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and or warranty with respect to (i) any Underwriters’ Information statements or omissions made in each such Issuer Free Writing Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in any Issuer Free Writing Prospectus, (iiit being understood and agreed that the only such information is that described as such in Section 7(b) any Sellers’ Information in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, or (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectushereof.

Issuer Free Writing Prospectus. Other than the Prospectus, the Depositor The Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Certificates Securities (each such communication by the Company or its agents and representatives (other than a communication referred to in clauses (i) (ii) and (iii) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Time of Sale Information and Preliminary Prospectus, (iii) each the Prospectus, (iv) the documents listed on Annex B hereto and (v) any electronic road show or other written communication communications, in each case approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)Representatives. Each such Issuer Free Writing Prospectus complied in all material respects with the requirements of the Securities Act, has been or will be (within the time period specified in Rule 433 under the Securities Act) filed in accordance with Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Preliminary Prospectus, such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at the Closing Date will not, contain any untrue statements statement of a material fact or (when read in conjunction with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) any Sellers’ Information Prospectus in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information reliance upon and in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, or (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectusconformity with Underwriter Information.

Issuer Free Writing Prospectus. Other than the Prospectus, the Depositor The Company (including its agents and representatives representatives, other than the Underwriters in and their capacity as suchagents and representatives) has not made, used, prepared, authorized, approved or referred to distributed and will not make, use, prepare, authorize, approve or refer to distribute any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Certificates Securities (each such communication by the Company or its agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below), an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) or (b) of the Securities Act or Rule 134 under the Securities Act, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Annex A hereto as constituting Time of Sale Information and (iiiv) each any electronic road show or other written communication communications, in each case approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)Representatives. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with Section 8 the Securities Act (to the extent required thereby) and did not at and, when taken together with the Time of SaleSale Information, and at the Closing Date will not, such Issuer Free Writing Prospectus did not contain any untrue statements statement of a material fact or (when read in conjunction with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and or warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus in reliance upon and in conformity with information furnished to the Company in writing by any Sellers’ Information in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, or (vii) any Senior Trust Advisor’s Information Underwriter through the Representatives expressly for use in any Issuer Free Writing Prospectus.

Issuer Free Writing Prospectus. Other than the Prospectus, the Depositor The Company (including its agents and representatives representatives, other than the Underwriters in and their capacity as suchagents and representatives) has not made, used, prepared, authorized, approved or referred to distributed and will not make, use, prepare, authorize, approve or refer to distribute any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Certificates Securities (each such communication by the Company or its agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below), an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) or (b) of the Securities Act or Rule 134 under the Securities Act, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Annex A hereto as constituting Time of Sale Information and (iiiv) each any electronic road show or other written communication communications, in each case approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)Representative. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with Section 8 the Securities Act (to the extent required thereby) and did not at and, when taken together with the Time of SaleSale Information, and at the Closing Date will not, such Issuer Free Writing Prospectus did not contain any untrue statements statement of a material fact or (when read in conjunction with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and or warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus in reliance upon and in conformity with information furnished to the Company in writing by any Sellers’ Information in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, or (vii) any Senior Trust Advisor’s Information Underwriter through the Representative expressly for use in any Issuer Free Writing Prospectus.

Issuer Free Writing Prospectus. Other than the Prospectus, the Depositor The Bank (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not make, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Certificates Securities (each such communication by the Bank or its agents and representatives (other than a communication referred to in clause (A), (B) or (C) below) an “Issuer Free Writing Prospectus”) other than (iA) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (iiB) the Preliminary Prospectus, (C) the Prospectus, (D) the documents listed on Annex A hereto as constituting the Time of Sale Information and (iiiE) each any electronic road show or other written communication communications, in each case approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)Representatives. Each such Issuer Free Writing Prospectus complied in all material respects with the requirements of the Securities ActAct on the date of first use, has been or will be (within the time period specified in Rule 433) filed in accordance with Section 8 the Securities Act (to the extent required thereby) and, when taken together with the Preliminary Prospectus and each other Free Writing Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not at on the Time date of Salefirst use, and at on the Closing Date Date, except to the extent amended or superseded by a subsequent Free Writing Prospectus will not, contain any untrue statements statement of a material fact or (when read in conjunction with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Bank makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Bank in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, or (vii) any Senior Trust Advisor’s Information writing by such Underwriter through the Representatives expressly for use in any Issuer Free Writing Prospectus.

Issuer Free Writing Prospectus. Other than the Preliminary Prospectus and the Prospectus, the Depositor Company (including its agents and representatives other than the Underwriters in their capacity as suchrepresentatives) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Certificates Shares (each such communication by the Company or its agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, Act or (ii) the Time of Sale Information documents listed on Annex C hereto and (iii) each other written communication communications approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)Representatives. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been filed in accordance with Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statements statement of a material fact or (when read in conjunction with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, or (vii) any Senior Trust Advisor’s Information writing by such Underwriter through the Representatives expressly for use in any Issuer Free Writing Prospectus.

Issuer Free Writing Prospectus. Other than the Prospectus, the Depositor The Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Certificates Securities (each such communication by the Company or its agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Annex B hereto as constituting the Time of Sale Information and (iiiv) each any electronic road show or other written communication communications, in each case approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)Representative. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at the Closing Date will not, contain any untrue statements statement of a material fact or (when read in conjunction with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor makes Company and the Guarantors make no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, or (vii) any Senior Trust Advisor’s Information writing by such Underwriter through the Representative expressly for use in any Issuer Free Writing Prospectus.

Issuer Free Writing Prospectus. Other than Neither the Prospectus, the Depositor Company nor any of its subsidiaries (including its any of their respective agents and representatives representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Certificates Securities (each such communication by the Company, any of its subsidiaries or any of their respective agents or representatives (other than a communication referred to in clauses (i), (ii) and (iii) below), an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Annex A hereto as constituting part of the Time of Sale Information and (iiiv) each any electronic road show or other written communication communications, in each case approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)Representative. Each such Issuer Free Writing Prospectus complied complies in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with Section 8 the Securities Act (to the extent required thereby) and did not at and, when taken together with the Time of SaleSale Information, did not, and at the Closing Date will not, contain any untrue statements statement of a material fact or (when read in conjunction with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and or warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) any Sellers’ Information Prospectus in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information reliance upon and in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, or (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectusconformity with the Underwriter Information.

Issuer Free Writing Prospectus. Other than the Prospectus, the Depositor The Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Certificates Securities (each such communication by the Company or its agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Annex C hereto as constituting the Time of Sale Information and (iiiv) each any electronic road show or other written communication communications, in each case approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)Representative. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433 under the Securities Act) filed in accordance with Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Preliminary Prospectus filed prior to the first use of such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at the Closing Date will not, contain any untrue statements statement of a material fact or (when read in conjunction with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, or (vii) any Senior Trust Advisor’s Information writing by such Underwriter through the Representative expressly for use in any Issuer Free Writing Prospectus.

Issuer Free Writing Prospectus. Other than the Prospectus, the Depositor The Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Certificates Securities (each such communication by the Company or its agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Schedule III to the Terms Agreement as constituting the Time of Sale Information and (iiiv) each any electronic road show or other written communication communications, in each case approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)Representative. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with Section 8 the Act (to the extent required thereby) and and, when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, or filed prior to the first use of such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at the Closing Delivery Date will not, contain any untrue statements statement of a material fact or (when read in conjunction with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and or warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, or (vii) any Senior Trust Advisor’s Information writing by such Underwriter through the Representative expressly for use in any Issuer Free Writing Prospectus.

Issuer Free Writing Prospectus. Other than the Prospectus, the Depositor The Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, authorized or approved or referred to and will not make, use, prepare, authorize, authorize or approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Certificates Securities (each such communication by the Company or its agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Schedule 3 to the Underwriting Agreement as constituting the Time of Sale Information and (iiiv) each any electronic road show or other written communication communications, in each case approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)Representative. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, or filed prior to the first use of such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at the Closing Date will not, contain any untrue statements statement of a material fact or (when read in conjunction with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, or (vii) any Senior Trust Advisor’s Information writing by such Underwriter through the Representative expressly for use in any Issuer Free Writing Prospectus.

Issuer Free Writing Prospectus. Other than the Prospectus, the Depositor The Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Certificates Securities (each such communication by the Company or its agents and representatives (other than a communication referred to in clauses (i) (ii) and (iii) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Annex B hereto as constituting the Time of Sale Information and (iiiv) each any electronic road show or other written communication communications, in each case approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)Representatives. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433 under the Securities Act) filed in accordance with Section 8 the Securities Act (to the extent required thereby) and, when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, or filed prior to the first use of such Issuer Free Writing Prospectus, did not, and did not at the Time of SaleDelivery, and at the Closing Date will not, contain any untrue statements statement of a material fact or (when read in conjunction with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, or (vii) any Senior Trust Advisor’s Information writing by such Underwriter through the Representatives expressly for use in any Issuer Free Writing Prospectus.

Issuer Free Writing Prospectus. Other than the Prospectus, the Depositor The Operating Partnership (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Certificates Securities (each such communication by the Operating Partnership or its agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Time of Sale Prospectus, (iii) the Prospectus, (iv) the documents listed on Annex A hereto as constituting part of the Time of Sale Information and (iiiv) each any electronic road show or other written communication communications, in each case approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)Representatives. Each such Issuer Free Writing Prospectus complied complies in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Time of Sale Prospectus, did not at the Time of Sale, and at the Closing Date will not, contain any untrue statements statement of a material fact or (when read in conjunction with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Operating Partnership makes no representation and or warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Operating Partnership in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, or (vii) any Senior Trust Advisor’s Information writing by such Underwriter through the Representatives expressly for use in any Issuer Free Writing Prospectus.

