Common use of Permitted Free Writing Prospectuses Clause in Contracts

Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter, severally and not jointly, represents and agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Representatives or by the Company and the Representatives, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, nothing in this Section 16 shall restrict the Company from making any filings required under the 1934 Act or 1934 Act Regulations. Notwithstanding the foregoing, the Underwriters may use a term sheet substantially in the form of Exhibit F hereto without the consent of the Company.

Permitted Free Writing Prospectuses. The Company represents, warrants represents and agrees thatthat it has not made and, unless it obtains the prior consent of the Representatives, and each Underwriter, severally and not jointly, represents and agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make make, any offer relating to the Securities Shares that would constitute an “issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405405 of the Rules and Regulations, required to be filed with the CommissionCommission or retained by the Company under Rule 433 of the Rules and Regulations; provided that the prior written consent of the Representatives hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included in Annex I hereto. Any such free writing prospectus consented to by the Representatives or by the Company and the Representatives, as the case may be, is hereinafter herein referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants agrees that (i) it has treated and agrees that it will treat treat, as the case may be, each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433Issuer Free Writing Prospectus, and (ii) has complied and will comply comply, as the case may be, with the requirements of Rule Rules 164 and 433 of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission where requiredCommission, legending and record keeping. For the purposes of clarity, nothing in this Section 16 shall restrict the Company from making any filings required under the 1934 Act or 1934 Act Regulations. Notwithstanding the foregoing, the Underwriters may use a term sheet substantially in the form of Exhibit F hereto without the consent of the Company.

Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior written consent of the RepresentativesRepresentative, and each Underwriter, severally and not jointly, represents and Underwriter agrees that, unless it obtains the prior consent of the Company and the RepresentativesRepresentative, it has not made and will not make any offer relating to the Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433, Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus,” (as defined in Rule 405, required to be filed with 405 of the Commission1933 Act). Any such free writing prospectus consented to by the Representatives or by the Company and the RepresentativesRepresentative, as the case may bewhich includes each Issuer Free Writing Prospectus listed on Schedule B hereto, is hereinafter referred to as a “Permitted Free Writing Prospectus.” ”. The Company represents and warrants agrees that (i) it has treated and agrees that it will treat treat, as the case may be, each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, Issuer Free Writing Prospectus and (ii) it has complied and will comply comply, as the case may be, with the requirements of Rule Rules 164 and 433 of the 1933 Act Regulations applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission where requiredCommission, legending and record keeping. For the purposes of clarity, nothing in this Section 16 shall restrict the Company from making any filings required under the 1934 Act or 1934 Act Regulations. Notwithstanding the foregoing, the Underwriters may Company consents to the use by any Underwriter of a term sheet substantially in free writing prospectus that contains only (a)(i) information describing the form of Exhibit F hereto without the consent preliminary terms of the CompanySecurities or their offering, (ii) information meeting the requirements of Rule 134 of the 1933 Act Regulations or (iii) information that describes the final terms of the Securities or their offering or (b) other customary information that is neither “issuer information,” as defined in Rule 433, nor otherwise an Issuer Free Writing Prospectus.

Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter, severally and not jointly, represents and agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Representatives or by the Company and the Representatives, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, nothing in this Section 16 shall restrict the Company from making any filings required under the 1934 Act or 1934 Act Regulations. Notwithstanding the foregoing, the Underwriters may use a term sheet substantially in the form of Exhibit F hereto without the consent of the Company.

