Common use of Permitted Free Writing Prospectuses Clause in Contracts

Permitted Free Writing Prospectuses. The Company represents that it has not made, and agrees that, unless it obtains the prior written consent of the Underwriters, it will not make, any offer relating to the Offered Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in 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 the prior written consent of the Underwriters hereto shall be deemed to have been given in respect of each free writing prospectuses listed on Schedule B hereto. Any such free writing prospectus consented to by the Underwriters 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) has complied and will comply, as the case may be, with the requirements of 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.

Permitted Free Writing Prospectuses. The Company represents that it has not made, and agrees that, unless it obtains the prior written consent of the Underwriters, it will not make, any offer relating to the Offered Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in 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 the prior written consent of the Underwriters hereto shall be deemed to have been given in respect of each free writing prospectuses prospectus listed on Schedule B hereto. Any such free writing prospectus consented to by the Underwriters 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) has complied and will comply, as the case may be, with the requirements of 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.

Permitted Free Writing Prospectuses. The Company represents Operating Partnership represents, warrants and agrees that it has not made, and agrees thatmade and, unless it obtains the prior written consent of the UnderwritersRepresentatives, it will not make, and each Underwriter, severally and not jointly, represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Operating Partnership and the Representatives, it will not make, any offer relating to the Offered Securities that constitutes or would constitute an Issuer Free Writing Prospectus “issuer free writing prospectus” (as defined in Rule 433) or that otherwise constitutes or would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under 405) or portion thereof required, in the Securities Act) case of any Underwriters, to be filed with the Commission or, in the case of the Operating Partnership, whether or not required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Securities ActCommission; provided that the prior written consent of the Underwriters hereto Operating Partnership and the Representatives shall be deemed to have been given in respect of each free writing prospectuses the Issuer General Use Free Writing Prospectuses, if any, listed on Schedule B heretoExhibit C hereto and to any electronic road show in the form previously provided by the Operating Partnership to and approved by the Representatives. Any such free writing prospectus consented to by the Underwriters or deemed to have been consented to as aforesaid is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company Operating Partnership represents, warrants and agrees that (i) it has treated and will treat, as the case may be, treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus“issuer free writing prospectus,” as defined in Rule 433, and (ii) has complied and will comply, as the case may be, comply with the requirements of Rules 164 and Rule 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the CommissionCommission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit C hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Company Each of the Obligors represents that it has not made, and agrees that, unless it obtains the prior written consent of the UnderwritersRepresentative, it will shall not make, any offer relating to the Offered Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the Securities Act) required to be filed by the Company such Obligor with the Commission or retained by the Company such Obligor under Rule 433 under the Securities Act; provided that the prior written consent of the Underwriters hereto Representative shall be deemed to have been given in respect of each free writing prospectuses listed on Schedule B heretoany Issuer Free Writing Prospectuses included in Annex I to this Agreement. Any such free writing prospectus consented to or deemed to be consented to by the Underwriters Representative is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company Each of the Obligors agrees that (i) it has treated and will shall treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) has complied and will shall comply, as the case may be, with the requirements of 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.

Permitted Free Writing Prospectuses. The Company represents and the Operating Partnership represent that it has they have not made, and agrees agree that, unless it obtains they obtain the prior written consent of the UnderwritersRepresentatives, it they will not make, any offer relating to the Offered Securities that constitutes or would constitute an Issuer Free Writing Prospectus issuer free writing prospectus (as defined in Rule 433(h) of the Securities Act) or that otherwise constitutes or would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under of the Securities Act) or a portion thereof required to be filed by the Company or the Operating Partnership with the Commission or retained by the Company or the Operating Partnership under Rule 433 under of the Securities Act; provided that the prior written consent of the Underwriters Representatives hereto shall be deemed to have been given in respect of each free writing prospectuses listed on Issuer Free Writing Prospectus referred to in Schedule B hereto. Any such free writing prospectus consented to by the Underwriters Representatives is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees and the Operating Partnership agree that (i) it has they have treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectusissuer free writing prospectus (as defined in Rule 433(h) of the Securities Act), and (ii) has have complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.

Permitted Free Writing Prospectuses. The Company represents that it has not made, and agrees that, unless it obtains the prior written consent of the UnderwritersRepresentative, it will not make, any offer relating to the Offered Securities Units that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under of the Securities Act) required to be filed by the Company with the Commission or retained by the Company under Rule 433 under of the Securities Act; provided that the prior written consent of the Underwriters Representative hereto shall be deemed to have been given in respect of each free writing prospectuses listed on the Free Writing Prospectuses included in Schedule B hereto. Any such free writing prospectus consented to by the Underwriters 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) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.

Permitted Free Writing Prospectuses. The Company represents that it has not made, and agrees that, unless it obtains the prior written consent of the UnderwritersRepresentative, it will not make, any offer relating to the Offered Securities Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under of the Securities Act) required to be filed by the Company with the Commission or retained by the Company under Rule 433 under of the Securities Act; provided that the prior written consent of the Underwriters Representative hereto shall be deemed to have been given in respect of each free writing prospectuses listed on the Free Writing Prospectuses included in Schedule B hereto. Any such free writing prospectus consented to by the Underwriters 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) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.

Permitted Free Writing Prospectuses. The Company represents represents, warrants and agrees that it has not made, and agrees thatmade and, unless it obtains the prior written consent of the UnderwritersRepresentatives, it will not make, any offer relating to the Offered Securities that constitutes or would constitute an Issuer Free Writing Prospectus “issuer free writing prospectus” (as defined in Rule 433) or that otherwise constitutes or would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the Securities Act405) or portion thereof required to be filed by the Company with the Commission or required to be retained by the Company under pursuant to Rule 433 under the Securities Act433; provided that the prior written consent of the Underwriters hereto Representatives shall be deemed to have been given in respect of each free writing prospectuses the Issuer General Use Free Writing Prospectuses, if any, listed on Schedule B heretoExhibit F hereto and, to any electronic road show in the form previously provided by the Company to and approved by the Representatives. Any such free writing prospectus consented to by the Underwriters or deemed to have been consented to as aforesaid is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents, warrants and agrees that (i) it has treated and will treat, as the case may be, treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus“issuer free writing prospectus,” as defined in Rule 433, and (ii) has complied and will comply, as the case may be, comply with the requirements of Rules 164 and Rule 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the CommissionCommission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit F hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Company represents that it has not made, and agrees that, unless it obtains the prior written consent of the UnderwritersRepresentatives, it will not make, any offer relating to the Offered Securities Shares that constitutes or would constitute an Issuer Free Writing Prospectus or that otherwise constitutes or would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under of the Securities Act) or a portion thereof required to be filed by the Company with the Commission or retained by the Company under Rule 433 under of the Securities Act; provided that the prior written consent of the Underwriters Representatives hereto shall be deemed to have been given in respect of each free writing prospectuses listed on the Free Writing Prospectuses included in Schedule B heretohereto and any electronic road show. Any such free writing prospectus consented to by the Underwriters 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) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.

Permitted Free Writing Prospectuses. The Company represents that it has not made, and agrees that, unless it obtains the prior written consent of the UnderwritersRepresentative, it will not make, any offer relating to the Offered Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in 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 the prior written consent of the Underwriters Representative hereto shall be deemed to have been given in respect of each free writing prospectuses listed on Schedule B hereto. Any such free writing prospectus consented to by the Underwriters 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) has complied and will comply, as the case may be, with the requirements of 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.

Permitted Free Writing Prospectuses. The Company represents that it has not made, and agrees that, unless it obtains the prior written consent of the UnderwritersRepresentative, it will not make, any offer relating to the Offered Securities Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in 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 the prior written consent of the Underwriters Representative hereto shall be deemed to have been given in respect of each free writing prospectuses listed on Schedule B hereto. Any such free writing prospectus consented to by the Underwriters 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) has complied and will comply, as the case may be, with the requirements of 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.

Permitted Free Writing Prospectuses. The Company represents that it has not maderepresents, warrants and agrees that, unless it obtains the prior written consent of the UnderwritersPlacement Agent or is acting under advice of counsel in order to comply with applicable securities laws, and the Placement Agent represents, warrants and agrees that, unless it obtains the prior consent of the Company, it has not made and will not make, make any offer relating to the Offered Securities that would constitute an Issuer Free Writing Prospectus Prospectus, or that would otherwise constitute a “free writing prospectus,” (as defined in 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 the prior written consent of the Underwriters hereto shall be deemed to have been given in respect of each free writing prospectuses listed on Schedule B heretoCommission. Any such free writing prospectus consented to by the Underwriters Placement Agent or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees represents and warrants that (i) it has treated and agrees that it will treat, as the case may be, treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus“issuer free writing prospectus,” as defined in Rule 433 under the Securities Act, and (ii) has complied and will comply, as the case may be, comply with the requirements of Rules 164 and Rule 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the CommissionCommission where required, legending and record keeping.

Permitted Free Writing Prospectuses. The Company represents that it has not made, and agrees that, unless it obtains the prior written consent of the UnderwritersRepresentatives, it will not make, any offer relating to the Offered Securities Shares that constitutes or would constitute an Issuer Free Writing Prospectus or that otherwise constitutes or would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under of the Securities Act) or a portion thereof required to be filed by the Company with the Commission or retained by the Company under Rule 433 under of the Securities Act; provided that the prior written consent of the Underwriters Representatives hereto shall be deemed to have been given in respect of each free writing prospectuses listed on the Free Writing Prospectuses included in Schedule B C hereto. Any such free writing prospectus consented to by the Underwriters 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) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.