Issuer Free Writing Prospectus. Other than the Prospectus, the Depositor (including its agents and representatives other than the Underwriters in their capacity as such) The Company represents that it has not mademade and agrees that, usedunless it obtains the prior written consent of the Representatives, prepared, authorized, approved or referred to and it will not make, use, prepare, authorize, approve any offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or refer to any that would otherwise constitute a “written communicationfree writing prospectus” (as defined in under Rule 405 under the Securities Act) that constitutes an offer required to sell be filed by the Company with the Commission or solicitation of an offer to buy retained by the Offered Certificates other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Company under Rule 134 433 under the Securities Act; provided that the prior written consent of the Representatives shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included in Schedule III hereto. Any such free writing prospectus consented to by the Representatives is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (i) it has treated and will treat as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) it has complied and will comply, as the Time case may be, with the requirements under Rules 164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of Sale Information timely filing with the Commission, legending and record keeping. The Company consents to the use by any Underwriter of a free writing prospectus that (iiia) each other written communication approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting is not an “issuer free writing prospectus”, ” as defined in under Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”). Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been filed in accordance with Section 8 (to the extent required thereby) and did not at the Time of Sale433, and at the Closing Date will not, contain any untrue statements of a material fact or (when read in conjunction with the other Time of Sale Informationb) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor makes no representation and warranty with respect to contains only (i) any Underwriters’ Information in any Issuer Free Writing Prospectusinformation describing the preliminary terms of the Shares or their offering, (ii) any Sellers’ Information in any Issuer Free Writing Prospectusinformation permitted by Rule 134 under the Securities Act [, or (iii) any Master Servicer’s Information information that describes the final terms of the Shares or their offering and that is included in any Issuer Free Writing Prospectus, (ivthe Final Term Sheet of the Company contemplated in Section 3(g) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, or (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectusabove].

Issuer Free Writing Prospectus. Other than the Prospectus, the Depositor The Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not makeprepare, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Certificates Securities (each such communication by the Company or its agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Schedule 2 to the Underwriting Agreement as constituting the Time of Sale Information and (iiiv) each any electronic road show or other written communication communications approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)Representatives. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with Section 8 the Securities Act (to the extent if required thereby) and and, when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, or filed prior to the first use of such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at the Closing Date will not, contain any untrue statements statement of a material fact or (when read in conjunction with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, or (vii) any Senior Trust Advisor’s Information writing by such Underwriter through the Representatives expressly for use in any Issuer Free Writing Prospectus.

Issuer Free Writing Prospectus. Other than the Prospectus, the Depositor The Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Certificates Securities (each such communication by the Company or its agents and representatives (other than a communication referred to in clauses (i) (ii) and (iii) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Annex B hereto as constituting part of the Time of Sale Information and (iiiv) each any electronic road show or other written communication communications, in each case approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)Representatives. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at the Closing Date will not, contain any untrue statements statement of a material fact or (when read in conjunction with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in each such Issuer Free Writing Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in any Issuer Free Writing Prospectus, (ii) any Sellers’ Information it being agreed and understood that the only such information so furnished consists of the information described as such in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, or (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing ProspectusSection 7(b).

Issuer Free Writing Prospectus. Other than The Operating Partnership and the Prospectus, the Depositor Company (including its their respective agents and representatives representatives, other than the Underwriters in their capacity as such) has have not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Certificates Securities (each such communication by the Operating Partnership or the Company or their respective agents and representatives (other than a communication referred to in clauses (i) (ii) and (iii) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Time of Sale Prospectus, (iii) the Prospectus, (iv) the documents listed on Annex A hereto as constituting part of the Time of Sale Information and (iiiv) each any electronic road show or other written communication communications, in each case approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)Representatives. Each such Issuer Free Writing Prospectus complied complies in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Time of Sale Prospectus, did not at the Time of Sale, and at the Closing Date will not, contain any untrue statements statement of a material fact or (when read in conjunction with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor makes Operating Partnership and the Company make no representation and or warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Operating Partnership and the Company in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, or (vii) any Senior Trust Advisor’s Information writing by such Underwriter through the Representatives expressly for use in any Issuer Free Writing Prospectus.

Issuer Free Writing Prospectus. Other than the Prospectus, the Depositor (including its agents and representatives other than the Underwriters in their capacity as such) The Company has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Certificates Securities (each such communication by the Company or their agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Time of Sale Information and Preliminary Prospectus, (iii) each the Prospectus, (iv) the documents listed on Schedule I hereto and (v) any electronic road show or other written communication communications, in each case approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)Underwriters. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with Section 8 the Act (to the extent required thereby) and and, when taken together with the Preliminary Prospectus filed prior to the first use of such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at the Closing Date will not, contain any untrue statements statement of a material fact or (when read in conjunction with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) any Sellers’ Prospectus in reliance upon and in conformity with the Underwriter Information furnished to the Company in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, or (vii) any Senior Trust Advisor’s Information writing by the Underwriter expressly for use in any Issuer Free Writing Prospectus.

Issuer Free Writing Prospectus. Other than the Prospectus, the Depositor The Company (including its agents and representatives Representatives, other than the Underwriters in their capacity as such) has not madeprepared, used, prepared, authorized, approved or referred to and will not makeprepare, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Certificates Securities (each such communication by the Company or its agents and Representatives (other than a communication referred to in clauses (i) (ii) and (iii) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Annex C hereto as constituting the Time of Sale Information and (iiiv) each any electronic road show or other written communication communications approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)Representatives. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Preliminary Prospectus filed prior to the first use of such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at the Closing Date will not, contain any untrue statements statement of a material fact or (when read in conjunction with the other Time of Sale Information) omit to state a any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in each such Issuer Free Writing Prospectus in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of an Underwriter through the Representatives expressly for use in any Issuer Free Writing Prospectus, (iiit being understood and agreed that the only such information furnished by or on behalf of an Underwriter consists of the information described as such in Section 7(b) any Sellers’ Information in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, or (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectushereof.

Issuer Free Writing Prospectus. Other than the Prospectus, the Depositor The Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not makeprepare, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Certificates Securities (each such communication by the Company or its agents and representatives (other than a communication referred to in clauses (i), (ii)and (iii) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Schedule 3 to the Underwriting Agreement as constituting the Time of Sale Information and (iiiv) each any electronic road show or other written communication communications approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)Representative. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with Section 8 the Securities Act (to the extent if required thereby) and and, when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, or filed prior to the first use of such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at the Closing Date will not, contain any untrue statements statement of a material fact or (when read in conjunction with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, or (vii) any Senior Trust Advisor’s Information writing by such Underwriter through the Representative expressly for use in any Issuer Free Writing Prospectus.

Issuer Free Writing Prospectus. Other than The Company agrees that, unless it obtains the Prospectusprior written consent of the Representative, the Depositor (including its agents and representatives other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and it will not makemake any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus,” or a portion thereof, use, prepare, authorize, approve required to be filed by the Company with the Commission or refer retained by the Company under Rule 433; provided that the Representative will be deemed to have consented to the Issuer Free Writing Prospectus listed on Schedule B-2 hereto and any “road show that is a written communication” (as defined in within the meaning of Rule 405 under the Securities Act433(d)(8)(i) that constitutes an offer to sell has been reviewed by the Representative. The Company represents that it has treated or solicitation of an offer to buy the Offered Certificates other than (i) any document not constituting a agrees that it will treat each such free writing prospectus pursuant to Section 2(a)(10)(a) of the Securities Act consented to, or Rule 134 under the Securities Actdeemed consented to, (ii) the Time of Sale Information and (iii) each other written communication approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting as an “issuer free writing prospectus”, ,” as defined in Rule 433(h) under 433, and that it has complied and will comply with the Securities Actapplicable requirements of Rule 433 with respect thereto, being referred to as including timely filing with the Commission where required, legending and record keeping. If at any time following issuance of an “Issuer Free Writing Prospectus”). Each Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus complied in all material respects conflicted or would conflict with the Securities Actinformation contained in the Registration Statement, has been filed in accordance with Section 8 (to any preliminary prospectus or the extent required thereby) and did not at the Time of Sale, and at the Closing Date will not, contain any Final Prospectus or included or would include an untrue statements statement of a material fact or (when read in conjunction with the other Time of Sale Information) omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were madeexisting at that subsequent time, not misleading; provided that , the Depositor makes no representation Company will promptly notify the Representative and warranty with respect to (i) any Underwriters’ Information in any will promptly amend or supplement, at its own expense, such Issuer Free Writing ProspectusProspectus to eliminate or correct such conflict, (ii) any Sellers’ Information in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, untrue statement or (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectusomission.

Issuer Free Writing Prospectus. Other than the Prospectus, the Depositor The Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Certificates Shares (each such communication by the Company or its agents and representatives (other than a communication referred to in clauses (i) ,(ii) and (iii), below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Time of Sale Information and Preliminary Prospectus, (iii) each the Prospectus, (iv) the documents listed on Annex A hereto as constituting part of the Pricing Disclosure Package and (v) any electronic road show or other written communication communications, in each case approved in writing in advance by the Representative Representatives (each such communication referred approval not to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”be unreasonably withheld). Each such Issuer Free Writing Prospectus described in clauses (iv) and (v) above complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433 under the Securities Act) filed in accordance with Section 8 the Securities Act (to the extent required thereby) and does not conflict with the information contained in the Registration Statement or the Pricing Disclosure Package, and, when taken together with the Preliminary Prospectus filed prior to the first use of such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statements statement of a material fact or (when read in conjunction with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in each such Issuer Free Writing Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus, (iiit being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) any Sellers’ Information in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, or (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectushereof.