Permitted Free Writing Prospectuses. The Company represents, warrants represents and agrees thatthat it has not made and, unless it obtains the prior consent of the Representatives, and each Underwriter, severally and not jointly, represents and agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make make, any offer relating to the Securities Shares that would constitute an “issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405405 of the Rules and Regulations, required to be filed with the CommissionCommission or retained by the Company under Rule 433 of the Rules and Regulations; provided that the prior written consent of the Representatives hereto 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 or by the Company and the Representatives, as the case may be, is hereinafter herein referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants agrees that (i) it has treated and agrees that it will treat treat, as the case may be, each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433Issuer Free Writing Prospectus, and (ii) has complied and will comply comply, as the case may be, with the requirements of Rule Rules 164 and 433 of the Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission where requiredCommission, legending and record keeping. For The Company represents that it has satisfied and agrees that it will satisfy the purposes of clarity, nothing conditions in this Section 16 shall restrict Rule 433 to avoid a requirement to file with the Company from making Commission any filings required under the 1934 Act or 1934 Act Regulations. Notwithstanding the foregoing, the Underwriters may use a term sheet substantially in the form of Exhibit F hereto without the consent of the Companyelectronic road show.

Permitted Free Writing Prospectuses. The Company represents, warrants represents and agrees thatthat it has not made and, unless it obtains the prior consent of the Representatives, and each Underwriter, severally and not jointly, represents and agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make make, any offer relating to the Securities Units that would constitute an “issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405405 of the Rules and Regulations, required to be filed with retained by the CommissionCompany under Rule 433 of the Rules and Regulations; provided that the prior written consent of the Underwriter hereto 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 or by the Company and the Representatives, as the case may be, Underwriter is hereinafter herein referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants agrees that (i) it has treated and agrees that it will treat treat, as the case may be, each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433Issuer Free Writing Prospectus, and (ii) has complied and will comply comply, as the case may be, with the requirements of Rule Rules 164 and 433 of the Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission where requiredCommission, legending and record keeping. For the purposes of clarity, nothing in this Section 16 shall restrict the Company from making any filings required under the 1934 Act or 1934 Act Regulations. Notwithstanding the foregoing, the Underwriters may use a term sheet substantially in the form of Exhibit F hereto without the consent of the Company.

Permitted Free Writing Prospectuses. The Company represents, warrants represents and agrees thatthat it has not made and, unless it obtains the prior consent of the RepresentativesRepresentative, and each Underwriter, severally and not jointly, represents and agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make make, any offer relating to the Securities Shares that would constitute an “issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405405 of the Rules and Regulations, required to be filed with the CommissionCommission or retained by the Company under Rule 433 of the Rules and Regulations; provided that the prior written consent of the Representative hereto 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 or by the Company and the Representatives, as the case may be, Representative is hereinafter herein referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants agrees that (i) it has treated and agrees that it will treat treat, as the case may be, each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433Issuer Free Writing Prospectus, and (ii) has complied and will comply comply, as the case may be, with the requirements of Rule Rules 164 and 433 of the Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission where requiredCommission, legending and record keeping. For The Company represents that it has satisfied and agrees that it will satisfy the purposes of clarity, nothing conditions in this Section 16 shall restrict Rule 433 to avoid a requirement to file with the Company from making Commission any filings required under the 1934 Act or 1934 Act Regulations. Notwithstanding the foregoing, the Underwriters may use a term sheet substantially in the form of Exhibit F hereto without the consent of the Companyelectronic road show.

Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior written consent of the Representatives, and each Underwriter, severally and not jointly, represents and agrees that, unless it obtains the prior consent of the Company and the RepresentativesRepresentative, it has not made and will not make any offer relating to the Securities Debentures that would constitute an “issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” (as defined in Rule 405, 405 of the Securities Act) required to be filed by the Company with the CommissionCommission or retained by the Company under Rule 433 of the Securities Act; provided that the prior written consent of the Representative hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included in Schedule B hereto. Any such free writing prospectus consented to by the Representatives or by the Company and the Representatives, as the case may be, Representative is hereinafter referred to as a “Permitted Free Writing Prospectus.” ”. The Company represents and warrants agrees that (i) it has treated and agrees that it will treat treat, as the case may be, each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433Issuer Free Writing Prospectus, and (ii) has complied and will comply comply, as the case may be, with the requirements of Rule Rules 164 and 433 of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission where requiredCommission, legending and record keeping. For the purposes of clarity, nothing in this Section 16 shall restrict the Company from making any filings required under the 1934 Act or 1934 Act Regulations. Notwithstanding the foregoing, the Underwriters may use a term sheet substantially in the form of Exhibit F hereto without the consent of the Company.

Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior consent of the RepresentativesAgent, and each Underwriterthe Agent represents, severally and not jointly, represents warrants and agrees that, unless it obtains the prior consent of the Company and the RepresentativesCompany, in each case, which consent shall not be unreasonably withheld, delayed or conditioned, it has not made and will not make any offer relating to the Placement Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Representatives Agent or by the Company and the RepresentativesCompany, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, nothing the parties hereto agree that all free writing prospectuses, if any, listed in this Section 16 shall restrict the Company from making any filings required under the 1934 Act or 1934 Act Regulations. Notwithstanding the foregoing, the Underwriters may use a term sheet substantially in the form of Exhibit F 23 hereto without the consent of the Companyare Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior consent of the RepresentativesRepresentative, and each Underwriter, severally and not jointly, represents and agrees that, unless it obtains the prior consent of the Company and the RepresentativesRepresentative, it has not made and will not make any offer relating to the Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Representatives Representative or by the Company and the RepresentativesRepresentative, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, nothing in this Section 16 shall restrict the Company from making any filings required under the 1934 Act or 1934 Act Regulations. Notwithstanding the foregoing, the Underwriters may use a term sheet substantially in the form of Exhibit F hereto without the consent of the Company.

Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior written consent of the RepresentativesAgents (which consent shall not be unreasonably withheld or delayed), and each Underwriterthe Agents represent, severally warrant and not jointly, represents and agrees agree that, unless it obtains they have obtained the prior written consent of the Company and the RepresentativesCompany, it has they have not made and will not make any offer relating to the Securities Placement Shares that would constitute an “issuer free writing prospectus,” as defined in Rule 433Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Representatives Agents or by the Company and the RepresentativesCompany, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectusIssuer Free Writing Prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, nothing the parties hereto agree that all free writing prospectuses, if any, listed in this Section 16 shall restrict the Company from making any filings required under the 1934 Act or 1934 Act Regulations. Notwithstanding the foregoing, the Underwriters may use a term sheet substantially in the form of Exhibit F 23 hereto without the consent of the Companyare Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter, severally and not jointly, represents and agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Representatives or by the Company and by the Representatives, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, nothing in this Section 16 shall restrict the Company from making any filings required under the 1934 Act parties hereto agree that all free writing prospectus, if any, listed on Exhibits H or 1934 Act Regulations. Notwithstanding the foregoing, the Underwriters may use a term sheet substantially in the form of Exhibit F I hereto without the consent of the Companyare Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter, severally and not jointly, represents and agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute an “"issuer free writing prospectus,” " as defined in Rule 433, or that would otherwise constitute a “"free writing prospectus,” " as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Representatives or by the Company and by the Representatives, as the case may be, is hereinafter referred to as a “"Permitted Free Writing Prospectus.” " The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “"issuer free writing prospectus,” " as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, nothing in this Section 16 shall restrict the Company from making any filings required under the 1934 Act parties hereto agree that all free writing prospectus, if any, listed on Exhibits H or 1934 Act Regulations. Notwithstanding the foregoing, the Underwriters may use a term sheet substantially in the form of Exhibit F I hereto without the consent of the Companyare Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Each of the Company and the Operating Partnership represents, warrants and agrees that, unless it obtains the prior consent of Xxxxx Fargo Securities, and Xxxxx Fargo Securities represents, warrants and agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter, severally and not jointly, represents and agrees that, unless it obtains the prior consent of the Company and the RepresentativesCompany, it has not made and will not make any offer relating to the Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433Issuer Free Writing Prospectus, or that would otherwise 36 constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Representatives Xxxxx Fargo Securities or by the Company and the RepresentativesCompany, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, nothing the parties hereto agree that all free writing prospectuses, if any, listed in this Section 16 shall restrict the Company from making any filings required under the 1934 Act or 1934 Act Regulations. Notwithstanding the foregoing, the Underwriters may use a term sheet substantially in the form of Exhibit F G hereto without the consent of the Companyare Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior consent of the RepresentativesBRS, and each UnderwriterBRS represents, severally and not jointly, represents warrants and agrees that, unless it obtains the prior consent of the Company and the RepresentativesCompany, in each case, which consent shall not be unreasonably withheld, delayed or conditioned, it has not made and will not make any offer relating to the Securities Placement Shares that would constitute an “issuer free writing prospectus,” as defined in Rule 433Issuer Free Writing Prospectus, or that would otherwise constitute a “"free writing prospectus,” " as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Representatives BRS or by the Company and the RepresentativesCompany, as the case may be, is hereinafter referred to as a “"Permitted Free Writing Prospectus.” " The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “"issuer free writing prospectus,” " as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, nothing the parties hereto agree that all free writing prospectuses, if any, listed in this Section 16 shall restrict the Company from making any filings required under the 1934 Act or 1934 Act Regulations. Notwithstanding the foregoing, the Underwriters may use a term sheet substantially in the form of Exhibit F 23 hereto without the consent of the Companyare Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Company representsrepresents that it has not made, warrants and agrees that, unless it obtains the prior written consent of the Representatives, and each Underwriter, severally and not jointly, represents and agrees that, unless it obtains the prior consent of the Company and the RepresentativesRepresentative, it has not made and will not make make, any offer relating to the Securities Offered Shares that constitutes or would constitute an “issuer a free writing prospectus,” as defined in Rule 433, prospectus or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, portion thereof required to be filed by the Company with the CommissionCommission or retained by the Company under Rule 433; provided that the prior written consent of the Representative hereto shall be deemed to have been given in respect of the Free Writing Prospectuses included in Schedule C hereto and any electronic Road Show. Any such free writing prospectus consented to by the Representatives or by the Company and the Representatives, as the case may be, Representative is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants agrees that (i) it has treated and agrees that it will treat treat, as the case may be, each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and (ii) has complied and will comply comply, as the case may be, with the requirements of Rule Rules 164 and 433 applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission where requiredCommission, legending and record keeping. For the purposes of clarity, nothing in this Section 16 shall restrict the Company from making any filings required under the 1934 Act or 1934 Act Regulations. Notwithstanding the foregoing, the Underwriters may use a term sheet substantially in the form of Exhibit F hereto without the consent of the Company.