Permitted Free Writing Prospectuses. The Company represents that it has not made, and agrees that, unless it obtains the prior written consent of the Underwriters, it will not make, any offer relating to the Offered Securities ADSs that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in 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 the prior written consent of the Underwriters hereto shall be deemed to have been given in respect of each free writing prospectuses listed on Schedule B hereto. Any such free writing prospectus consented to by the Underwriters 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) has complied and will comply, as the case may be, with the requirements of 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.

Permitted Free Writing Prospectuses. The Company represents that it has not made, and agrees that, unless it obtains the prior written consent of the UnderwritersRepresentatives, it will not make, any offer relating to the Offered Securities Shares that constitutes or would constitute an Issuer Free Writing Prospectus or that otherwise constitutes or would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the Securities Act) or a portion thereof required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Securities Act; provided that the prior written consent of the Underwriters Representatives hereto shall be deemed to have been given in respect of each free writing prospectuses listed on the Free Writing Prospectuses included in Schedule B heretohereto and any electronic road show. Any such free writing prospectus consented to by the Underwriters 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) has complied and will comply, as the case may be, with the requirements of 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.

Permitted Free Writing Prospectuses. The Company and the Operating Partnership each represents that it has not made, and agrees that, unless it obtains the prior written consent of the UnderwritersRepresentatives, it will not make, any offer relating to the Offered Securities that constitutes or would constitute an Issuer Free Writing Prospectus or that otherwise constitutes or would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under of the Securities Act) or a portion thereof required to be filed by the Company or the Operating Partnership with the Commission or retained by the Company or the Operating Partnership under Rule 433 under of the Securities Act; provided that the prior written consent of the Underwriters Representatives hereto shall be deemed to have been given in respect of each free writing prospectuses listed on the Free Writing Prospectuses included in Schedule B heretohereto and any electronic road show. Any such free writing prospectus consented to by the Underwriters Representatives is hereinafter referred to as a “Permitted Free Writing Prospectus.” ”. The Company and the Operating Partnership each 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) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.

Permitted Free Writing Prospectuses. The Company represents that it has not made, and agrees that, it has not made other than with the consent or knowledge of the underwriter and unless it obtains the prior written consent of the Underwriters, it will not make, any offer relating to the Offered Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in 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 the prior written consent of the Underwriters hereto shall be deemed to have been given in respect of each free writing prospectuses listed on Schedule B hereto. Any such free writing prospectus consented to by the Underwriters 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) has complied and will comply, as the case may be, with the requirements of 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.

Permitted Free Writing Prospectuses. The Company represents represents, warrants and agrees that it has not made, and agrees thatmade and, unless it obtains the prior written consent of the UnderwritersRepresentatives, it will not make, any offer relating to the Offered Securities that constitutes or would constitute an Issuer Free Writing Prospectus “issuer free writing prospectus” (as defined in Rule 433) or that otherwise constitutes or would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the Securities Act405) or portion thereof required to be filed by the Company with the Commission or required to be retained by the Company under pursuant to Rule 433 under the Securities Act433; provided that the prior written consent of the Underwriters hereto Representatives shall be deemed to have been given in respect of each free writing prospectuses the Issuer General Use Free Writing Prospectuses, if any, listed on Schedule B heretoExhibit H hereto and, to any electronic road show in the form previously provided by the Company to and approved by the Representatives. Any such free writing prospectus consented to by the Underwriters or deemed to have been consented to as aforesaid is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents, warrants and agrees that (i) it has treated and will treat, as the case may be, treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus“issuer free writing prospectus,” as defined in Rule 433, and (ii) has complied and will comply, as the case may be, comply with the requirements of Rules 164 and Rule 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the CommissionCommission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit H hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Company represents that it has not made, and agrees that, unless it obtains the prior written consent of the UnderwritersUnderwriter, it will not make, any offer relating to the Offered Securities Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in 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 the prior written consent of the Underwriters Underwriter hereto shall be deemed to have been given in respect of each free writing prospectuses listed on Schedule B A hereto. Any such free writing prospectus consented to by the Underwriters 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) has complied and will comply, as the case may be, with the requirements of 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.

Permitted Free Writing Prospectuses. The Company represents that it has not made, and agrees that, unless it obtains the prior written consent of the UnderwritersRepresentatives, and each Underwriter, severally and not jointly, represents that it has not made, and agrees with the Company that, unless it obtains the prior written consent of the Company, it will not make, any offer relating to the Offered Securities Mortgage Bonds that would constitute an Issuer Free Writing Prospectus “issuer free writing prospectus” or that would otherwise constitute a “free writing prospectus” (as those terms are defined in Rule 405 under the Securities Act405) required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Securities Act433; provided that the prior written consent of the Underwriters hereto Representatives shall be deemed to have been given in respect of each free writing prospectuses listed on Schedule B the Issuer General Use Free Writing Prospectuses and the Issuer Limited Use Free Writing Prospectuses identified in Annex I hereto. Any such free writing prospectus consented to by the Underwriters Representatives is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that it has (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, Prospectus and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.

Permitted Free Writing Prospectuses. The Company represents that it has not made, and agrees that, unless it obtains the prior written consent of the Underwriters, it will not make, any offer relating to the Offered Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in 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 the prior written consent of the Underwriters hereto shall be deemed to have been given in respect of each free writing prospectuses listed on Schedule B C hereto. Any such free writing prospectus consented to by the Underwriters 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) has complied and will comply, as the case may be, with the requirements of 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.

Permitted Free Writing Prospectuses. The Company represents that it has not made, and agrees that, unless it obtains the prior written consent of the UnderwritersRepresentative, it will not make, any offer relating to the Offered Securities Shares that constitutes or would constitute an Issuer Free Writing Prospectus or that otherwise constitutes or would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under of the Securities Act) or a portion thereof required to be filed by the Company with the Commission or retained by the Company under Rule 433 under of the Securities Act; provided that the prior written consent of the Underwriters Representative hereto shall be deemed to have been given in respect of each free writing prospectuses listed on the Free Writing Prospectus included in Schedule B hereto. Any such free writing prospectus consented to by the Underwriters 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) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.

Permitted Free Writing Prospectuses. The Company represents that it has not made, and agrees that, unless it obtains the prior written consent of the UnderwritersRepresentatives, and each Underwriter, severally and not jointly, represents that it has not made, and agrees with the Company that, unless it obtains the prior written consent of the Company, it will not make, any offer relating to the Offered Securities Bonds that would constitute an Issuer Free Writing Prospectus “issuer free writing prospectus” or that would otherwise constitute a “free writing prospectus” (as those terms are defined in Rule 405 under the Securities Act405) required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Securities Act433; provided that the prior written consent of the Underwriters hereto Representatives shall be deemed to have been given in respect of each free writing prospectuses listed on Schedule B the Issuer General Use Free Writing Prospectuses and the Issuer Limited Use Free Writing Prospectuses identified in Annex I hereto. Any such free writing prospectus consented to by the Underwriters Representatives is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that it has (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, Prospectus and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.

Permitted Free Writing Prospectuses. The Company represents that it has not maderepresents, warrants and agrees that, unless it obtains the prior written consent of the UnderwritersPlacement Agent or is acting under advice of counsel in order to comply with applicable securities laws, and the Placement Agent represents, warrants and agrees that, unless it obtains the prior consent of the Company, it has not made and will not make, make any offer relating to the Offered Securities that would constitute an Issuer Free Writing Prospectus Prospectus, or that would otherwise constitute a “free writing prospectus,” (as defined in 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 the prior written consent of the Underwriters hereto shall be deemed to have been given in respect of each free writing prospectuses listed on Schedule B heretoCommission. Any such free writing prospectus consented to by the Underwriters Placement Agent or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees represents and warrants that (i) it has treated and agrees that it will treat, as the case may be, treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus“issuer free writing prospectus,” as defined in Rule 433 under the Securities Act, and (ii) has complied and will comply, as the case may be, comply with the requirements of Rules 164 and Rule 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the CommissionCommission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit G hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Company represents that it has not made, and agrees that, (i) unless it obtains the prior written consent of the UnderwritersRepresentative and (ii) is not an “ineligible issuer” (as defined in Rule 405 of the Securities Act, it will not make, any offer relating to the Offered Securities Units that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under of the Securities Act) required to be filed by the Company with the Commission or retained by the Company under Rule 433 under of the Securities Act; provided that the prior written consent of the Underwriters hereto shall be deemed to have been given in respect of each free writing prospectuses listed on Schedule B hereto. Any such free writing prospectus consented to by the Underwriters Representative is hereinafter referred to as a “Permitted Free Writing Prospectus.” and shall be included in Schedule B hereto. 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) has complied and will comply, as the case may be, with the requirements of Rules 164 164, 405 and 433 under of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.

Permitted Free Writing Prospectuses. The Company represents that it has not made, and agrees that, unless it obtains the prior written consent of the UnderwritersRepresentatives, and each Underwriter, severally and not jointly, represents that it has not made, and agrees with the Company that, unless it obtains the prior written consent of the Company, it will not make, any offer relating to the Offered Securities Senior Notes that would constitute an Issuer Free Writing Prospectus “issuer free writing prospectus” or that would otherwise constitute a “free writing prospectus” (as those terms are defined in Rule 405 under of the Securities Act) required to be filed by the Company with the Commission or retained by the Company under Rule 433 under of the Securities Act; provided that the prior written consent of the Underwriters hereto Representatives shall be deemed to have been given in respect of each free writing prospectuses listed on Schedule B the Issuer General Use Free Writing Prospectuses included in Annex I hereto. Any such free writing prospectus consented to by the Underwriters 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) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.