Issuer Free Writing Prospectus. Other than the Prospectus, the Depositor The Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Certificates Securities (each such communication by the Company or its agents and representatives (other than a communication referred to in clauses (i) (ii) and (iii) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Annex C hereto as constituting the Time of Sale Information and (iiiv) each any electronic road show or other written communication communications, in each case approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)Representatives. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Preliminary Prospectus filed prior to the first use of such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at the Closing Date will not, contain any untrue statements statement of a material fact or (when read in conjunction with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, or (vii) any Senior Trust Advisor’s Information writing by such Underwriter through the Representatives expressly for use in any Issuer Free Writing Prospectus.

Issuer Free Writing Prospectus. Other than the Prospectus, the Depositor (including its agents and representatives other than the Underwriters in their capacity as such) The Company represents that it has not mademade and agrees that, usedunless it obtains the prior written consent of the Representative, prepared, authorized, approved or referred to and it will not make, use, prepare, authorize, approve any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or refer to any that would otherwise constitute a “written communicationfree writing prospectus” (as defined in under Rule 405 under the Securities Act) that constitutes an offer required to sell be filed by the Company with the Commission or solicitation of an offer to buy retained by the Offered Certificates other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Company under Rule 134 433 under the Securities Act; provided that the prior written consent of the Representative shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included in Schedule III hereto. Any such free writing prospectus consented to by the Representative is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (i) it has treated and will treat as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) it has complied and will comply, as the Time case may be, with the requirements under Rules 164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of Sale Information timely filing with the Commission, legending and record keeping. The Company consents to the use by any Underwriter of a free writing prospectus that (iiia) each other written communication approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting is not an “issuer free writing prospectus”, ” as defined in under Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”). Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been filed in accordance with Section 8 (to the extent required thereby) and did not at the Time of Sale433, and at the Closing Date will not, contain any untrue statements of a material fact or (when read in conjunction with the other Time of Sale Informationb) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor makes no representation and warranty with respect to contains only (i) any Underwriters’ Information in any Issuer Free Writing Prospectusinformation describing the preliminary terms of the Notes or their offering, (ii) any Sellers’ Information in any Issuer Free Writing Prospectus, information permitted by Rule 134 under the Securities Act or (iii) any Master Servicer’s Information information that describes the final terms of the Notes or their offering and that is included in any Issuer Free Writing Prospectus, (ivthe Final Term Sheet of the Company contemplated in Section 3(g) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, or (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectusabove.

Issuer Free Writing Prospectus. Other than the Prospectus, the Depositor The Company (including its agents and representatives Representatives, other than the Underwriters in their capacity as such) has not madeprepared, used, prepared, authorized, approved or referred to and will not makeprepare, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Certificates Securities (each such communication by the Company or its agents and Representatives (other than a communication referred to in clauses (i) (ii) and (iii) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Annex C hereto as constituting the Time of Sale Information and (iiiv) each any electronic road show or other written communication communications approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)Representatives. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433 under the Securities Act) filed in accordance with Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Preliminary Prospectus filed prior to the first use of such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at the Closing Date will not, contain any untrue statements statement of a material fact or (when read in conjunction with the other Time of Sale Information) omit to state a any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in each such Issuer Free Writing Prospectus in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of an Underwriter through the Representatives expressly for use in any Issuer Free Writing Prospectus, (iiit being understood and agreed that the only such information furnished by or on behalf of an Underwriter consists of the information described as such in Section 7(b) any Sellers’ Information in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, or (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectushereof.

Issuer Free Writing Prospectus. Other than the Prospectus, the Depositor The Company (including its agents and representatives representatives, other than the Underwriters Underwriter in their capacity as such) has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Certificates Securities (each such communication by the Company or its agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Annex B hereto as constituting the Time of Sale Information and (iiiv) each any electronic road show or other written communication communications, in each case approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)Representative. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with Section 8 the Securities Act (to the extent required thereby) and did not at and, when taken together with the other Time of SaleSale Information accompanying, or delivered prior to delivery of such Issuer Free Writing Prospectus, did not, and at the Closing Date will not, contain any untrue statements statement of a material fact or (when read in conjunction with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) any Sellers’ Information Prospectus in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information reliance upon and in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information conformity with information relating to the Underwriter furnished to the Company in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, or (vii) any Senior Trust Advisor’s Information writing by such Underwriter expressly for use in any Issuer Free Writing Prospectus.

Issuer Free Writing Prospectus. Other than the Registration Statement and the Prospectus, the Depositor Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Certificates Shares (each such communication by the Company or its agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, Act or (ii) the Time of Sale Information documents listed on Annex A hereto, each electronic road show and (iii) each any other written communication communications approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)Representative. Each such Issuer Free Writing Prospectus complied complies in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with Section 8 the Securities Act (to the extent required thereby) and does not conflict with the information contained in the Registration Statement or the Pricing Disclosure Package, and, when taken together with accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statements statement of a material fact or (when read in conjunction with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and or warranty with respect to (i) any Underwriters’ Information statements or omissions made in each such Issuer Free Writing Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use in such Issuer Free Writing Prospectus, (iiit being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) any Sellers’ Information in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, or (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectushereof.

Issuer Free Writing Prospectus. Other than the Prospectus, the Depositor The Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Certificates Securities (each such communication by the Company or its agents and representatives (other than a communication referred to in clauses (i) (ii) and (iii) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Annex B hereto as constituting Time of Sale Information and (iiiv) each any electronic road show or other written communication communications, in each case approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)Representative. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Preliminary Prospectus accompanying, delivered, or filed prior to the first use of such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at the Closing Date will not, contain any untrue statements statement of a material fact or (when read in conjunction with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) any Sellers’ Information Prospectus in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information reliance upon and in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, or (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectusconformity with the Underwriter Furnished Information.

Issuer Free Writing Prospectus. Other than the Prospectus, the Depositor The Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Certificates Securities (each such communication by the Company or its agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Schedule III to the Terms Agreement as constituting part of the Time of Sale Information and (iiiv) each any electronic road show or other written communication communications, in each case approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)Representative. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433 of the Act) filed in accordance with Section 8 the Act (to the extent required thereby) and when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, or filed prior to the first use of such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at the Closing Delivery Date will not, contain any untrue statements statement of a material fact or (when read in conjunction with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor makes Company and the Guarantors make no representation and or warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, or (vii) any Senior Trust Advisor’s Information writing by such Underwriter through the Representative expressly for use in any Issuer Free Writing Prospectus.

Issuer Free Writing Prospectus. Other than the Prospectus, the Depositor The Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Certificates Securities (each such communication by the Company or its agents and representatives (other than a communication referred to in clauses (i), (ii)) and (iii) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Annex A hereto as constituting part of the Time of Sale Information and (iiiv) each any electronic road show or other written communication communications, in each case approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)Representatives. Each such Issuer Free Writing Prospectus complied complies in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with Section 8 the Securities Act (to the extent required thereby) and, when taken together with (A) the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus and (B) any subsequent Issuer Free Writing Prospectus (dated on or before the Time of Sale or the Closing Date, as appropriate) amending, supplementing or updating such Issuer Free Writing Prospectus, did not at the Time of Sale, and at the Closing Date will not, contain any untrue statements statement of a material fact or (when read in conjunction with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and or warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) any Sellers’ Information Prospectus in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information reliance upon and in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, or (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectusconformity with the Underwriter Information.

Issuer Free Writing Prospectus. Other than the Prospectus, the Depositor The Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Certificates Securities (each such communication by the Company or its agents and representatives (other than a communication referred to in clauses (i) (ii) and (iii) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Annex A hereto as included the Time of Sale Information and (iiiv) each any electronic road show or other written communication communications, in each case approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)Representatives. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at the Closing Date will not, contain any untrue statements statement of a material fact or (when read in conjunction with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and or warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, or (vii) any Senior Trust Advisor’s Information writing by such Underwriter through the Representatives expressly for use in any Issuer Free Writing Prospectus.

Issuer Free Writing Prospectus. Other than Neither the Prospectus, the Depositor Company nor any of its subsidiaries (including its any of their respective agents and representatives representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Certificates Securities (each such communication by the Company, any of its subsidiaries or any of their respective agents or representatives (other than a communication referred to in clauses (i), (ii) and (iii) below), an “Issuer Free Writing Prospectus”) other than: (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, ; (ii) the Preliminary Prospectus; (iii) the Prospectus; (iv) the documents listed on Annex A hereto as constituting part of the Time of Sale Information Information; and (iiiv) each any electronic road show or other written communication communications, in each case approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)Representative. Each such Issuer Free Writing Prospectus complied complies in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with Section 8 the Securities Act (to the extent required thereby) and did not at and, when taken together with the Time of SaleSale Information, did not, and at the Closing Date will not, contain any untrue statements statement of a material fact or (when read in conjunction with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and or warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) any Sellers’ Information Prospectus in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information reliance upon and in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, or (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectusconformity with the Underwriter Information.