Permitted Free Writing Prospectuses. The Company represents, warrants represents and agrees thatthat it has not made and, unless it obtains the prior consent of the Representatives, and each Underwriter, severally and not jointly, represents and agrees that, unless it obtains the prior Agents (which consent of the Company and the Representatives, it has not made and will not make be unreasonably withheld or delayed), shall not make, any offer relating to the Securities Shares that would constitute an “issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405405 of the Rules and Regulations, which is required to be filed with retained by the CommissionCompany under Rule 433 of the Rules and Regulations; provided that the prior written consent of the Agents hereto shall be deemed to have been given in respect of each of the free writing prospectuses set forth in Schedule 3 hereto. Any such free writing prospectus consented to by the Representatives or by the Company and the Representatives, as the case may be, Agents is hereinafter herein referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants agrees that (i) it has treated and agrees that it will treat shall treat, as the case may be, each Permitted Free Writing Prospectus as an a “issuer free writing prospectus,” as defined in Rule 433, 405 of the Rules and Regulations and (ii) it has complied and will comply shall comply, as the case may be, with the requirements of Rule Rules 164 and 433 of the Act applicable to any Permitted Free Writing Prospectus, including including, without limitation, in respect of timely filing with the Commission where requiredCommission, legending and record keeping. For The Company agrees not to take any action that would result in the purposes of clarity, nothing in this Section 16 shall restrict Agents or the Company from making any filings being required under the 1934 Act or 1934 Act Regulations. Notwithstanding the foregoing, the Underwriters may use a term sheet substantially in the form of Exhibit F hereto without the consent to file pursuant to Rule 433(d) of the CompanyRules and Regulations a free writing prospectus prepared by or on behalf of any Agent that such Agent otherwise would not have been required to file thereunder.

Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior consent of the RepresentativesWxxxx Fargo, and each Underwriter, severally and not jointly, represents and agrees that, unless it obtains the prior consent of the Company and the RepresentativesWxxxx Fargo, it has not made and will not make any offer relating to the Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Representatives Wxxxx Fargo or by the Company and the RepresentativesWxxxx Fargo, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, nothing in this Section 16 shall restrict the Company from making any filings required under the 1934 Act or 1934 Act Regulations. Notwithstanding the foregoing, the Underwriters may use a term sheet substantially in the form of Exhibit F hereto without the consent of the Company.

Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior written consent of the Representatives, and each Underwriter, severally and not jointly, represents and Underwriter agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433, Issuer Free Writing Prospectus or that would otherwise constitute a “"free writing prospectus,” " (as defined in Rule 405, required to be filed with 405 of the Commission1933 Act). Any such free writing prospectus consented to by the Representatives or by the Company and the Representatives, which includes each Issuer Free Writing Prospectus listed on Schedule B hereto, 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, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, Issuer Free Writing Prospectus and (ii) it has complied and will comply comply, as the case may be, with the requirements of Rule Rules 164 and 433 of the 1933 Act Regulations applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission where requiredCommission, legending and record keeping. For the purposes of clarity, nothing in this Section 16 shall restrict the Company from making any filings required under the 1934 Act or 1934 Act Regulations. Notwithstanding the foregoing, the Underwriters may Company consents to the use by any Underwriter of a term sheet substantially in free writing prospectus that contains only (a)(i) information describing the form of Exhibit F hereto without the consent preliminary terms of the CompanySecurities or their offering, (ii) information meeting the requirements of Rule 134 of the 1933 Act Regulations or (iii) information that describes the final terms of the Securities or their offering or (b) other customary information that is neither "issuer information," as defined in Rule 433, nor otherwise an Issuer Free Writing Prospectus.

Permitted Free Writing Prospectuses. (i) The Company represents, warrants and agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter, severally and not jointly, represents and agrees that, unless it obtains the prior consent of the Purchasing Agent, and each Agent represents and agrees that, unless it obtains the prior written consent of the Company and the RepresentativesPurchasing Agent, it has not made and will not make any offer relating to the Securities Notes that would constitute an “issuer free writing prospectus,” as defined in Rule 433, a Company Free Writing Prospectus or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405405 under the 1933 Act, required to be filed with the CommissionSEC or retained by the Company under Rule 433 under the 1933 Act. Any such free writing prospectus consented to by the Representatives or by the Company and the Representatives, as the case may be, Purchasing Agent is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Unless otherwise agreed by the Company represents and warrants that it the Purchasing Agent, the Company (A) has treated and agrees that it will treat treat, as the case may be, each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433a Company Free Writing Prospectus, and (B) has complied and will comply comply, as the case may be, with the requirements of Rule Rules 164 and 433 of the 1933 Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission where requiredSEC, legending and record keeping. For The Company consents to the purposes use by any Agent of claritya free writing prospectus that (1) is not an “issuer free writing prospectus” as defined in Rule 433, nothing in this Section 16 and (2) contains only (x) information describing the preliminary terms of the Notes or their offering or (y) information permitted by Rule 134 of the 1933 Act. The prior sentence shall restrict the Company from making not limit any filings required under the 1934 Act or 1934 Act Regulations. Notwithstanding the foregoing, the Underwriters may use a term sheet substantially in the form of Exhibit F hereto without the consent of the Company’s obligations under paragraph (e) above.

Permitted Free Writing Prospectuses. The Company Partnership represents, warrants and agrees that, unless it obtains the prior consent of the RepresentativesAgents (which consent shall not be unreasonably withheld or delayed), and each UnderwriterAgent represents, severally and not jointly, represents warrants and agrees that, unless it obtains the prior consent of the Company and the RepresentativesPartnership, it has not made and will not make any offer relating to the Securities Placement Units that would constitute an “issuer free writing prospectus,” as defined in Rule 433Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Representatives Agents or by the Company and the RepresentativesPartnership, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company Partnership represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, nothing in this Section 16 shall restrict the Company from making any filings required under the 1934 Act or 1934 Act Regulations. Notwithstanding the foregoing, the Underwriters may use a term sheet substantially in the form of Exhibit F hereto without the consent of the Company.