Permitted Free Writing Prospectuses. The Company represents that it has not made, and agrees that, unless it obtains the prior written consent of the Underwriters, it will not make, any offer relating to the Offered Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in 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 the prior written consent of the Underwriters hereto shall be deemed to have been given in respect of each free writing prospectuses listed on Schedule B 2 hereto. Any such free writing prospectus consented to by the Underwriters 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) has complied and will comply, as the case may be, with the requirements of 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.

Permitted Free Writing Prospectuses. The Company represents that it has not made, and agrees that, unless it obtains the prior written consent of the UnderwritersRepresentative, it will not make, any offer relating to the Offered Securities Units that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under of the Securities Act) required to be filed by the Company with the Commission or retained by the Company under Rule 433 under of the Securities Act; provided that the prior written consent of the Underwriters Representative hereto shall be deemed to have been given in respect of each free writing prospectuses listed on the Free Writing Prospectuses included in Schedule B hereto. Any such free writing prospectus consented to by the Underwriters 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) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.

Permitted Free Writing Prospectuses. The Company represents that represents, warrants and agrees that, unless it has obtains the prior written consent of Univest (such consent not madeto be unreasonably withheld, conditioned or delayed), and Univest represents, warrants and agrees that, unless it obtains the prior written consent of the UnderwritersCompany (such consent not to be unreasonably withheld, conditioned or delayed), it has not made and will not make, make any offer relating to the Offered Securities Placement Shares that would constitute an Issuer Free Writing Prospectus Prospectus, or that would otherwise constitute a “free writing prospectus,” (as defined in Rule 405 under the Securities Act) 405, required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Securities Act; provided that the prior written consent of the Underwriters hereto shall be deemed to have been given in respect of each free writing prospectuses listed on Schedule B heretoCommission. Any such free writing prospectus consented to by Univest or by the Underwriters Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees represents and warrants that (i) it has treated and agrees that it will treat, as the case may be, treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus“issuer free writing prospectus,” as defined in Rule 433, and (ii) has complied and will comply, as the case may be, comply with the requirements of Rules 164 and Rule 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the CommissionCommission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 23 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Company represents represents, warrants and agrees that it has not made, and agrees thatmade and, unless it obtains the prior written consent of the UnderwritersRepresentatives, it will not make, any offer relating to the Offered Securities that constitutes or would constitute an Issuer Free Writing Prospectus “issuer free writing prospectus” (as defined in Rule 433) or that otherwise constitutes or would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the Securities Act405) or portion thereof required to be filed by the Company with the Commission or required to be retained by the Company under pursuant to Rule 433 under the Securities Act433; provided provided, that the prior written consent of the Underwriters hereto Representatives shall be deemed to have been given in respect of each free writing prospectuses the Issuer General Use Free Writing Prospectuses, if any, listed on Schedule B heretoExhibit H hereto and, to any electronic road show in the form previously provided by the Company to and approved by the Representatives. Any such free writing prospectus consented to by the Underwriters or deemed to have been consented to as aforesaid is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents, warrants and agrees that (i) it has treated and will treat, as the case may be, treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus“issuer free writing prospectus,” as defined in Rule 433, and (ii) has complied and will comply, as the case may be, comply with the requirements of Rules 164 and Rule 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the CommissionCommission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit H hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Company represents that represents, warrants and agrees that, unless it has obtains the prior written consent of Westpark (such consent not madeto be unreasonably withheld, conditioned or delayed), and Westpark represents, warrants and agrees that, unless it obtains the prior written consent of the UnderwritersCompany (such consent not to be unreasonably withheld, conditioned or delayed), it has not made and will not make, make any offer relating to the Offered Securities Placement Shares that would constitute an Issuer Free Writing Prospectus Prospectus, or that would otherwise constitute a “free writing prospectus,” (as defined in Rule 405 under the Securities Act) 405, required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Securities Act; provided that the prior written consent of the Underwriters hereto shall be deemed to have been given in respect of each free writing prospectuses listed on Schedule B heretoCommission. Any such free writing prospectus consented to by Westpark or by the Underwriters Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees represents and warrants that (i) it has treated and agrees that it will treat, as the case may be, treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus“issuer free writing prospectus,” as defined in Rule 433, and (ii) has complied and will comply, as the case may be, comply with the requirements of Rules 164 and Rule 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the CommissionCommission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 23 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Company represents Partnership represents, warrants and agrees that it has not made, and agrees thatmade and, unless it obtains the prior written consent of the UnderwritersRepresentatives, it will not make, any offer relating to the Offered Securities that constitutes or would constitute an Issuer Free Writing Prospectus “issuer free writing prospectus” (as defined in Rule 433) or that otherwise constitutes or would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the Securities Act405) or portion thereof required to be filed by the Company with the Commission or required to be retained by the Company under Partnership pursuant to Rule 433 under the Securities Act433; provided that the prior written consent of the Underwriters hereto Representatives shall be deemed to have been given in respect of each free writing prospectuses the Issuer General Use Free Writing Prospectuses, if any, listed on Schedule B heretoExhibit G hereto and, to any electronic road show in the form previously provided by the Partnership to and approved by the Representatives. Any such free writing prospectus consented to by the Underwriters or deemed to have been consented to as aforesaid is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company Partnership represents, warrants and agrees that (i) it has treated and will treat, as the case may be, treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus“issuer free writing prospectus,” as defined in Rule 433, and (ii) has complied and will comply, as the case may be, comply with the requirements of Rules 164 and Rule 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the CommissionCommission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit G hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Company represents represents, warrants and agrees that it has not made, and agrees thatmade and, unless it obtains the prior written consent of the UnderwritersRepresentatives, it will not make, any offer relating to the Offered Securities that constitutes or would constitute an Issuer Free Writing Prospectus “issuer free writing prospectus” (as defined in Rule 433) or that otherwise constitutes or would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the Securities Act405) or portion thereof required to be filed by the Company with the Commission or required to be retained by the Company under pursuant to Rule 433 under the Securities Act433; provided that the prior written consent of the Underwriters hereto Representatives shall be deemed to have been given in respect of each free writing prospectuses the Issuer General Use Free Writing Prospectuses, if any, listed on Schedule B heretoExhibit E hereto and, to any electronic road show in the form previously provided by the Company to and approved by the Representatives. Any such free writing prospectus consented to by the Underwriters or deemed to have been consented to as aforesaid is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents, warrants and agrees that (i) it has treated and will treat, as the case may be, treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus“issuer free writing prospectus” (as defined in Rule 433), and (ii) has complied and will comply, as the case may be, comply with the requirements of Rules 164 and Rule 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the CommissionCommission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit E hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Company represents that it has not maderepresents, warrants and agrees that, unless it obtains the prior written consent of the UnderwritersPlacement Agents or is acting under advice of counsel in order to comply with applicable securities laws, and the Placement Agents represents, warrants and agrees that, unless it obtains the prior consent of the Company, it has not made and will not make, make any offer relating to the Offered Securities that would constitute an Issuer Free Writing Prospectus Prospectus, or that would otherwise constitute a “free writing prospectus,” (as defined in 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 the prior written consent of the Underwriters hereto shall be deemed to have been given in respect of each free writing prospectuses listed on Schedule B heretoCommission. Any such free writing prospectus consented to by the Underwriters Placement Agents or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees represents and warrants that (i) it has treated and agrees that it will treat, as the case may be, treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus“issuer free writing prospectus,” as defined in Rule 433 under the Securities Act, and (ii) has complied and will comply, as the case may be, comply with the requirements of Rules 164 and Rule 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the CommissionCommission where required, legending and record keeping.

Permitted Free Writing Prospectuses. The Company and the Operating Partnership represents and agrees that it has not made, and agrees thatmade and, unless it obtains the prior written consent of the UnderwritersAgents, it will shall not make, any offer relating to the Offered Securities Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under of the Securities Act) Rules and Regulations, which is required to be filed by the Company with the Commission or retained by the Company under Rule 433 under of the Securities ActRules and Regulations; provided that the prior written consent of the Underwriters Agents hereto shall be deemed to have been given in respect of each of the free writing prospectuses listed on set forth in Schedule B 3 hereto. Any such free writing prospectus consented to by the Underwriters Agents is hereinafter herein referred to as a “Permitted Free Writing Prospectus.” The Company represents and agrees that (i) it has treated and will shall treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, a “free writing prospectus” as defined in Rule 405 of the Rules and Regulations and (ii) it has complied and will shall comply, as the case may be, with the requirements of Rules 164 and 433 under of the Securities Act applicable to any Permitted Free Writing Prospectus, including including, without limitation, in respect of timely filing with the Commission, legending and record keeping. The Company agrees not to take any action that would result in the Agents or the Company being required to file pursuant to Rule 433(d) under the Act a free writing prospectus prepared by or on behalf of the Agents that the Agents otherwise would not have been required to file thereunder.

Permitted Free Writing Prospectuses. The Company represents that it has not made, and agrees that, unless it obtains the prior written consent of the UnderwritersUnderwriter, it will not make, any offer relating to the Offered Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in 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 the prior written consent of the Underwriters Underwriter hereto shall be deemed to have been given in respect of each free writing prospectuses listed on Schedule B hereto. Any such free writing prospectus consented to by the Underwriters 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) has complied and will comply, as the case may be, with the requirements of 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.