Issuer Free Writing Prospectus. Other than the Prospectus, the Depositor The Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Certificates Securities (each such communication by the Company or its agents and representatives (other than a communication referred to in clauses (i) (ii) and (iii) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Annex B hereto as constituting the Time of Sale Information and (iiiv) each any electronic road show or other written communication communications, in each case approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)Representative. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at the Closing Date will not, contain any untrue statements statement of a material fact or (when read in conjunction with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, or (vii) any Senior Trust Advisor’s Information writing by such Underwriter through the Representative expressly for use in any Issuer Free Writing Prospectus.

Issuer Free Writing Prospectus. Other than the Prospectus, the Depositor (including its agents and representatives other than the Underwriters in their capacity as such) The Company represents that it has not mademade and agrees that, usedunless it obtains the prior written consent of the Representatives, prepared, authorized, approved or referred to and it will not make, use, prepare, authorize, approve any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or refer to any that would otherwise constitute a “written communicationfree writing prospectus” (as defined in under Rule 405 under the Securities Act) that constitutes an offer required to sell be filed by the Company with the Commission or solicitation of an offer to buy retained by the Offered Certificates other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Company under Rule 134 433 under the Securities Act; provided that the prior written consent of the Representatives shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included in Schedule II hereto. Any such free writing prospectus consented to by the Representatives is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (i) it has treated and will treat as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) it has complied and will comply, as the Time case may be, with the requirements under Rules 164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of Sale Information timely filing with the Commission, legending and record keeping. The Company consents to the use by any Underwriter of a free writing prospectus that (iiia) each other written communication approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting is not an “issuer free writing prospectus”, ” as defined in under Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”). Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been filed in accordance with Section 8 (to the extent required thereby) and did not at the Time of Sale433, and at the Closing Date will not, contain any untrue statements of a material fact or (when read in conjunction with the other Time of Sale Informationb) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor makes no representation and warranty with respect to contains only (i) any Underwriters’ Information in any Issuer Free Writing Prospectusinformation describing the preliminary terms of the Notes or their offering, (ii) any Sellers’ Information in any Issuer Free Writing Prospectus, information permitted by Rule 134 under the Securities Act or (iii) any Master Servicer’s Information information that describes the final terms of the Notes or their offering and that is included in any Issuer Free Writing Prospectus, (ivthe Final Term Sheet of the Company contemplated in Section 3(g) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, or (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectusabove.

Issuer Free Writing Prospectus. Other than the Registration Statement and the Prospectus, the Depositor Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Certificates Shares (each such communication by the Company or its agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, Act or (ii) the Time of Sale Information documents listed on Annex A hereto, each electronic road show and (iii) each any other written communication communications approved in writing in advance by the Representative (each Representatives, such communication referred approval not to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”be unreasonably withheld, as defined in Rule 433(h) under the Securities Actconditioned, being referred to as an “Issuer Free Writing Prospectus”)or delayed. Each such Issuer Free Writing Prospectus complied complies in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with Section 8 the Securities Act (to the extent required thereby) and did does not at conflict with the Time of Saleinformation contained in the Registration Statement or the Pricing Disclosure Package, and at such Issuer Free Writing Prospectus did not, and as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statements statement of a material fact or (when read in conjunction with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and or warranty with respect to (i) any Underwriters’ Information statements or omissions made in each such Issuer Free Writing Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus, (iiit being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) any Sellers’ Information in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, or (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectushereof.

Issuer Free Writing Prospectus. Other than the Prospectus, the Depositor The Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Certificates Securities (each such communication by the Company or its agents and representatives (other than a communication referred to in clauses (i) (ii) and (iii) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Annex B hereto as constituting the Time of Sale Information and (iiiv) each any electronic road show or other written communication communications, in each case approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)Representatives. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at the Closing Date will not, contain any untrue statements statement of a material fact or (when read in conjunction with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, writing by or (vii) any Senior Trust Advisor’s Information on behalf of such Underwriter through the Representatives expressly for use in any Issuer Free Writing Prospectus.

Issuer Free Writing Prospectus. Other than the Prospectus, the Depositor The Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Certificates Securities (each such communication by the Company or its agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Annex C hereto as constituting the Time of Sale Information and (iiiv) each any electronic road show or other written communication communications, in each case approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)Representatives. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433 under the Securities Act) filed in accordance with Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Preliminary Prospectus filed prior to the first use of such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at the Closing Date will not, contain any untrue statements statement of a material fact or (when read in conjunction with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, or (vii) any Senior Trust Advisor’s Information writing by such Underwriter through the Representatives expressly for use in any Issuer Free Writing Prospectus.

Issuer Free Writing Prospectus. Other than the Prospectus, the Depositor The Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not makeprepare, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Certificates Securities (each such communication by the Company or its agents and representatives (other than (a communication referred to in clauses i), ii)and iii) below) an “Issuer Free Writing Prospectus”) other than i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Preliminary Prospectus, iii) the Prospectus, iv) the documents listed on Schedule 3 to the Underwriting Agreement as constituting the Time of Sale Information and (iiiv) each any electronic road show or other written communication communications approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)Representative. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with Section 8 the Securities Act (to the extent if required thereby) and and, when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, or filed prior to the first use of such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at the Closing Date will not, contain any untrue statements statement of a material fact or (when read in conjunction with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, or (vii) any Senior Trust Advisor’s Information writing by such Underwriter through the Representative expressly for use in any Issuer Free Writing Prospectus.

Issuer Free Writing Prospectus. Other than the Prospectus, the Depositor (including its agents and representatives other than the Underwriters in their capacity as such) The Company represents that it has not mademade and agrees that, usedunless it obtains the prior written consent of the Representatives, prepared, authorized, approved or referred to and it will not make, use, prepare, authorize, approve any offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or refer to any that would otherwise constitute a “written communicationfree writing prospectus” (as defined in under Rule 405 under the Securities Act) required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Securities Act; provided that constitutes an offer the prior written consent of the Representatives shall be deemed to sell or solicitation have been given in respect of an offer the Issuer Free Writing Prospectuses included in Schedule IV hereto. Any such free writing prospectus consented to buy by the Offered Certificates other than Representatives is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(ait has treated and will treat as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) of it has complied and will comply, as the case may be, with the requirements under Rules 164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. The Company consents to the use by any Underwriter of a free writing prospectus that (a) is not an “issuer free writing prospectus” as defined under Rule 433, and (b) contains only (i) information describing the preliminary terms of the Shares or their offering or (ii) information permitted by Rule 134 under the Securities Act, (ii) the Time of Sale Information and (iii) each other written communication approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”). Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been filed in accordance with Section 8 (to the extent required thereby) and did not at the Time of Sale, and at the Closing Date will not, contain any untrue statements of a material fact or (when read in conjunction with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor makes no representation and warranty with respect to (i) any Underwriters’ Information in any Issuer Free Writing Prospectus, (ii) any Sellers’ Information in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, or (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectus.

Issuer Free Writing Prospectus. Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, the Depositor Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not madeprepared, used, prepared, authorized, approved or referred to and will not makeprepare, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Certificates Shares (each such communication by the Company or its agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, Act or (ii) the Time of Sale Information documents listed on Annex A hereto, each electronic road show and (iii) each any other written communication communications approved in writing in advance by the Representative (each Representatives, such communication referred approval not to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)be unreasonably withheld or delayed. Each such Issuer Free Writing Prospectus complied complied, or will comply, in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with Section 8 the Securities Act (to the extent required thereby) and (except as expressly set forth in such Issuer Free Writing Prospectus) does not conflict with the information contained in the Registration Statement or the Pricing Disclosure Package, and, when taken together with any other Issuer Free Writing Prospectus(es) and the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statements statement of a material fact or (when read in conjunction with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and or warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company in any writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, (iiiit being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, or (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectushereof.

Issuer Free Writing Prospectus. Other than the Prospectus, the Depositor The Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Certificates Securities (each such communication by the Company or its agents and representatives (other than a communication referred to in clauses (i) (ii) and (iii) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Annex C hereto as constituting the Time of Sale Information and (iiiv) each any electronic road show or other written communication communications, in each case approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)Representatives. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at the Closing Date will not, contain any untrue statements statement of a material fact or (when read in conjunction with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, or (vii) any Senior Trust Advisor’s Information writing by such Underwriter through the Representatives expressly for use in any Issuer Free Writing Prospectus.

Issuer Free Writing Prospectus. Other than the Registration Statement and the Prospectus, the Depositor Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Certificates Shares (each such communication by the Company or its agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, Act or (ii) the Time of Sale Information documents listed on Annex A hereto, each electronic road show and (iii) each any other written communication communications approved in writing in advance by the Representative (each Representatives, such communication referred approval not to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”be unreasonably withheld, as defined in Rule 433(h) under the Securities Actconditioned, being referred to as an “Issuer Free Writing Prospectus”)or delayed. Each such Issuer Free Writing Prospectus complied complies in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with Section 8 the Securities Act (to the extent required thereby) and did does not at conflict with the Time of Saleinformation contained in the Registration Statement or the Pricing Disclosure Package, and at such Issuer Free Writing Prospectus did not, and as of the Closing Date will not, contain any untrue statements statement of a material fact or (when read in conjunction with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and or warranty with respect to (i) any Underwriters’ Information statements or omissions made in each such Issuer Free Writing Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus, (iiit being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) any Sellers’ Information in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, or (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectushereof.