Permitted Free Writing Prospectuses. The Company represents, warrants represents and agrees thatthat it has not made and, unless it obtains the prior consent of the Representatives, and each Underwriter, severally and not jointly, represents and agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make make, any offer relating to the Securities Shares that would constitute an “issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405405 of the Rules and Regulations, required to be filed with or retained by the CommissionCompany under Rule 433 of the Rules and Regulations; provided that the prior written consent of the Representatives hereto 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 or by the Company and the Representatives, as the case may be, is hereinafter herein referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants agrees that (i) it has treated and agrees that it will treat treat, as the case may be, each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433Issuer Free Writing Prospectus, and (ii) has complied and will comply comply, as the case may be, with the requirements of Rule Rules 164 and 433 of the Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission where requiredCommission, legending and record keeping. For The Company represents that it has satisfied and agrees that it will satisfy the purposes of clarity, nothing conditions in this Section 16 shall restrict Rule 433 to avoid a requirement to file with the Company from making Commission any filings required under the 1934 Act or 1934 Act Regulations. Notwithstanding the foregoing, the Underwriters may use a term sheet substantially in the form of Exhibit F hereto without the consent of the Companyelectronic road show.

Permitted Free Writing Prospectuses. The Company represents, warrants represents and agrees thatthat it has not made and, unless it obtains the prior consent of the Representatives, and each Underwriter, severally and not jointly, represents and agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make make, any offer relating to the Securities Shares that would constitute an “issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405405 of the Rules and Regulations, required to be filed with retained by the CommissionCompany under Rule 433 of the Rules and Regulations; provided that the prior written consent of the Representatives hereto 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 or by the Company and the Representatives, as the case may be, is hereinafter herein referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants agrees that (i) it has treated and agrees that it will treat treat, as the case may be, each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433Issuer Free Writing Prospectus, and (ii) has complied and will comply comply, as the case may be, with the requirements of Rule Rules 164 and 433 of the Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission where requiredCommission, legending and record keeping. For the purposes of clarity, nothing in this Section 16 shall restrict the Company from making any filings required under the 1934 Act or 1934 Act Regulations. Notwithstanding the foregoing, the Underwriters may use a term sheet substantially in the form of Exhibit F hereto without the consent of the Company.

Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior written consent of the RepresentativesRepresentative, and each Underwriter, severally and not jointly, represents and Underwriter agrees that, unless it obtains the prior consent of the Company and the RepresentativesRepresentative, it has not made and will not make any offer relating to the Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433, Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus,” (as defined in Rule 405, required 405 of the 1933 Act); provided that the prior written consent of the Representative shall be deemed to be filed with the Commissionhave been given in respect of any Free Writing Prospectuses included in Schedule II hereto. Any such free writing prospectus consented to by the Representatives or by the Company and the Representatives, as the case may be, Representative is hereinafter referred to as a “Permitted Free Writing Prospectus.” ”. The Company represents and warrants agrees that (i) it has treated and agrees that it will treat treat, as the case may be, each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433Issuer Free Writing Prospectus, and (ii) has complied and will comply comply, as the case may be, with the requirements of Rule Rules 164 and 433 of the 1933 Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission where requiredCommission, legending and record keeping. For the purposes of clarity, nothing in this Section 16 shall restrict the Company from making any filings required under the 1934 Act or 1934 Act Regulations. Notwithstanding the foregoing, the Underwriters may use a term sheet substantially in the form of Exhibit F hereto without the consent of the Company.