Permitted Free Writing Prospectuses. The Company represents that it has not made, and agrees that, unless it obtains the prior written consent of the Underwriters, and each Underwriter agrees that, unless it obtains the prior written consent of the Company, it will not make, make any offer relating to the Offered Securities that would constitute an Issuer Free Writing Prospectus “issuer free writing prospectus” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” (as defined in Rule 405 under of 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; Commission; provided that the prior written consent of the Underwriters hereto or the Company, as the case may be, shall be deemed to have been given in respect of each free writing prospectuses any Issuer General Use Free Writing Prospectuses listed on in Schedule B II hereto. Any such free writing prospectus consented to by the Underwriters or the Company and the Underwriters, as the case may be, 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“issuer free writing prospectus,” as defined in Rule 433, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.

Permitted Free Writing Prospectuses. The Company represents that it has not made, and agrees that, unless it obtains the prior written consent of the UnderwritersRepresentatives, it will not make, any offer relating to the Offered Securities Shares that constitutes or would constitute an Issuer Free Writing Prospectus issuer free writing prospectus (as defined in Rule 433(h) of the Securities Act) or that otherwise constitutes or would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under of the Securities Act) or a portion thereof required to be filed by the Company with the Commission or retained by the Company under Rule 433 under of the Securities Act; provided that the prior written consent of the Underwriters Representatives hereto shall be deemed to have been given in respect of each free writing prospectuses listed on the Issuer Free Writing Prospectuses, if any, identified in Schedule B C hereto. Any such free writing prospectus consented to by the Underwriters 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 Prospectusissuer free writing prospectus (as defined in Rule 433(h) of the Securities Act), and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.

Permitted Free Writing Prospectuses. The Company represents that it has not made, and agrees that, unless it obtains the prior written consent of the Underwriters, it will not make, any offer relating to the Offered Securities Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in 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 the prior written consent of the Underwriters hereto shall be deemed to have been given in respect of each free writing prospectuses listed on Schedule B A hereto. Any such free writing prospectus consented to by the Underwriters 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) has complied and will comply, as the case may be, with the requirements of 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.

Permitted Free Writing Prospectuses. The Company represents that it has not made, and agrees that, unless it obtains has or shall have obtained the prior written consent of the UnderwritersRepresentatives, and each Underwriter, severally and not jointly, agrees with the Company that, unless it has or shall have obtained, as the case may be, the prior written consent of the Company, it has not made and will not make, make any offer relating to the Offered Securities Notes that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the Securities Act405) required to be filed by the Company with the Commission or retained by the Company under Rule 433 under 433, other than a free writing prospectus containing the Securities Actinformation contained in the final term sheet prepared and filed pursuant to Section 3(b) hereto; provided that the prior written consent of the Underwriters parties hereto shall be deemed to have been given in respect of each free writing prospectuses listed on the Free Writing Prospectuses included in Schedule B heretoC hereto and any electronic road show; and provided further that the Underwriters are authorized to use the information with respect to the final terms of the Notes in communications conveying customary information relating to the offering to investors. Any such free writing prospectus consented to by the Underwriters Representatives or the Company is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that (ix) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, Prospectus and (iiy) it has complied and will comply, as the case may be, with the requirements of 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.

Permitted Free Writing Prospectuses. The Company represents that it has not made, and agrees that, unless it obtains the prior written consent of the UnderwritersRepresentatives, it will not make, any offer relating to the Offered Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under of the Securities Act) required to be filed by the Company with the Commission or retained by the Company under Rule 433 under of the Securities Act; provided that the prior written consent of the Underwriters hereto shall be deemed to have been given in respect of each free writing prospectuses listed on Schedule B heretoany Issuer Free Writing Prospectuses identified in Annex I and Annex III to this Agreement. Any such free writing prospectus consented to or deemed to be consented to by the Underwriters 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) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.

Permitted Free Writing Prospectuses. The Company represents Each of the Trust and the Company, severally and not jointly, represents, warrants and agrees that it has not made, and agrees thatmade and, unless it obtains the prior written consent of the UnderwritersRepresentatives, it will not make, any offer relating to the Offered Securities that constitutes or would constitute an Issuer Free Writing Prospectus “issuer free writing prospectus” (as defined in Rule 433) or that otherwise constitutes or would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the Securities Act405) or portion thereof required to be filed by the Company with the Commission or required to be retained by the Company under Trust pursuant to Rule 433 under the Securities Act433; provided that the prior written consent of the Underwriters hereto Representatives shall be deemed to have been given in respect of each free writing prospectuses the Issuer General Use Free Writing Prospectuses, if any, listed on Schedule B Exhibit I hereto, to any electronic road show in the form previously provided by the Trust and the Company to and approved by the Representatives. Any such free writing prospectus consented to by the Underwriters or deemed to have been consented to as aforesaid is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Each of the Company and the Trust warrants and agrees that (i) it has treated and will treat, as the case may be, treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus“issuer free writing prospectus,” as defined in Rule 433, and (ii) has complied and will comply, as the case may be, comply with the requirements of Rules 164 and Rule 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the CommissionCommission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit I hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Company represents and agrees that it has not made, and agrees thatmade and, unless it obtains the prior written consent of the UnderwritersAgents, it will shall not make, any offer relating to the Offered Securities Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under of the Securities Act) Rules and Regulations, which is required to be filed by the Company with the Commission or retained by the Company under Rule 433 under of the Securities ActRules and Regulations; provided that the prior written consent of the Underwriters Agents hereto shall be deemed to have been given in respect of each of the free writing prospectuses listed on set forth in Schedule B 3 hereto. Any such free writing prospectus consented to by the Underwriters Agents is hereinafter herein referred to as a “Permitted Free Writing Prospectus.” The Company represents and agrees that (i) it has treated and will shall treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, a “free writing prospectus” as defined in Rule 405 of the Rules and Regulations and (ii) it has complied and will shall comply, as the case may be, with the requirements of Rules 164 and 433 under of the Securities Act applicable to any Permitted Free Writing Prospectus, including including, without limitation, in respect of timely filing with the Commission, legending and record keeping. The Company agrees not to take any action that would result in the Agents or the Company being required to file pursuant to Rule 433(d) under the Act a free writing prospectus prepared by or on behalf of the Agents that the Agents otherwise would not have been required to file thereunder.

Permitted Free Writing Prospectuses. The Company represents represents, warrants and agrees that it has not made, and agrees thatmade and, unless it obtains the prior written consent of the UnderwritersUnderwriter, it will not make, any offer relating to the Offered Securities that constitutes or would constitute an Issuer Free Writing Prospectus “issuer free writing prospectus” (as defined in Rule 433) or that otherwise constitutes or would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the Securities Act405) or portion thereof required to be filed by the Company with the Commission or required to be retained by the Company under pursuant to Rule 433 under the Securities Act433; provided that the prior written consent of the Underwriters hereto Underwriter shall be deemed to have been given in respect of each free writing prospectuses the Issuer General Use Free Writing Prospectuses, if any, listed on Schedule B heretoExhibit H hereto and, to any electronic road show in the form previously provided by the Company to and approved by the Underwriter. Any such free writing prospectus consented to by the Underwriters or deemed to have been consented to as aforesaid is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents, warrants and agrees that (i) it has treated and will treat, as the case may be, treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus“issuer free writing prospectus,” as defined in Rule 433, and (ii) has complied and will comply, as the case may be, comply with the requirements of Rules 164 and Rule 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the CommissionCommission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit H hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Company represents that it has not made, and agrees that, unless it obtains the prior written consent of the Underwriters, it will not make, any offer relating to the Offered Securities Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in 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 the prior written consent of the Underwriters hereto shall be deemed to have been given in respect of each free writing prospectuses listed on Schedule B hereto. Any such free writing prospectus consented to by the Underwriters 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) has complied and will comply, as the case may be, with the requirements of 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.

Permitted Free Writing Prospectuses. The Each of the Company represents that it has not madeand the Operating Partnership represents, warrants and agrees that, unless it obtains the prior written consent of the UnderwritersSales Agents, the Forward Sellers and the Forward Purchasers, and each Sales Agent and each Forward Seller, represents, warrants and agrees that, unless it obtains the prior consent of the Company, it has not made and will not make, make any offer relating to the Offered Securities that would constitute an Issuer Free Writing Prospectus Prospectus, or that would otherwise constitute a “free writing prospectus,” (as defined in Rule 405 under the Securities Act) 405, required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Securities Act; provided that the prior written consent of the Underwriters hereto shall be deemed to have been given in respect of each free writing prospectuses listed on Schedule B heretoCommission. Any such free writing prospectus consented to by the Underwriters Sales Agents or Forward Sellers and the Forward Purchasers, as applicable, or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees represents and warrants that (i) it has treated and agrees that it will treat, as the case may be, treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus“issuer free writing prospectus,” as defined in Rule 433, and (ii) has complied and will comply, as the case may be, comply with the requirements of Rules 164 and Rule 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the CommissionCommission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit F hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Company represents that it has not made, and agrees that, unless it obtains the prior written consent of the UnderwritersRepresentatives, and each Underwriter agrees that, unless it obtains the prior written consent of the Company, it will not make, make any offer relating to the Offered Securities that would constitute an Issuer Free Writing Prospectus “issuer free writing prospectus” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” (as defined in Rule 405 under of the Securities 1933 Act) , required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Securities ActCommission; provided that the prior written consent of the Underwriters hereto Representatives or the Company, as the case may be, shall be deemed to have been given in respect of each free writing prospectuses any Issuer General Use Free Writing Prospectuses listed on in Schedule B II hereto. Any such free writing prospectus consented to by the Underwriters Representatives or the Company and the Representatives, as the case may be, 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“issuer free writing prospectus,” as defined in Rule 433, and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under of the Securities 1933 Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.