Issuer Free Writing Prospectus. Other than the Prospectus, the Depositor The Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not make, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Certificates Securities (each such communication by the Company or its agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Schedule 3 to the Underwriting Agreement as constituting the Time of Sale Information and (iiiv) each any electronic road show or other written communication communications approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)Representative. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with Section 8 the Securities Act (to the extent if required thereby) and and, when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, or filed prior to the first use of such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at the Closing Date will not, contain any untrue statements statement of a material fact or (when read in conjunction with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, or (vii) any Senior Trust Advisor’s Information writing by such Underwriter through the Representative expressly for use in any Issuer Free Writing Prospectus.

Issuer Free Writing Prospectus. Other than the Prospectus, the Depositor The Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Certificates Securities (each such communication by the Company or its agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Annex B hereto as constituting the Time of Sale Information and (iiiv) each any electronic road show or other written communication communications, in each case approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)Representative. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at the Closing Date will not, contain any untrue statements statement of a material fact or (when read in conjunction with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, or (vii) any Senior Trust Advisor’s Information writing by such Underwriter through the Representative expressly for use in any Issuer Free Writing Prospectus.

Issuer Free Writing Prospectus. Other than the Prospectus, the Depositor The Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not madeprepared, used, prepared, authorized, approved or referred to and will not makeprepare, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Certificates Securities (each such communication by the Company or its agents and representatives (other than a communication referred to in clauses (i) (ii) and (iii) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Annex C hereto as constituting the Time of Sale Information and (iiiv) each any electronic road show or other written communication communications approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)Representative. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Preliminary Prospectus filed prior to the first use of such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at the Closing Date will not, contain any untrue statements statement of a material fact or (when read in conjunction with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in each such Issuer Free Writing Prospectus in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of an Underwriter through the Representative expressly for use in any Issuer Free Writing Prospectus, (iiit being understood and agreed that the only such information furnished by or on behalf of an Underwriter consists of the information described as such in Section 7(b) any Sellers’ Information in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, or (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectushereof.

Issuer Free Writing Prospectus. Other than the Prospectus, the Depositor The Company (including its agents and representatives representatives, other than the Underwriters in their capacity as suchUnderwriters) has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Certificates Securities (each such communication by the Company or its agents and representatives (other than a communication referred to in clauses (i) (ii) and (iii) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Annex A hereto as constituting part of the Time of Sale Information and (iiiv) each any electronic road show or other written communication communications, in each case approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)Representatives. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433 under the Securities Act) filed in accordance with Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the other Time of Sale Information, did not at not, as of the Time of Sale, and at the Closing Date will not, contain any untrue statements statement of a material fact or (when read in conjunction with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in each such Issuer Free Writing Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in any Issuer Free Writing Prospectus, (ii) any Sellers’ Information which information is specified in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, or (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing ProspectusSection 7(b).

Issuer Free Writing Prospectus. Other than the Prospectus, the Depositor The Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Certificates Securities (each such communication by the Company or its agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Annex D hereto as constituting the Time of Sale Information and (iiiv) each any electronic road show or other written communication communications, in each case approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)Representative. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Preliminary Prospectus filed prior to the first use of such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at the Closing Date will not, contain any untrue statements statement of a material fact or (when read in conjunction with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, or (vii) any Senior Trust Advisor’s Information writing by such Underwriter through the Representative expressly for use in any Issuer Free Writing Prospectus.

Issuer Free Writing Prospectus. Other than the Prospectus, the Depositor (including its agents and representatives other than the Underwriters in their capacity as such) The Company represents that it has not mademade and agrees that, usedunless it obtains the prior written consent of the Underwriter, prepared, authorized, approved or referred to and it will not make, use, prepare, authorize, approve any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or refer to any that would otherwise constitute a “written communicationfree writing prospectus” (as defined in under Rule 405 under the Securities Act) that constitutes an offer required to sell be filed by the Company with the Commission or solicitation of an offer to buy retained by the Offered Certificates other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Company under Rule 134 433 under the Securities Act; provided that the prior written consent of the Underwriter shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included in Schedule III hereto. Any such free writing prospectus consented to by the Underwriter is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (i) it has treated and will treat as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) it has complied and will comply, as the Time case may be, with the requirements under Rules 164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of Sale Information timely filing with the Commission, legending and (iii) each other written communication approved in writing in advance record keeping. The Company consents to the use by the Representative Underwriter of a free writing prospectus that (each such communication referred to in clause (iia) and this clause (iii) constituting is not an “issuer free writing prospectus”, ” as defined in under Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”). Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been filed in accordance with Section 8 (to the extent required thereby) and did not at the Time of Sale433, and at the Closing Date will not, contain any untrue statements of a material fact or (when read in conjunction with the other Time of Sale Informationb) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor makes no representation and warranty with respect to contains only (i) any Underwriters’ Information in any Issuer Free Writing Prospectusinformation describing the preliminary terms of the Notes or their offering, (ii) any Sellers’ Information in any Issuer Free Writing Prospectus, information permitted by Rule 134 under the Securities Act or (iii) any Master Servicer’s Information information that describes the final terms of the Notes or their offering and that is included in any Issuer Free Writing Prospectus, (ivthe Final Term Sheet of the Company contemplated in Section 3(g) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, or (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectusabove.

Issuer Free Writing Prospectus. Other than the Prospectus, the Depositor The Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Certificates Securities (each such communication by the Company or its agents and representatives (other than a communication referred to in clauses (i) (ii) and (iii) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Preliminary Prospectus included in the Time of Sale Information and Information, (iii) each the Final Prospectus, (iv) the documents listed on Annex A hereto as constituting the Time of Sale Information, and (v) any electronic road show or other written communication communications, in each case approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)Representative. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with Section 8 the Act (to the extent required thereby) and and, when taken together with the Preliminary Prospectus filed prior to the first use of such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at the Closing Date will not, contain any untrue statements statement of a material fact or (when read in conjunction with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, or (vii) any Senior Trust Advisor’s Information writing by such Underwriter through the Representatives expressly for use in any Issuer Free Writing Prospectus.

Issuer Free Writing Prospectus. Other than the Prospectus, the Depositor The Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has have not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Certificates Securities (each such communication by the Company or its agents and representatives (other than a communication referred to in clauses (i) (ii) and (iii) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Annex B hereto which constitute part of the Time of Sale Information and (iiiv) each any electronic road show or other written communication communications, in each case approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)Representative. Each such Issuer Free Writing Prospectus complied complies in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Preliminary Prospectus filed prior to the first use of such Issuer Free Writing Prospectus, did not at the Time of Sale, and at the Closing Date will not, contain any untrue statements statement of a material fact or (when read in conjunction with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and or warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, or (vii) any Senior Trust Advisor’s Information writing by such Underwriter through the Representative expressly for use in any Issuer Free Writing Prospectus.

Issuer Free Writing Prospectus. Other than the Prospectus, the Depositor (including its agents and representatives other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not make, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Certificates other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Time of Sale Information and (iii) each other written communication approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”, ,” as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”). Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been filed in accordance with Section 8 (to the extent required thereby) and did not at the Time of Sale, and at the Closing Date will not, contain any untrue statements of a material fact or (when read in conjunction with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor makes no representation and warranty with respect to (i) any Underwriters’ Information in any Issuer Free Writing Prospectus, (ii) any Sellers’ Information in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate AdministratorAffiliated Special Servicer’s Information in any Issuer Free Writing Prospectus, (vi) any TrusteeCertificate Administrator’s Information in any Issuer Free Writing Prospectus, (vii) any Trustee’s Information in any Issuer Free Writing Prospectus or (viiviii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectus.

Issuer Free Writing Prospectus. Other than the Prospectus, the Depositor The Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Certificates Securities (each such communication by the Company or its agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Schedule III to the Terms Agreement as constituting the Time of Sale Information and (iiiv) each any electronic road show or other written communication communications, in each case approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)Representative. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with Section 8 the Act (to the extent required thereby) and when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, or filed prior to the first use of such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at the Closing Delivery Date will not, contain any untrue statements statement of a material fact or (when read in conjunction with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor makes Company and the Guarantors make no representation and or warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, or (vii) any Senior Trust Advisor’s Information writing by such Underwriter through the Representative expressly for use in any Issuer Free Writing Prospectus.

Issuer Free Writing Prospectus. Other than Neither the Prospectus, Company nor any of the Depositor Guarantors (including its nor any of their respective agents and representatives representatives, other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and or will not make, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Certificates Securities (each such communication by the Company or its agents and representatives (other than a communication referred to in clauses (i), (ii) or (iii) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Annex B hereto as constituting the Time of Sale Information and (iiiv) each any electronic road show or other written communication communications, in each case approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)Representative. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Preliminary Prospectus filed prior to the first use of such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at the Closing Date will not, contain any untrue statements statement of a material fact or (when read in conjunction with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that neither the Depositor Company nor any Guarantor makes no any representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company or the Guarantors in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, or (vii) any Senior Trust Advisor’s Information writing by such Underwriter through the Representative expressly for use in any Issuer Free Writing Prospectus.

Issuer Free Writing Prospectus. Other than the Prospectus, the Depositor (including its agents and representatives other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not make, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Certificates other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Time of Sale Information and (iii) each other written communication approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”, ,” as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”). Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been filed in accordance with Section 8 (to the extent required thereby) and did not at the Time of Sale, and at the Closing Date will not, contain any untrue statements of a material fact or (when read in conjunction with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor makes no representation and warranty with respect to (i) any Underwriters’ Information in any Issuer Free Writing Prospectus, (ii) any Sellers’ Information in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate AdministratorJPMBB 2015-C27 Special Servicer’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, (vii) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus or (viiviii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectus.