Permitted Free Writing Prospectuses. The Company representsagrees that, warrants unless it obtains the prior written consent of Xxxxxxx Xxxxx, and Xxxxxxx Xxxxx agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter, severally and not jointly, represents and agrees that, unless it obtains the prior consent of the Company and the RepresentativesCompany, it has not made and will not make any offer relating to the Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433, Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus,” (as defined in Rule 405, required 405 of the 1933 Act); provided that the prior written consent of Xxxxxxx Xxxxx shall be deemed to be filed with the Commissionhave been given in respect of any Free Writing Prospectuses included in Schedule I hereto. Any such free writing prospectus consented to by the Representatives or by the Company and the Representatives, as the case may be, Xxxxxxx Xxxxx is hereinafter referred to as a “Permitted Free Writing Prospectus.” ”. The Company represents and warrants agrees that (i) it has treated and agrees that it will treat treat, as the case may be, each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433Issuer Free Writing Prospectus, and (ii) has complied and will comply comply, as the case may be, with the requirements of Rule Rules 164 and 433 of the 1933 Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission where requiredCommission, legending and record keeping. For the purposes of clarity, nothing in this Section 16 shall restrict the Company from making any filings required under the 1934 Act or 1934 Act Regulations. Notwithstanding the foregoing, the Underwriters may use a term sheet substantially in the form of Exhibit F hereto without the consent of the Company.

Permitted Free Writing Prospectuses. The Each of the Company and the Selling Shareholders, severally and not jointly, represents, warrants and agrees that, unless it obtains the prior consent of the RepresentativesWells Fargo, and each Underwritereacx Xxxerwriter, severally and not jointly, represents and agrees that, unless it obtains the prior consent of the Company and the RepresentativesWells Fargo, it has not made xxx xade and will not make any offer relating to the Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission or, in the case of such Selling Shareholder, whether or not required to be filed with the Commission. Any such free writing prospectus consented to by the Representatives Wells Fargo or by the Company thx Xxxpany and the RepresentativesWells Fargo, as the case xxxx may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Each of the Company and the Selling Shareholders, severally and not jointly, represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, nothing in this Section 16 shall restrict the Company from making any filings required under the 1934 Act or 1934 Act Regulations. Notwithstanding the foregoing, the Underwriters may use a term sheet substantially in the form of Exhibit F hereto without the consent of the Company.

Permitted Free Writing Prospectuses. The Company represents, warrants represents and agrees thatthat it has not made and, unless it obtains the prior consent of the Representatives, and each Underwriter, severally and not jointly, represents and agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make make, any offer relating to the Securities that would constitute an a “issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405405 of the Rules and Regulations, required to be filed with retained by the CommissionCompany under Rule 433 of the Rules and Regulations; provided that the prior written consent of the Representatives hereto 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 or by the Company and the Representatives, as the case may be, is hereinafter herein referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants agrees that (i) it has treated and agrees that it will treat treat, as the case may be, each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433Issuer Free Writing Prospectus, and (ii) has complied and will comply comply, as the case may be, with the requirements of Rule Rules 164 and 433 of the Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission where requiredCommission, legending and record keeping. For the purposes of clarity, nothing in this Section 16 shall restrict the Company from making any filings required under the 1934 Act or 1934 Act Regulations. Notwithstanding the foregoing, the Underwriters may use a term sheet substantially in the form of Exhibit F hereto without the consent of the Company.

Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior consent of the RepresentativesBRS, and each UnderwriterBRS represents, severally and not jointly, represents warrants and agrees that, unless it obtains the prior consent of the Company and the RepresentativesCompany, in each case, which consent shall not be unreasonably withheld, delayed or conditioned, it has not made and will not make any offer relating to the Securities Placement Notes that would constitute an “issuer free writing prospectus,” as defined in Rule 433Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Representatives BRS or by the Company and the RepresentativesCompany, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, nothing the parties hereto agree that all free writing prospectuses, if any, listed in this Section 16 shall restrict the Company from making any filings required under the 1934 Act or 1934 Act RegulationsExhibit 23 hereto are Permitted Free Writing Prospectuses. Notwithstanding the foregoing, the Underwriters may use a term sheet substantially in the form of Exhibit F hereto without the consent of the Company24.

Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior consent of the RepresentativesWachovia, and each Underwriter, severally and not jointly, represents and agrees that, unless it obtains the prior consent of the Company and the RepresentativesWachovia, it has not made and will not make any offer relating to the Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Representatives Wachovia or by the Company and the RepresentativesWachovia, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, nothing in this Section 16 shall restrict the Company from making any filings required under the 1934 Act or 1934 Act Regulations. Notwithstanding , regardless of whether the foregoing, Company has obtained the Underwriters may use a term sheet substantially in the form of Exhibit F hereto without the written consent of the CompanyWachovia.

Permitted Free Writing Prospectuses. The Company represents, warrants represents and agrees thatthat it has not made and, unless it obtains the prior consent of the RepresentativesRepresentative, and each Underwriter, severally and not jointly, represents and agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make make, any offer relating to the Securities that would constitute an a “issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405405 of the Rules and Regulations, required to be filed with retained by the CommissionCompany under Rule 433 of the Rules and Regulations; provided that the prior written consent of the Representative hereto 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 or by the Company and the Representatives, as the case may be, Representative is hereinafter herein referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants agrees that (i) it has treated and agrees that it will treat treat, as the case may be, each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433Issuer Free Writing Prospectus, and (ii) has complied and will comply comply, as the case may be, with the requirements of Rule Rules 164 and 433 of the Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission where requiredCommission, legending and record keeping. For the purposes of clarity, nothing in this Section 16 shall restrict the Company from making any filings required under the 1934 Act or 1934 Act Regulations. Notwithstanding the foregoing, the Underwriters may use a term sheet substantially in the form of Exhibit F hereto without the consent of the Company.

Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior consent of the RepresentativesBofA Xxxxxxx Xxxxx, and each Underwriter, severally and not jointly, represents and agrees that, unless it obtains the prior consent of the Company and the RepresentativesBofA Xxxxxxx Xxxxx, it has not made and will not make any offer relating to the Securities that would constitute an “issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Representatives BofA Xxxxxxx Xxxxx or by the Company and the RepresentativesBofA Xxxxxxx Xxxxx, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, nothing in this Section 16 shall restrict the Company from making any filings required under the 1934 Act or 1934 Act Regulations. Notwithstanding the foregoing, the Underwriters may use a term sheet substantially in the form of Exhibit F hereto without the consent of the Company.

Permitted Free Writing Prospectuses. (i) The Company represents, warrants represents and agrees thatthat it has not made and, unless it obtains the prior written consent of the RepresentativesAgent, and each Underwritershall not make, severally and not jointly, represents and agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities Shares that would constitute an “issuer a "free writing prospectus,” " as defined in Rule 433405 of the Rules and Regulations, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, which is required to be filed with retained by the CommissionCompany under Rule 433 of the Rules and Regulations; provided that the prior written consent of the Agent hereto shall be deemed to have been given in respect of each of the free writing prospectuses set forth in Schedule 3 hereto. Any such free writing prospectus consented to by the Representatives or by the Agent is herein referred to as a "Permitted Free Writing Prospectus." The Company represents and the Representativesagrees that (i) it has treated and shall treat, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer a "free writing prospectus,” " as defined in Rule 433, 405 of the Rules and Regulations and (ii) it has complied and will comply shall comply, as the case may be, with the requirements of Rule Rules 164 and 433 of the Act applicable to any Permitted Free Writing Prospectus, including including, without limitation, in respect of timely filing with the Commission where requiredCommission, legending and record keeping. For The Company agrees not to take any action that would result in the purposes of clarity, nothing in this Section 16 shall restrict Agent or the Company from making any filings being required to file pursuant to Rule 433(d) under the 1934 Act a free writing prospectus prepared by or 1934 Act Regulations. Notwithstanding the foregoing, the Underwriters may use a term sheet substantially in the form of Exhibit F hereto without the consent on behalf of the CompanyAgent that the Agent otherwise would not have been required to file thereunder.