Permitted Free Writing Prospectuses. The Company represents that it has not made, and agrees that, unless it obtains the prior written consent of the UnderwritersRepresentatives, it will not make, any offer relating to the Offered Securities Shares that constitutes or would constitute an Issuer Free Writing Prospectus or that otherwise constitutes or would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under of the Securities Act) or a portion thereof required to be filed by the Company with the Commission or retained by the Company under Rule 433 under of the Securities Act; provided that the prior written consent of the Underwriters Representatives hereto shall be deemed to have been given in respect of each free writing prospectuses listed on the Free Writing Prospectuses included in Schedule B heretoC hereto and any electronic road show. Any such free writing prospectus consented to by the Underwriters 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) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.

Permitted Free Writing Prospectuses. The Company represents that it has not made, and agrees that, unless it obtains the prior written consent of the Underwriters, it will not make, any offer relating to the Offered Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in 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 the prior written consent of the Underwriters hereto shall be deemed to have been given in respect of each free writing prospectuses listed on Schedule B A hereto. Any such free writing prospectus consented to by the Underwriters 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) has complied and will comply, as the case may be, with the requirements of 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.

Permitted Free Writing Prospectuses. The Company represents and agrees that it has not made, and agrees thatmade and, unless it obtains the prior written consent of the UnderwritersAgents and the Forward Purchasers, it will shall not make, any offer relating to the Offered Securities Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under of the Securities Act) Rules and Regulations, which is required to be filed by the Company with the Commission or retained by the Company under Rule 433 under of the Securities ActRules and Regulations; provided that the prior written consent of the Underwriters Agents and the Forward Purchasers hereto shall be deemed to have been given in respect of each of the free writing prospectuses listed on set forth in Schedule B 3 hereto. Any such free writing prospectus consented to by the Underwriters Agents and the Forward Purchasers is hereinafter herein referred to as a “Permitted Free Writing Prospectus.” The Company represents and agrees that (i) it has treated and will shall treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, a “free writing prospectus” as defined in Rule 405 of the Rules and Regulations and (ii) it has complied and will shall comply, as the case may be, with the requirements of Rules 164 and 433 under of the Securities Act applicable to any Permitted Free Writing Prospectus, including including, without limitation, in respect of timely filing with the Commission, legending and record keeping. The Company agrees not to take any action that would result in the Agents, the Forward Purchasers or the Company being required to file pursuant to Rule 433(d) under the Act a free writing prospectus prepared by or on behalf of the Agents or the Forward Purchasers that the Agents or the Forward Purchasers otherwise would not have been required to file thereunder.

Permitted Free Writing Prospectuses. The Company represents that it has not made, and agrees that, unless it obtains the prior written consent of the UnderwritersWSI, it will not make, any offer relating to the Offered Securities Shares that constitutes or would constitute an Issuer Free Writing Prospectus or that otherwise constitutes or would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the Securities Act) or a portion thereof required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Securities Act; provided that the prior written consent of the Underwriters WSI hereto shall be deemed to have been given in respect of each free writing prospectuses listed on the Free Writing Prospectuses included in Schedule B heretohereto and any electronic road show. Any such free writing prospectus consented to by the Underwriters WSI 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) has complied and will comply, as the case may be, with the requirements of 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.

Permitted Free Writing Prospectuses. The Company represents that it has not made, and agrees that, unless it obtains the prior written consent of the UnderwritersRepresentative, it will not make, any offer relating to the Offered Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under of the Securities Act) required to be filed by the Company with the Commission or retained by the Company under Rule 433 under of the Securities Act; provided that the prior written consent of the Underwriters Representative hereto shall be deemed to have been given in respect of each free writing prospectuses listed on the Free Writing Prospectuses included in Schedule B hereto. Any such free writing prospectus consented to by the Underwriters 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) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.

Permitted Free Writing Prospectuses. The Company Partnership represents and agrees that it has not made, and agrees thatmade and, unless it obtains the prior written consent of the UnderwritersManagers, it will shall not make, any offer relating to the Offered Securities Units that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under of the Securities Act) Rules and Regulations, which is required to be filed by the Company with the Commission or retained by the Company Partnership under Rule 433 under of the Securities ActRules and Regulations; provided that the prior written consent of the Underwriters Managers hereto shall be deemed to have been given in respect of each of the free writing prospectuses listed on set forth in Schedule B 4 hereto. Any such free writing prospectus consented to by the Underwriters Managers is hereinafter herein referred to as a “Permitted Free Writing Prospectus.” The Company Partnership represents and agrees that (i) it has treated and will shall treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, a “free writing prospectus” as defined in Rule 405 of the Rules and Regulations and (ii) it has complied and will shall comply, as the case may be, with the requirements of Rules 164 and 433 under of the Securities Act applicable to any Permitted Free Writing Prospectus, including including, without limitation, in respect of timely filing with the Commission, legending and record keeping. The Partnership agrees not to take any action that would result in the Managers or the Partnership being required to file pursuant to Rule 433(d) under the Act a free writing prospectus prepared by or on behalf of the Managers that they otherwise would not have been required to file thereunder.

Permitted Free Writing Prospectuses. The Company represents and agrees that it has not made, and agrees thatmade and, unless it obtains the prior written consent of the UnderwritersAgents, it will shall not make, any offer relating to the Offered Securities Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under of the Securities Act) Rules and Regulations, which is required to be filed by the Company with the Commission or retained by the Company under Rule 433 under of the Securities ActRules and Regulations; provided that the prior written consent of the Underwriters Agents hereto shall be deemed to have been given in respect of each of the free writing prospectuses listed on set forth in Schedule B 3 hereto. Any such free writing prospectus consented to by the Underwriters Agents is hereinafter herein referred to as a “Permitted Free Writing Prospectus.” The Company represents and agrees that (i) it has treated and will shall treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, a “free writing prospectus” as defined in Rule 405 of the Rules and Regulations and (ii) it has complied and will shall comply, as the case may be, with the requirements of Rules 164 and 433 under of the Securities Act applicable to any Permitted Free Writing Prospectus, including including, without limitation, in respect of timely filing with the Commission, legending and record keeping. The Company agrees not to take any action that would result in any Agent or the Company being required to file pursuant to Rule 433(d) under the Act a free writing prospectus prepared by or on behalf of such Agent that such Agent otherwise would not have been required to file thereunder.

Permitted Free Writing Prospectuses. The Company represents that it has not maderepresents, warrants and agrees that, unless it obtains the prior written consent of the UnderwritersPlacement Agent or is acting under advice of counsel in order to comply with applicable securities laws, and the Placement Agent represents, warrants and agrees that, unless it obtains the prior consent of the Company, it has not made and will not make, make any offer relating to the Offered Placement Securities that would constitute an Issuer Free Writing Prospectus Prospectus, or that would otherwise constitute a “free writing prospectus,” (as defined in 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 the prior written consent of the Underwriters hereto shall be deemed to have been given in respect of each free writing prospectuses listed on Schedule B heretoCommission. Any such free writing prospectus consented to by the Underwriters Placement Agent or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees represents and warrants that (i) it has treated and agrees that it will treat, as the case may be, treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus“issuer free writing prospectus,” as defined in Rule 433 under the Securities Act, and (ii) has complied and will comply, as the case may be, comply with the requirements of Rules 164 and Rule 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the CommissionCommission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit F hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Company represents that it has not made, and agrees that, unless it obtains the prior written consent of the UnderwritersRepresentatives, it will not make, any offer relating to the Offered Securities Shares that constitutes or would constitute an Issuer Free Writing Prospectus issuer free writing prospectus (as defined in Rule 433(h) of the Securities Act) or that otherwise constitutes or would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under of the Securities Act) or a portion thereof required to be filed by the Company with the Commission or retained by the Company under Rule 433 under of the Securities Act; provided that the prior written consent of the Underwriters Representatives hereto shall be deemed to have been given in respect of each free writing prospectuses listed on the Issuer Free Writing Prospectuses identified in Schedule B C hereto. Any such free writing prospectus consented to by the Underwriters 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 Prospectusissuer free writing prospectus (as defined in Rule 433(h) of the Securities Act), and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.

Permitted Free Writing Prospectuses. The Company represents and agrees that it has not made, and agrees thatmade and, unless it obtains the prior written consent of the UnderwritersBMOCM, it will shall not make, any offer relating to the Offered Securities Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under of the Securities Act) Rules and Regulations, which is required to be filed by the Company with the Commission or retained by the Company under Rule 433 under of the Securities ActRules and Regulations; provided that the prior written consent of the Underwriters BMOCM hereto shall be deemed to have been given in respect of each of the free writing prospectuses listed on set forth in Schedule B 3 hereto. Any such free writing prospectus consented to by the Underwriters BMOCM is hereinafter herein referred to as a “Permitted Free Writing Prospectus.” The Company represents and agrees that (i) it has treated and will shall treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, a “free writing prospectus” as defined in Rule 405 of the Rules and Regulations and (ii) it has complied and will shall comply, as the case may be, with the requirements of Rules 164 and 433 under of the Securities Act applicable to any Permitted Free Writing Prospectus, including including, without limitation, in respect of timely filing with the Commission, legending and record keeping. The Company agrees not to take any action that would result in BMOCM or the Company being required to file pursuant to Rule 433(d) under the Act a free writing prospectus prepared by or on behalf of BMOCM that BMOCM otherwise would not have been required to file thereunder.