Issuer Free Writing Prospectus. Other than the Prospectus, the Depositor The Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Certificates Securities (each such communication by the Company or its agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Annex C hereto as constituting the Time of Sale Information and (iiiv) each any electronic road show or other written communication communications, in each case approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)Representative. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Preliminary Prospectus filed prior to the first use of such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at the Closing Date will not, contain any untrue statements statement of a material fact or (when read in conjunction with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and or warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, or (vii) any Senior Trust Advisor’s Information writing by such Underwriter through the Representative expressly for use in any Issuer Free Writing Prospectus.

Issuer Free Writing Prospectus. Other than the Prospectus, the Depositor The Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Certificates Securities (each such communication by the Company or its agents and representatives (other than a communication referred to in clauses (i) (ii) and (iii) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Annex B hereto as constituting part of the Time of Sale Information and (iiiv) each any electronic road show or other written communication communications, in each case approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)Representatives. Each such Issuer Free Writing Prospectus complied complies in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Preliminary Prospectus filed prior to the first use of such Issuer Free Writing Prospectus, did not at the Time of Sale, and at the Closing Date will not, contain any untrue statements statement of a material fact or (when read in conjunction with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and or warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, or (vii) any Senior Trust Advisor’s Information writing by such Underwriter through the Representatives expressly for use in any Issuer Free Writing Prospectus.

Issuer Free Writing Prospectus. Other than the Prospectus, the Depositor The Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Certificates Securities (each such communication by the Company or its agents and representatives (other than a communication referred to in clauses (i) (ii) and (iii) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Annex D hereto as constituting part of the Time of Sale Information and (iiiv) each any electronic road show or other written communication communications, in each case approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)Representatives. Each such Issuer Free Writing Prospectus complied complies in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at the Closing Date will not, contain any untrue statements statement of a material fact or (when read in conjunction with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor makes Company and the Guarantors make no representation and or warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, or (vii) any Senior Trust Advisor’s Information writing by such Underwriter through the Representatives expressly for use in any Issuer Free Writing Prospectus.

Issuer Free Writing Prospectus. Other than the Final Prospectus, the Depositor Company (including its agents and representatives representatives, other than the Underwriters Underwriter in their its capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Certificates Shares (each such communication by the Company or its agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, Act or (ii) the Time of Sale Information documents listed on Annex A hereto and (iii) each other written communication communications approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)Underwriter. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been filed in accordance with Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Base Prospectus, such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at the Closing Date will not, contain any untrue statements statement of a material fact or (when read in conjunction with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in each such Issuer Free Writing Prospectus in reliance upon and in conformity with information relating to the Underwriter furnished to the Company in writing by the Underwriter expressly for use in any Issuer Free Writing Prospectus, (ii) any Sellers’ Information in . No order preventing or suspending the use of any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, or (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing ProspectusProspectus has been issued by the Commission.

Issuer Free Writing Prospectus. Other than the Prospectus, the Depositor The Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not makeprepare, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Certificates Securities (each such communication by the Company or its agents and representatives (other than (a communication referred to in clauses i), ii) and iii) below) an “Issuer Free Writing Prospectus”) other than i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Preliminary Prospectus, iii) the Prospectus, iv) the documents listed on Schedule 2 to the Underwriting Agreement as constituting the Time of Sale Information and (iiiv) each any electronic road show or other written communication communications approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)Representative. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with Section 8 the Securities Act (to the extent if required thereby) and and, when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, or filed prior to the first use of such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at the Closing Date will not, contain any untrue statements statement of a material fact or (when read in conjunction with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, or (vii) any Senior Trust Advisor’s Information writing by such Underwriter through the Representative expressly for use in any Issuer Free Writing Prospectus.

Issuer Free Writing Prospectus. Other than the Prospectus, the Depositor (including its agents and representatives other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not make, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Certificates other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Time of Sale Information and (iii) each other written communication approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”, ,” as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”). Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been filed in accordance with Section 8 (to the extent required thereby) and did not at the Time of Sale, and at the Closing Date will not, contain any untrue statements of a material fact or (when read in conjunction with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor makes no representation and warranty with respect to (i) any Underwriters’ Information in any Issuer Free Writing Prospectus, (ii) any Sellers’ Information in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Administrator and Trustee’s Information in any Issuer Free Writing Prospectus, Prospectus or (viivi) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectus.

Issuer Free Writing Prospectus. Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, the Depositor Company (including its agents and representatives representatives, other than the Underwriters Underwriter in their its capacity as such) has not madeprepared, used, prepared, authorized, approved or referred to and will not makeprepare, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Certificates Shares (each such communication by the Company or its agents (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, Act or (ii) the Time of Sale Information each electronic road show and (iii) each any other written communication communications approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)Underwriter. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with Section 8 the Securities Act (to the extent required thereby) and and, such Issuer Free Writing Prospectus did not at the Time of Salenot, and at as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statements statement of a material fact or (when read in conjunction with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and or warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) any Sellers’ Information Prospectus or Preliminary Prospectus in any reliance upon and in conformity with information relating to the Underwriter furnished to the Company in writing by the Underwriter expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, (iiiit being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in Section 7(b) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, or (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectushereof.

Issuer Free Writing Prospectus. Other than the Prospectus, the Depositor The Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Certificates Shares (each such communication by the Company or its agents and representatives (other than a communication referred to in clauses (i) (ii) and (iii) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Annex B hereto as constituting the Time of Sale Information and (iiiv) each any electronic road show or other written communication communications, in each case approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)Representatives. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at the Closing Date will not, contain any untrue statements statement of a material fact or (when read in conjunction with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, or (vii) any Senior Trust Advisor’s Information writing by such Underwriter through the Representatives expressly for use in any Issuer Free Writing Prospectus.

Issuer Free Writing Prospectus. Other than the Prospectus, the Depositor The Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Certificates Securities (each such communication by the Company or its agents and representatives (other than a communication referred to in clauses (i) (ii) and (iii) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Annex B hereto as constituting the Time of Sale Information and (iiiv) each any electronic road show or other written communication communications, in each case approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)Representative. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Preliminary Prospectus filed prior to the first use of such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at the Closing Date will not, contain any untrue statements statement of a material fact or (when read in conjunction with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that neither the Depositor makes no Company nor any of the Guarantors make any representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, or (vii) any Senior Trust Advisor’s Information writing by such Underwriter through the Representative expressly for use in any Issuer Free Writing Prospectus.

Issuer Free Writing Prospectus. Other than the Prospectus, the Depositor The Bank (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not make, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Certificates Securities (each such communication by the Bank or its agents and representatives (other than a communication referred to in clause (A), (B) or (C) below) an “Issuer Free Writing Prospectus”) other than (iA) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (iiB) the Preliminary Prospectus, (C) the Prospectus, (D) the documents listed on Annex A hereto as constituting the Time of Sale Information and (iiiE) each any electronic road show or other written communication communications, in each case approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)Representatives. Each such Issuer Free Writing Prospectus complied in all material respects with the requirements of the Securities ActAct on the date of first use, has been or will be (within the time period specified in Rule 433) filed in accordance with Section 8 the Securities Act (to the extent required thereby) and, when taken together with the Preliminary Prospectus and each other Issuer Free Writing Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not at on the Time date of Salefirst use, and at on the Closing Date Date, except to the extent amended or superseded by a subsequent Issuer Free Writing Prospectus, will not, contain any untrue statements statement of a material fact or (when read in conjunction with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Bank makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Bank in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, or (vii) any Senior Trust Advisor’s Information writing by such Underwriter through the Representatives expressly for use in any Issuer Free Writing Prospectus.

Issuer Free Writing Prospectus. Other than the Prospectus, the Depositor (including its agents and representatives other than the Underwriters in their capacity as such) The Company represents that it has not mademade and agrees that, usedunless it obtains the prior written consent of the Representatives, prepared, authorized, approved or referred to and it will not make, use, prepare, authorize, approve any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or refer to any that would otherwise constitute a “written communicationfree writing prospectus” (as defined in under Rule 405 under the Securities Act) that constitutes an offer required to sell be filed by the Company with the Commission or solicitation of an offer to buy retained by the Offered Certificates other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Company under Rule 134 433 under the Securities Act; provided that the prior written consent of the Representatives shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included in Schedule III hereto. Any such free writing prospectus consented to by the Representatives is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (i) it has treated and will treat as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) it has complied and will comply, as the Time case may be, with the requirements under Rules 164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of Sale Information timely filing with the Commission, legending and record keeping. The Company consents to the use by any Underwriter of a free writing prospectus that (iiia) each other written communication approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting is not an “issuer free writing prospectus”, ” as defined in under Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”). Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been filed in accordance with Section 8 (to the extent required thereby) and did not at the Time of Sale433, and at the Closing Date will not, contain any untrue statements of a material fact or (when read in conjunction with the other Time of Sale Informationb) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor makes no representation and warranty with respect to contains only (i) any Underwriters’ Information in any Issuer Free Writing Prospectusinformation describing the preliminary terms of the Notes or their offering, (ii) any Sellers’ Information in any Issuer Free Writing Prospectus, information permitted by Rule 134 under the Securities Act or (iii) any Master Servicer’s Information information that describes the final terms of the Notes or their offering and that is included in any Issuer Free Writing Prospectus, (ivthe Final Term Sheet of the Company contemplated in Section 3(g) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, or (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectusabove.