Permitted Free Writing Prospectuses. The Company represents that it has not made, and agrees that, unless it obtains the prior written consent of the Underwriters, and each Underwriter agrees that, unless it obtains the prior consent of the Company and the Underwriters, it has not made and will not make, make any offer relating to the Offered Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in 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 the prior written consent of the Underwriters hereto shall be deemed to have been given in respect of each free writing prospectuses listed on Schedule B hereto1933 Act). Any such free writing prospectus consented to by the Underwriters Company and the Underwriters, 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, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, Prospectus and (ii) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under of the Securities 1933 Act Regulations applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. Notwithstanding the foregoing, the Company consents to the use by any Underwriter of a free writing prospectus that contains only (a)(i) information describing the preliminary terms of the Securities 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 that it has not maderepresents, warrants and agrees that, unless it obtains the prior written consent of X. Xxxxx, which consent shall not be unreasonably withheld, conditioned or delayed, and X. Xxxxx represents, warrants and agrees that, unless it obtains the prior consent of the UnderwritersCompany, which consent shall not be unreasonably withheld, conditioned or delayed, it has not made and will not make, make any offer relating to the Offered Securities Placement Shares that would constitute an Issuer Free Writing Prospectus Prospectus, or that would otherwise constitute a “free writing prospectus,” (as defined in 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 the prior written consent of the Underwriters hereto shall be deemed to have been given in respect of each free writing prospectuses listed on Schedule B heretoCommission. Any such free writing prospectus consented to by X. Xxxxx or by the Underwriters Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees represents and warrants that (i) it has treated and agrees that it will treat, as the case may be, treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus“issuer free writing prospectus,” as defined in Rule 433 under the Securities Act, and (ii) has complied and will comply, as the case may be, comply with the requirements of Rules 164 and Rule 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the CommissionCommission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 23 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Company represents that it has not made, and agrees that, unless it obtains the prior written consent of the UnderwritersPlacement Agent, it will not make, any offer relating to the Offered Securities Units that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in 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 the prior written consent of the Underwriters Placement Agent hereto shall be deemed to have been given in respect of each free writing prospectuses listed on Schedule B A hereto. Any such free writing prospectus consented to by the Underwriters Placement Agent 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) has complied and will comply, as the case may be, with the requirements of 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.

Permitted Free Writing Prospectuses. The Company represents that it has not made, and agrees that, unless it obtains the prior written consent of the Underwriters, it will not make, any offer relating to the Offered Securities Firm Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in 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 the prior written consent of the Underwriters hereto shall be deemed to have been given in respect of each free writing prospectuses listed on Schedule B 2 hereto. Any such free writing prospectus consented to by the Underwriters 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) has complied and will comply, as the case may be, with the requirements of 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.

Permitted Free Writing Prospectuses. The Company Partnership represents and agrees that it has not made, and agrees thatmade and, unless it obtains the prior written consent of the UnderwritersBMOCM, it will shall not make, any offer relating to the Offered Securities Units that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under of the Securities Act) Rules and Regulations, which is required to be filed by the Company with the Commission or retained by the Company Partnership under Rule 433 under of the Securities ActRules and Regulations; provided that the prior written consent of the Underwriters BMOCM hereto shall be deemed to have been given in respect of each of the free writing prospectuses listed on set forth in Schedule B 3 hereto. Any such free writing prospectus consented to by the Underwriters BMOCM is hereinafter herein referred to as a “Permitted Free Writing Prospectus.” The Company Partnership represents and agrees that (i) it has treated and will shall treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, a “free writing prospectus” as defined in Rule 405 of the Rules and Regulations and (ii) it has complied and will shall comply, as the case may be, with the requirements of Rules 164 and 433 under of the Securities Act applicable to any Permitted Free Writing Prospectus, including including, without limitation, in respect of timely filing with the Commission, legending and record keeping. The Partnership agrees not to take any action that would result in BMOCM or the Partnership being required to file pursuant to Rule 433(d) under the Act a free writing prospectus prepared by or on behalf of BMOCM that BMOCM otherwise would not have been required to file thereunder.

Permitted Free Writing Prospectuses. The Company represents that it has not made, and agrees that, unless it obtains the prior written consent of the UnderwritersRepresentative, it will not make, make any offer relating to the Offered Securities Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under of the Securities Act) required to be filed by the Company with the Commission or retained by the Company under Rule 433 under of the Securities Act; provided that the prior written consent of the Underwriters Representative hereto shall be deemed to have been given in respect of each free writing prospectuses listed on the Issuer Free Writing Prospectuses included in Schedule B C hereto. Any such free writing prospectus consented to by the Underwriters 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) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.

Permitted Free Writing Prospectuses. The Company represents that it has not made, and agrees that, unless it obtains the prior written consent of the UnderwritersUnderwriter, it will not make, make any offer relating to the Offered Securities Common Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under of the Securities Act) required to be filed by the Company with the Commission or retained by the Company under Rule 433 under of the Securities Act; provided that the prior written consent of the Underwriters Underwriter hereto shall be deemed to have been given in respect of each free writing prospectuses listed on the Free Writing Prospectuses included in Schedule B 1 hereto. Any such free writing prospectus consented to by the Underwriters 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) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.

Permitted Free Writing Prospectuses. The Company represents Partnership represents, warrants and agrees that it has not made, and agrees thatmade and, unless it obtains the prior written consent of the UnderwritersRepresentatives, it will not make, any offer relating to the Offered Securities that constitutes or would constitute an Issuer Free Writing Prospectus “issuer free writing prospectus” (as defined in Rule 433) or that otherwise constitutes or would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the Securities Act405) or portion thereof required to be filed by the Company with the Commission or required to be retained by the Company under Partnership pursuant to Rule 433 under the Securities Act433; provided that the prior written consent of the Underwriters hereto Representatives shall be deemed to have been given in respect of each free writing prospectuses the Issuer General Use Free Writing Prospectuses, if any, listed on Schedule B heretoExhibit K hereto and to any electronic road show in the form previously provided by the Partnership to and approved by the Representatives. Any such free writing prospectus consented to by the Underwriters or deemed to have been consented to as aforesaid is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company Partnership represents, warrants and agrees that (i) it has treated and will treat, as the case may be, treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus“issuer free writing prospectus,” as defined in Rule 433, and (ii) has complied and will comply, as the case may be, comply with the requirements of Rules 164 and Rule 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the CommissionCommission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit K hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Company represents that it has not made, and agrees that, unless it obtains the prior written consent of the UnderwritersRepresentative, and each Underwriter, severally and not jointly, represents that it has not made, and agrees with the Company that, unless it obtains the prior written consent of the Company, it will not make, any offer relating to the Offered Securities that would constitute an Issuer Free Writing Prospectus “issuer free writing prospectus” or that would otherwise constitute a “free writing prospectus” (as such terms are defined in Rule 405 under the Securities Act405) required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Securities Act433; provided that the prior written consent of the Underwriters hereto Representative shall be deemed to have been given in respect of each free writing prospectuses listed on Schedule B heretothe Issuer General Use Free Writing Prospectuses included in Annex I hereto and any electronic road show relating to the Securities in the form previously provided by the Company to and approved by the Representative. Any such free writing prospectus consented to by the Underwriters 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) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.

Permitted Free Writing Prospectuses. The Company represents that it has not made, and agrees that, (i) unless it obtains the prior written consent of the UnderwritersRepresentative and (ii) is not an “ineligible issuer” (as defined in Rule 405 of the Securities Act), it will not make, any offer relating to the Offered Securities Units that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under of the Securities Act) required to be filed by the Company with the Commission or retained by the Company under Rule 433 under of the Securities Act; provided that the prior written consent of the Underwriters hereto shall be deemed to have been given in respect of each free writing prospectuses listed on Schedule B hereto. Any such free writing prospectus consented to by the Underwriters Representative is hereinafter referred to as a “Permitted Free Writing Prospectus.” and shall be included in Schedule B hereto. 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) has complied and will comply, as the case may be, with the requirements of Rules 164 164, 405 and 433 under of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.

Permitted Free Writing Prospectuses. The Company represents that it has not made, and agrees that, unless it obtains the prior written consent of the UnderwritersRepresentatives, it will not make, any offer relating to the Offered Securities Shares that constitutes or would constitute an Issuer Free Writing Prospectus or that otherwise constitutes or would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under of the Securities ActAct Regulations) or a portion thereof required to be filed by the Company with the Commission or retained by the Company under Rule 433 under of the Securities ActAct Regulations; provided that the prior written consent of the Underwriters Representatives hereto shall be deemed to have been given in respect of each free writing prospectuses listed on the Free Writing Prospectuses included in Schedule B hereto1(b) hereto and any electronic road show. Any such free writing prospectus consented to by the Underwriters 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) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under of the Securities Act Regulations applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.

Permitted Free Writing Prospectuses. The Company represents and agrees that it has not made, and agrees thatmade and, unless it obtains the prior written consent of the UnderwritersRepresentative, it will not make, any offer relating to the Offered Securities Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under of the Securities Act) Rules and Regulations, required to be filed by the Company with the Commission or retained by the Company under Rule 433 under of the Securities ActRules and Regulations; provided that the prior written consent of the Underwriters Representative hereto shall be deemed to have been given in respect of each free writing prospectuses listed on Schedule B heretothe Issuer Free Writing Prospectuses included in Annex I hereto and the Pricing Term Sheet. Any such free writing prospectus consented to by the Underwriters Representative is hereinafter herein 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) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.

Permitted Free Writing Prospectuses. The Company represents that it has not made, and agrees that, unless it obtains the prior written consent of the UnderwritersRepresentatives, it will not make, any offer relating to the Offered Securities Shares that constitutes or would constitute an Issuer Free Writing Prospectus issuer free writing prospectus (as defined in Rule 433(h) of the Securities Act) or that otherwise constitutes or would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under of the Securities Act) or a portion thereof required to be filed by the Company with the Commission or retained by the Company under Rule 433 under of the Securities Act; provided that the prior written consent of the Underwriters Representatives hereto shall be deemed to have been given in respect of each free writing prospectuses listed on the Issuer Free Writing Prospectuses included in Schedule B C hereto. Any such free writing prospectus consented to by the Underwriters 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 Prospectusissuer free writing prospectus (as defined in Rule 433(h) of the Securities Act), and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.

Permitted Free Writing Prospectuses. The Company represents that it has not made, and agrees that, (i) unless it obtains the prior written consent of the UnderwritersRepresentative and (ii) is not an "ineligible issuer" (as defined in Rule 405 of the Securities Act, it will not make, any offer relating to the Offered Securities Units that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under of the Securities Act) required to be filed by the Company with the Commission or retained by the Company under Rule 433 under of the Securities Act; provided that the prior written consent of the Underwriters hereto shall be deemed to have been given in respect of each free writing prospectuses listed on Schedule B hereto. Any such free writing prospectus consented to by the Underwriters Representative is hereinafter referred to as a “Permitted Free Writing Prospectus.” and shall be included in Schedule B hereto. 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) has complied and will comply, as the case may be, with the requirements of Rules 164 164, 405 and 433 under of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.

Permitted Free Writing Prospectuses. The Company represents that it has not made, and agrees that, unless it obtains the prior written consent of the UnderwritersRepresentatives, and each Underwriter, severally and not jointly, represents that it has not made, and agrees with the Company that, unless it obtains the prior written consent of the Company, it will not make, any offer relating to the Offered Securities that would constitute an Issuer Free Writing Prospectus “issuer free writing prospectus” or that would otherwise constitute a “free writing prospectus” (as those terms are defined in Rule 405 under of the Securities Act) required to be filed by the Company with the Commission or retained by the Company under Rule 433 under of the Securities Act; provided that the prior written consent of the Underwriters hereto Representatives shall be deemed to have been given in respect of each free writing prospectuses listed on Schedule B heretothe Issuer General Use Free Writing Prospectuses included in Annex I hereto and the electronic road show recording relating to the Securities. Any such free writing prospectus consented to by the Underwriters 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) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.

Permitted Free Writing Prospectuses. The Company represents that it has not made, and agrees that, unless it obtains the prior written consent of the UnderwritersUnderwriter, it will not make, any offer relating to the Offered Securities Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the Securities Act) Free Writing Prospectus required to be filed by the Company with the Commission or retained by the Company under Rule 433 under of the Securities Act; provided that the prior written consent of the Underwriters Underwriter hereto shall be deemed to have been given in respect of each free writing prospectuses listed on the Free Writing Prospectuses included in Schedule B IV hereto. Any such free writing prospectus Free Writing Prospectus consented to by the Underwriters 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) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.

Permitted Free Writing Prospectuses. The Company represents that it has not made, and agrees that, unless it obtains the prior written consent of the UnderwritersRepresentative, it will not make, any offer relating to the Offered Securities Shares that constitutes or would constitute an Issuer Free Writing Prospectus or that otherwise constitutes or would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under of the Securities Act) or a portion thereof required to be filed by the Company with the Commission or retained by the Company under Rule 433 under of the Securities Act; provided that the prior written consent of the Underwriters Representative hereto shall be deemed to have been given in respect of each free writing prospectuses listed on the Free Writing Prospectuses included in Schedule B hereto. Any such free writing prospectus consented to by the Underwriters 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) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.

Permitted Free Writing Prospectuses. The Company represents represents, warrants and agrees that it has not made, and agrees thatmade and, unless it obtains the prior written consent of the UnderwritersRepresentatives, it will not make, any offer relating to the Offered Securities that constitutes or would constitute an Issuer Free Writing Prospectus “issuer free writing prospectus” (as defined in Rule 433) or that otherwise constitutes or would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the Securities Act405) or portion thereof required to be filed by the Company with the Commission or required to be retained by the Company under pursuant to Rule 433 under the Securities Act433; provided that the prior written consent of the Underwriters hereto Representatives shall be deemed to have been given in respect of each free writing prospectuses the Issuer General Use Free Writing Prospectuses, if any, listed on Schedule B Exhibit I hereto, and to any electronic road show in the form previously provided by the Company to and approved by the Representatives. Any such free writing prospectus consented to by the Underwriters or deemed to have been consented to as aforesaid is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents, warrants and agrees that (i) it has treated and will treat, as the case may be, treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus“issuer free writing prospectus,” as defined in Rule 433, and (ii) has complied and will comply, as the case may be, comply with the requirements of Rules 164 and Rule 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the CommissionCommission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit I hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Company represents that it has not made, and agrees that, unless it obtains the prior written consent of the UnderwritersUnderwriters (which consent shall not be unreasonably withheld), it will not make, any offer relating to the Offered Securities Common Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under of the Securities Act) required to be filed by the Company with the Commission or retained by the Company under Rule 433 under of the Securities Act; provided that the prior written consent of the Underwriters hereto shall be deemed to have been given in respect of each free writing prospectuses listed on the Issuer Free Writing Prospectuses, if any, included in Schedule B hereto. Any such free writing prospectus consented to by the Underwriters 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) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.

Permitted Free Writing Prospectuses. The Company represents that it has not made, and agrees that, unless it obtains the prior written consent of the UnderwritersRepresentatives, and each Underwriter, severally and not jointly, represents that it has not made, and agrees with the Company that, unless it obtains the prior written consent of the Company, it will not make, any offer relating to the Offered Securities Senior Notes that would constitute an Issuer Free Writing Prospectus “issuer free writing prospectus” or that would otherwise constitute a “free writing prospectus” (as those terms are defined in Rule 405 under the Securities Act405) required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Securities Act433; provided that the prior written consent of the Underwriters hereto Representatives shall be deemed to have been given in respect of each free writing prospectuses listed on Schedule B the Issuer General Use Free Writing Prospectuses and the Issuer Limited Use Free Writing Prospectuses identified in Annex I hereto. Any such free writing prospectus consented to by the Underwriters Representatives is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees that it has (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, Prospectus and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.

Permitted Free Writing Prospectuses. The Company represents that it has not made, and agrees that, unless it obtains the prior written consent of the Underwriters, it will not make, any offer relating to the Offered Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in 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 the prior written consent of the Underwriters hereto shall be deemed to have been given in respect of each free writing prospectuses listed on Schedule B hereto. Any such free writing prospectus consented to by the Underwriters 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) has complied and will comply, as the case may be, with the requirements of 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 legend-setting and record keeping.

Permitted Free Writing Prospectuses. The Company represents and each of the Selling Stockholders, severally and not jointly, represents, warrants and agrees that it has not made, and agrees thatmade and, unless it obtains the prior written consent of the UnderwritersRepresentatives, it will not make, any offer relating to the Offered Securities that constitutes or would constitute an Issuer Free Writing Prospectus “issuer free writing prospectus” (as defined in Rule 433) or that otherwise constitutes or would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the Securities Act405) or portion thereof required to be filed by the Company with the Commission or required to be retained by the Company under pursuant to Rule 433 under the Securities Act433; provided that the prior written consent of the Underwriters hereto Representatives shall be deemed to have been given in respect of each free writing prospectuses the Issuer General Use Free Writing Prospectuses, if any, listed on Schedule B heretoExhibit F hereto and to any electronic road show in the form previously provided by the Company to and approved by the Representatives. Any such free writing prospectus consented to by the Underwriters or deemed to have been consented to as aforesaid is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents, warrants and agrees that (i) it has treated and will treat, as the case may be, treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus“issuer free writing prospectus,” as defined in Rule 433, and (ii) has complied and will comply, as the case may be, comply with the requirements of Rules 164 and Rule 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the CommissionCommission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit F hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Company represents that it has not made, and agrees that, unless it obtains the prior written consent of the UnderwritersRepresentatives, it will not make, any offer relating to the Offered Securities Common Shares that constitutes or would constitute an Issuer Free Writing Prospectus or that otherwise constitutes or would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the Securities Act) Free Writing Prospectus or a portion thereof required to be filed by the Company with the Commission or retained by the Company under Rule 433 under of the Securities Act; provided that the prior written consent of the Underwriters Representatives hereto shall be deemed to have been given in respect of each free writing prospectuses listed on the Free Writing Prospectuses included in Schedule B heretoD hereto and any electronic road show. Any such free writing prospectus Free Writing Prospectus consented to by the Underwriters 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) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.

Permitted Free Writing Prospectuses. The Company represents that it has not made, and agrees that, unless it obtains the prior written consent of the UnderwritersRepresentative, it will not make, any offer relating to the Offered Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under of the Securities Act) required to be filed by the Company with the Commission or retained by the Company under Rule 433 under of the Securities Act; provided that the prior written consent of the Underwriters Representative hereto shall be deemed to have been given in respect of each free writing prospectuses listed on the Free Writing Prospectuses included in Schedule B hereto. Any such free writing prospectus consented to by the Underwriters 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) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.

Permitted Free Writing Prospectuses. The Company represents that it has not made, and agrees that, unless it obtains the prior written consent of the UnderwritersUnderwriter, it will not make, any offer relating to the Offered Securities Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in 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 the prior written consent of the Underwriters Underwriter hereto shall be deemed to have been given in respect of each free writing prospectuses listed on Schedule B hereto. Any such free writing prospectus consented to by the Underwriters 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) has complied and will comply, as the case may be, with the requirements of 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.