Issuer Free Writing Prospectus. Other than the Prospectus, the Depositor (including its agents and representatives other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not make, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Certificates other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Time of Sale Information and (iii) each other written communication approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”, ,” as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”). Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been filed in accordance with Section 8 (to the extent required thereby) and did not at the Time of Sale, and at the Closing Date will not, contain any untrue statements of a material fact or (when read in conjunction with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor makes no representation and warranty with respect to (i) any Underwriters’ Information in any Issuer Free Writing Prospectus, (ii) any Sellers’ Information in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Administrator and Trustee’s Information in any Issuer Free Writing Prospectus, Prospectus or (viivi) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectus.

Issuer Free Writing Prospectus. Other than the Prospectus, the Depositor The Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Certificates Securities (each such communication by the Company or its agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Annex C hereto as constituting part of the Time of Sale Information and (iiiv) each any electronic road show or other written communication communications, in each case approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)Representative. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Preliminary Prospectus filed prior to the first use of such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at the Closing Date will not, contain any untrue statements statement of a material fact or (when read in conjunction with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and or warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, or (vii) any Senior Trust Advisor’s Information writing by such Underwriter through the Representative expressly for use in any Issuer Free Writing Prospectus.

Issuer Free Writing Prospectus. Other than Neither the Prospectus, the Depositor Company nor any of its subsidiaries (including its any of their respective agents and representatives representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Certificates Securities (each such communication by the Company, any of its subsidiaries or any of their respective agents or representatives (other than a communication referred to in clauses (i), (ii) and (iii) below), an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Annex C hereto as constituting part of the Time of Sale Information and (iiiv) each any electronic road show or other written communication communications, in each case approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)Representative. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with Section 8 the Securities Act (to the extent required thereby) and did not at and, when taken together with the Time of SaleSale Information, did not, and at the Closing Date will not, contain any untrue statements statement of a material fact or (when read in conjunction with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and or warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, or (vii) any Senior Trust Advisor’s Information writing by such Underwriter through the Representative expressly for use in any Issuer Free Writing Prospectus.

Issuer Free Writing Prospectus. Other than the Prospectus, the Depositor (including its agents and representatives other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not make, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Certificates other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Time of Sale Information and (iii) each other written communication approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”). Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been filed in accordance with Section 8 (to the extent required thereby) and did not at the Time of Sale, and at the Closing Date will not, contain any untrue statements of a material fact or (when read in conjunction with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor makes no representation and warranty with respect to (i) any Underwriters’ Information in any Issuer Free Writing Prospectus, (ii) any Sellers’ Information in any Issuer Free Writing Prospectus, (iii) any Master Servicer and Special Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any and Trustee’s Information in any Issuer Free Writing Prospectus, or (viiv) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectus.

Issuer Free Writing Prospectus. Other than the Prospectus, the Depositor The Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Certificates Securities (each such communication by the Company or its agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Schedule III hereto as constituting the Time of Sale Information and (iiiv) each any electronic road show or other written communication communications, in each case approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)Representatives. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Preliminary Prospectus filed prior to the first use of such Issuer Free Writing Prospectus, did not at the Time of Sale, and at the Closing Date will not, contain any untrue statements statement of a material fact or (when read in conjunction with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and or warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, or (vii) any Senior Trust Advisor’s Information writing by such Underwriter through the Representatives expressly for use in any Issuer Free Writing Prospectus.

Issuer Free Writing Prospectus. Other than the Prospectus, the Depositor The Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Certificates Securities (each such communication by the Company or its agents and representatives (other than a communication referred to in clauses (i), (ii), (iii) and (iv) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Annex A hereto as constituting the Time of Sale Information and (iiiv) each any electronic road show or other written communication communications, in each case approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)Representatives. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at the Closing Date will not, contain any untrue statements statement of a material fact or (when read in conjunction with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and or warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, or (vii) any Senior Trust Advisor’s Information writing by such Underwriter through the Representatives expressly for use in any Issuer Free Writing Prospectus.

Issuer Free Writing Prospectus. Other than The Company and the Prospectus, the Depositor Guarantor (including its their agents and representatives representatives, other than the Underwriters in their capacity as such) has have not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Certificates Securities (each such communication by the Company or its agents and representatives (other than a communication referred to in clauses (i) (ii) and (iii) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Annex B hereto as constituting the Time of Sale Information and (iiiv) each any electronic road show or other written communication communications, in each case approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)Representative. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Preliminary Prospectus filed prior to the first use of such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at the Closing Date will not, contain any untrue statements statement of a material fact or (when read in conjunction with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor makes Company and the Guarantor make no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, or (vii) any Senior Trust Advisor’s Information writing by such Underwriter through the Representative expressly for use in any Issuer Free Writing Prospectus.

Issuer Free Writing Prospectus. Other than in the Prospectus, the Depositor Company (including its agents and representatives representatives, other than the Underwriters Underwriter in their its capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Certificates Shares (each such communication by the Company or its agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, Act or (ii) the Time of Sale Information documents listed on Annex B hereto and (iii) each other written communication communications approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)Underwriter. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been filed in accordance with Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statements statement of a material fact or (when read in conjunction with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) any Sellers’ Information Prospectus in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information reliance upon and in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information conformity with information relating to the Underwriter furnished to the Company in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, or (vii) any Senior Trust Advisor’s Information writing by the Underwriter expressly for use in any Issuer Free Writing Prospectus.

Issuer Free Writing Prospectus. Other than the Prospectus, the Depositor The Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Certificates Securities (each such communication by the Company or its agents and representatives (other than a communication referred to in clauses (i) (ii) and (iii) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Annex C hereto as constituting the Time of Sale Information and (iiiv) each any electronic road show or other written communication communications, in each case approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)Representatives. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at the Closing Date will not, contain any untrue statements statement of a material fact or (when read in conjunction with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus in reliance upon and in conformity with information furnished to the Company in writing by any Sellers’ Information in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, or (vii) any Senior Trust Advisor’s Information Underwriter through the Representatives expressly for use in any Issuer Free Writing Prospectus.

Issuer Free Writing Prospectus. Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, the Depositor Company (including its agents and representatives representatives, other than the Underwriters in their its capacity as such) has not madeprepared, used, prepared, authorized, approved or referred to and will not make, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Certificates Issuer Free Writing Prospectus other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, Act or (ii) the Time of Sale Information and (iii) each other written communication approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer any General Use Free Writing Prospectus”). Each such Issuer Free Writing Prospectus complied in all material respects , as of its date and as of the Applicable Time, (i) did not include any information that conflicted with the Securities Actinformation contained in the Registration Statement or the Pricing Disclosure Package, (ii) complied with the requirements of Rule 433 applicable to any Issuer Free Writing Prospectus, including retention, where required, and legending, (iii) has been or will be (within the time period specified in Rule 433) filed in accordance with Section 8 the Act (to the extent required thereby) and (iv) when taken together with the Pricing Disclosure Package, did not at the Time of Salenot, and at as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statements statement of a material fact or (when read in conjunction with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus or Preliminary Prospectus in reliance upon and in conformity with any Sellers’ Underwriter Information in or any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, or (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing ProspectusSelling Shareholder Information.

Issuer Free Writing Prospectus. Other than the Preliminary Prospectus and the Prospectus, the Depositor Company (including its agents and representatives other than the Underwriters in their capacity as suchrepresentatives) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Certificates Shares (each such communication by the Company or its agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, Act or (ii) the Time of Sale Information documents listed on Annex B hereto and (iii) each other written communication communications approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)Representatives. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been filed in accordance with Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statements statement of a material fact or (when read in conjunction with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, or (vii) any Senior Trust Advisor’s Information writing by such Underwriter through the Representatives expressly for use in any Issuer Free Writing Prospectus.

Issuer Free Writing Prospectus. Other than the Prospectus, the Depositor The Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Certificates Securities (each such communication by the Company or its agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Schedule III to the Terms Agreement as constituting the Time of Sale Information and (iiiv) each any electronic road show or other written communication communications, in each case approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)Representative. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433 of the Act) filed in accordance with Section 8 the Act (to the extent required thereby) and when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, or filed prior to the first use of such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at the Closing Delivery Date will not, contain any untrue statements statement of a material fact or (when read in conjunction with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor makes Company and the Guarantors make no representation and or warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, or (vii) any Senior Trust Advisor’s Information writing by such Underwriter through the Representative expressly for use in any Issuer Free Writing Prospectus.

Issuer Free Writing Prospectus. Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, the Depositor Company (including its agents and representatives representatives, other than the Underwriters Underwriter in their its capacity as such) has not madeprepared, used, prepared, authorized, approved or referred to and will not make, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Certificates Issuer Free Writing Prospectus other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, Act or (ii) the Time of Sale Information and (iii) each other written communication approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer any General Use Free Writing Prospectus”). Each such Issuer Free Writing Prospectus complied in all material respects , as of its date and as of the Applicable Time, (i) did not include any information that conflicted with the Securities Actinformation contained in the Registration Statement or the Pricing Disclosure Package, (ii) complied with the requirements of Rule 433 applicable to any Issuer Free Writing Prospectus, including retention, where required, and legending, (iii) has been or will be (within the time period specified in Rule 433) filed in accordance with Section 8 the Act (to the extent required thereby) and (iv) when taken together with the Pricing Disclosure Package, did not at the Time of Salenot, and at as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statements statement of a material fact or (when read in conjunction with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus or Preliminary Prospectus in reliance upon and in conformity with any Sellers’ Information in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, or (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing ProspectusUnderwriter Information.

Issuer Free Writing Prospectus. Other than the Prospectus, the Depositor The Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Certificates Securities (each such communication by the Company or its agents and representatives (other than a communication referred to in clauses (i) (ii) and (iii) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Annex A hereto as constituting part of the Time of Sale Information and (iiiv) each any electronic road show or other written communication communications, in each case approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)Representatives. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Preliminary Prospectus filed prior to the first use of such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at the Closing Date will not, contain any untrue statements statement of a material fact or (when read in conjunction with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, writing by or (vii) any Senior Trust Advisor’s Information on behalf of such Underwriter through the Representatives expressly for use in any Issuer Free Writing Prospectus.

Issuer Free Writing Prospectus. Other than the Prospectus, the Depositor The Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Certificates Securities (each such communication by the Company or its agents and representatives (other than a communication referred to in clauses (i) (ii) and (iii) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Annex B hereto as constituting the Time of Sale Information and (iiiv) each any electronic road show or other written communication communications approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)Representatives. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Preliminary Prospectus filed prior to the first use of such Issuer Free Writing Prospectus did not at the Time of Salenot, and at the Closing Date will not, contain any untrue statements statement of a material fact or (when read in conjunction with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, or (vii) any Senior Trust Advisor’s Information writing by such Underwriter through the Representatives expressly for use in any Issuer Free Writing Prospectus.

Issuer Free Writing Prospectus. Other than the Prospectus, the Depositor The Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Certificates Securities (each such communication by the Company or its agents and representatives (other than a communication referred to in clauses (i) (ii) and (iii) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Annex B hereto as constituting the Time of Sale Information and (iiiv) each any electronic road show or other written communication communications, in each case approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)Representatives. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Preliminary Prospectus filed prior to the first use of such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at the Closing Date will not, contain any untrue statements statement of a material fact or (when read in conjunction with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, or (vii) any Senior Trust Advisor’s Information writing by such Underwriter through the Representatives expressly for use in any Issuer Free Writing Prospectus.

Issuer Free Writing Prospectus. Other than the Prospectus, the Depositor (including its agents and representatives other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not make, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Certificates other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Time of Sale Information and (iii) each other written communication approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”, ,” as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”). Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been filed in accordance with Section 8 (to the extent required thereby) and did not at the Time of Sale, and at the Closing Date will not, contain any untrue statements of a material fact or (when read in conjunction with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor makes no representation and warranty with respect to (i) any Underwriters’ Information in any Issuer Free Writing Prospectus, (ii) any Sellers’ Information in any Issuer Free Writing Prospectus, (iii) any Master Servicer and Special Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Trustee and Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, Prospectus or (viiv) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectus.

Issuer Free Writing Prospectus. Other than the Prospectus, the Depositor (including its agents and representatives other than the Underwriters in their capacity as such) The Company has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Certificates Notes (each such communication by the Company or their agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Time of Sale Information and Preliminary Prospectus, (iii) each the Prospectus, (iv) the documents listed on Schedule I hereto and (v) any electronic road show or other written communication communications, in each case approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)Underwriters. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with Section 8 the Act (to the extent required thereby) and and, when taken together with the Preliminary Prospectus filed prior to the first use of such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at the Closing Date will not, contain any untrue statements statement of a material fact or (when read in conjunction with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus in reliance upon and in conformity with any Sellers’ Underwriter Information furnished to the Company in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, or (vii) any Senior Trust Advisor’s Information writing by such Underwriter expressly for use in any Issuer Free Writing Prospectus.

Issuer Free Writing Prospectus. Other than the Prospectus, the Depositor The Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Certificates Securities (each such communication by the Company or its agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Annex A hereto as constituting the Time of Sale Information and (iiiv) each any electronic road show or other written communication communications, in each case approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)Representative. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at the Closing Date will not, contain any untrue statements statement of a material fact or (when read in conjunction with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor makes Company and the Guarantors make no representation and or warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, or (vii) any Senior Trust Advisor’s Information writing by such Underwriter through the Representative expressly for use in any Issuer Free Writing Prospectus.

Issuer Free Writing Prospectus. Other than No Issuer Free Writing Prospectus (including the Final Term Sheet), as of its issue date and at all subsequent times through the completion of the offering contemplated hereby or until any earlier date that the Company notified or notifies the Representative as described in the next sentence, included, includes or will include any information that conflicted, conflicts, or will conflict with the information contained in the Registration Statement, including any document incorporated by reference therein, any Preliminary Prospectus, or the Prospectus, that had not or has not been superseded or modified. If at any time following delivery of an Issuer Free Writing Prospectus and prior to the end of the Prospectus Delivery Period (as defined below), there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, any Preliminary Prospectus, or the Prospectus, the Depositor (including its agents and representatives other than the Underwriters in their capacity as such) Company has not made, used, prepared, authorized, approved promptly notified or referred to and will not make, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Certificates other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Time of Sale Information and (iii) each other written communication approved in writing in advance by promptly notify the Representative (each and has promptly amended or supplemented or will promptly amend or supplement, at its own expense, such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)Prospectus to eliminate or correct such conflict. The foregoing two sentences do not apply to statements in or omissions from an Issuer Free Writing Prospectus based upon and in conformity with Underwriter Information. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, Act and has been or will be (within the time period specified in Rule 433) filed in accordance with Section 8 the Securities Act (to the extent required thereby) ). The Company has not distributed and did will not at distribute, prior to the Time later of Sale, and at the Closing Date will notand the completion of the Underwriters’ distribution of the Notes, contain any untrue statements of a offering material fact or (when read in conjunction connection with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light offering and sale of the circumstances under which they were madeNotes other than the Registration Statement, not misleading; provided that any Preliminary Prospectus, the Depositor makes no representation and warranty with respect to (i) any Underwriters’ Information in Prospectus, or any Issuer Free Writing Prospectus, (ii) any Sellers’ Information Prospectus reviewed and consented to by the Representative and included in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, or (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing ProspectusSchedule II hereto.

Issuer Free Writing Prospectus. Other than the Prospectus, the Depositor The Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Certificates Securities (each such communication by the Company or its agents and representatives (other than a communication referred to in clauses (i) (ii) and (iii) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Annex B hereto as constituting the Time of Sale Information and (iiiv) each any electronic road show or other written communication communications, in each case approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)Representatives. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Preliminary Prospectus filed prior to the first use of such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at the Closing Date will not, contain any untrue statements statement of a material fact or (when read in conjunction with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided provided, that the Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, or (vii) any Senior Trust Advisor’s Information writing by such Underwriter through the Representatives expressly for use in any Issuer Free Writing Prospectus.

Issuer Free Writing Prospectus. Other than the Prospectus, the Depositor The Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Certificates Shares (each such communication by the Company or its agents and representatives (other than a communication referred to in clauses (i) (ii) and (iii) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Time of Sale Information and Preliminary Prospectus, (iii) each the Prospectus, (iv) any documents listed on Annex A hereto as constituting the Pricing Disclosure Package and (v) any electronic road show or other written communication communications, in each case approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)Representatives. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Preliminary Prospectus filed prior to the first use of such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at the Closing Date will not, contain any untrue statements statement of a material fact or (when read in conjunction with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in each such Issuer Free Writing Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in any Issuer Free Writing Prospectus, (iiit being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) any Sellers’ Information in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, or (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectushereof.

Issuer Free Writing Prospectus. Other than the Prospectus, the Depositor The Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act405) that constitutes an offer to sell or solicitation of an offer to buy the Offered Certificates Senior Notes (each such communication by the Company or its agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act134, (ii) the Preliminary Prospectus included in the Time of Sale Information and Information, (iii) each the Final Prospectus, (iv) the documents listed on Annex A hereto as constituting the Time of Sale 3 Information, and (v) any electronic road show or other written communication communications, in each case approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)Representatives. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with Section 8 the Act (to the extent required thereby) and and, when taken together with the Preliminary Prospectus filed prior to the first use of such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at the Closing Date will not, contain any untrue statements statement of a material fact or (when read in conjunction with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, or (vii) any Senior Trust Advisor’s Information writing by such Underwriter through the Representatives expressly for use in any Issuer Free Writing Prospectus.

Issuer Free Writing Prospectus. Other than the Prospectus, the Depositor The Corporation (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not madeprepared, used, prepared, authorized, approved or referred to and will not makeprepare, use, prepare, authorize, approve or refer to any Issuer Free Writing Prospectus related to the Offering that is a “written communication” (as defined in Rule 405 under the U.S. Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Certificates other than (i) any document not constituting a prospectus pursuant to ), except in accordance with Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Time of Sale Information and (iii) each other written communication approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)4 hereof. Each such Issuer Free Writing Prospectus complied in all material respects with the applicable U.S. Securities ActLaws, has been or will be (within the time period specified in Rule 433 under the U.S. Securities Act) filed in accordance with Section 8 the U.S. Securities Act (to the extent required thereby) and and, when taken together with the U.S. Final Prospectus, each such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at as of the Closing Date and the Additional Closing Date, as the case may be, will not, contain any untrue statements statement of a material fact or (when read in conjunction with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided provided, however, that the Depositor makes no this representation and warranty with respect shall not apply to (i) any Underwriters’ Information information or statement contained in or omitted from the any Issuer Free Writing ProspectusProspectus in reliance upon and in conformity with any information or statement relating solely to the Underwriters, (ii) or any Sellers’ Information of them, provided by the Underwriters in any writing for inclusion therein. Each such Issuer Free Writing ProspectusProspectus did not, (iii) does not and will not include any Master Servicer’s Information information that conflicted, conflicts or will conflict with the information contained in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, the Registration Statement or (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing the U.S. Final Prospectus.