Permitted Free Writing Prospectuses. The Company represents Partnership represents, warrants and agrees that it has not made, and agrees thatmade and, unless it obtains the prior written consent of the UnderwritersRepresentatives, it will not make, any offer relating to the Offered Securities that constitutes or would constitute an Issuer Free Writing Prospectus “issuer free writing prospectus” (as defined in Rule 433) or that otherwise constitutes or would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the Securities Act405) or portion thereof required to be filed by the Company with the Commission or required to be retained by the Company under Partnership pursuant to Rule 433 under the Securities Act433; provided that the prior written consent of the Underwriters hereto Representatives shall be deemed to have been given in respect of each free writing prospectuses the Issuer General Use Free Writing Prospectuses, if any, listed on Schedule B heretoExhibit G hereto and to any electronic road show in the form previously provided by the Partnership to and approved by the Representatives. Any such free writing prospectus consented to by the Underwriters or deemed to have been consented to as aforesaid is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company Partnership represents, warrants and agrees that (i) it has treated and will treat, as the case may be, treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus“issuer free writing prospectus,” as defined in Rule 433, and (ii) has complied and will comply, as the case may be, comply with the requirements of Rules 164 and Rule 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the CommissionCommission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit G hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Company represents and agrees that it has not made, and agrees thatmade and, unless it obtains the prior written consent of the UnderwritersAgents, it will shall not make, any offer relating to the Offered Securities Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under of the Securities Act) Rules and Regulations, which is required to be filed by the Company with the Commission or retained by the Company under Rule 433 under of the Securities ActRules and Regulations; provided that the prior written consent of the Underwriters Agents hereto shall be deemed to have been given in respect of each of the free writing prospectuses listed on set forth in Schedule B 3 hereto. Any such free writing prospectus consented to by the Underwriters Agents is hereinafter herein referred to as a “Permitted Free Writing Prospectus.” The Company represents and agrees that (i) it has treated and will shall treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, a “free writing prospectus” as defined in Rule 405 of the Rules and Regulations and (ii) it has complied and will shall comply, as the case may be, with the requirements of Rules 164 and 433 under of the Securities Act applicable to any Permitted Free Writing Prospectus, including including, without limitation, in respect of timely filing with the Commission, legending and record keeping. The Company agrees not to take any action that would result in the Agents or the Company being required to file pursuant to Rule 433(d) under the Act 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 that it has not made, and agrees that, unless it obtains the prior written consent of the Underwriters, it will not make, any offer relating to the Offered Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in 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 the prior written consent of the Underwriters hereto shall be deemed to have been given in respect of each free writing prospectuses listed on Schedule B hereto. Any such free writing prospectus consented to by the Underwriters 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) has complied and will comply, as the case may be, with the requirements of 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.

Permitted Free Writing Prospectuses. The Company represents that it has not made, and agrees that, unless it obtains the prior written consent of the UnderwritersRepresentatives, it will not make, any offer relating to the Offered Securities Shares that constitutes or would constitute an Issuer Free Writing Prospectus or that otherwise constitutes or would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under of the Securities Act) or a portion thereof required to be filed by the Company with the Commission or retained by the Company under Rule 433 under of the Securities Act; provided that the prior written consent of the Underwriters Representatives hereto shall be deemed to have been given in respect of each free writing prospectuses listed on the Issuer Free Writing Prospectuses included in Schedule B hereto. Any such free writing prospectus consented to by the Underwriters 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) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.

Permitted Free Writing Prospectuses. The Company represents Each Partnership Party, severally and not jointly, represents, warrants and agrees that it has not made, and agrees thatmade and, unless it obtains the prior written consent of the UnderwritersRepresentatives, it will not make, any offer relating to the Offered Securities Units that constitutes or would constitute an Issuer Free Writing Prospectus “issuer free writing prospectus” (as defined in Rule 433) or that otherwise constitutes or would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the Securities Act405) or portion thereof required to be filed by the Company with the Commission or required to be retained by the Company under Partnership pursuant to Rule 433 under the Securities Act433; provided that the prior written consent of the Underwriters hereto Representatives shall be deemed to have been given in respect of each free writing prospectuses the Issuer General Use Free Writing Prospectuses, if any, listed on Schedule B heretoExhibit G hereto and, to any electronic road show in the form previously provided by the Partnership to and approved by the Representatives. Any such free writing prospectus consented to by the Underwriters or deemed to have been consented to as aforesaid is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company agrees Partnership Parties represent, warrant and agree that (i) it has they have treated and will treat, as the case may be, treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus“issuer free writing prospectus,” as defined in Rule 433, and (ii) has have complied and will comply, as the case may be, comply with the requirements of Rules 164 and Rule 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the CommissionCommission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit G hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Company represents Transaction Parties represent and agree that it has they have not made, and agrees thatmade and, unless it obtains they obtain the prior written consent of the Underwriterseach Manager and each Forward Purchaser, it will shall not make, any offer relating to the Offered Securities Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under of the Securities Act) Rules and Regulations, which is required to be filed by the Company with the Commission or retained by the Company Transaction Parties under Rule 433 under of the Securities ActRules and Regulations; provided that the prior written consent of the Underwriters each Manager and each Forward Purchaser hereto shall be deemed to have been given in respect of each of the free writing prospectuses listed on set forth in Schedule B 3 hereto. Any such free writing prospectus consented to by the Underwriters each Manager and each Forward Purchaser is hereinafter herein referred to as a “Permitted Free Writing Prospectus.” The Company agrees Transaction Parties represent and agree that (i) it has they have treated and will shall treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, a “free writing prospectus” as defined in Rule 405 of the Rules and Regulations and (ii) has they have complied and will shall comply, as the case may be, with the requirements of Rules 164 and 433 under of the Securities Act applicable to any Permitted Free Writing Prospectus, including including, without limitation, in respect of timely filing with the Commission, legending and record keeping. The Transaction Parties agree not to take any action that would result in any Manager, any Forward Purchaser, the Company or the Operating Partnership being required to file pursuant to Rule 433(d) under the Act a free writing prospectus prepared by or on behalf of any Manager or any Forward Purchaser that such Manager or such Forward Purchaser otherwise would not have been required to file thereunder.

Permitted Free Writing Prospectuses. The Company represents that it has not made, and agrees that, unless it obtains the prior written consent of the UnderwritersRepresentative, it will not make, any offer relating to the Offered Securities Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under of the Securities Act) required to be filed by the Company with the Commission or retained by the Company under Rule 433 under of the Securities Act; provided that the prior written consent of the Underwriters Representative hereto shall be deemed to have been given in respect of each free writing prospectuses the Issuer Free Writing Prospectuses listed on in Schedule B heretoD and F hereto and in respect of the electronic road shows previously made available through xxxxxxxxxxx.xxx and xxxxxxxxxxxxxx.xxx. Any such free writing prospectus consented to by the Underwriters 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) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.

Permitted Free Writing Prospectuses. The Company represents that it has not made, and agrees that, unless it obtains the prior written consent of the UnderwritersRepresentatives, it will not make, any offer relating to the Offered Securities Shares that constitutes or would constitute an Issuer Free Writing Prospectus or that otherwise constitutes or would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the Securities Act) or a portion thereof required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Securities Act; provided provided, however, that the prior written consent of the Underwriters Representatives hereto shall be deemed to have been given in respect of each free writing prospectuses listed on the Free Writing Prospectuses included in Schedule B heretoC hereto and any electronic road show. Any such free writing prospectus consented to by the Underwriters 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) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.

Permitted Free Writing Prospectuses. The Company represents that it has not made, and agrees that, unless it obtains the prior written consent of the UnderwritersRepresentative, it will not make, any offer relating to the Offered Securities Shares that constitutes or would constitute an Issuer Free Writing Prospectus or that otherwise constitutes or would otherwise constitute a “"free writing prospectus” " (as defined in Rule 405 under of the Securities Act) or a portion thereof required to be filed by the Company with the Commission or retained by the Company under Rule 433 under of the Securities Act; provided that the prior written consent of the Underwriters Representative hereto shall be deemed to have been given in respect of each free writing prospectuses listed on the Free Writing Prospectuses included in Schedule B heretohereto and any electronic road show. Any such free writing prospectus consented to by the Underwriters 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) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.

Permitted Free Writing Prospectuses. The Company represents that it has not made, and agrees that, unless it obtains the prior written consent of the UnderwritersXxxxxx Xxxxxxx, it will not make, any offer relating to the Offered Securities Shares that constitutes or would constitute an Issuer Free Writing Prospectus or that otherwise constitutes or would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the Securities Act) or a portion thereof required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Securities Act; provided that the prior written consent of the Underwriters Xxxxxx Xxxxxxx hereto shall be deemed to have been given in respect of each free writing prospectuses listed on the Free Writing Prospectuses included in Schedule B heretoC hereto and any electronic road show. Any such free writing prospectus consented to by the Underwriters Xxxxxx Xxxxxxx 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) has complied and will comply, as the case may be, with the requirements of 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.

Permitted Free Writing Prospectuses. The Company represents Partnership represents, warrants and agrees that it has not made, and agrees thatmade and, unless it obtains the prior written consent of the UnderwritersXxxxx Fargo, it will not make, any offer relating to the Offered Securities Units that constitutes or would constitute an Issuer Free Writing Prospectus “issuer free writing prospectus” (as defined in Rule 433) or that otherwise constitutes or would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the Securities Act405) or portion thereof required to be filed by the Company with the Commission or required to be retained by the Company under Partnership pursuant to Rule 433 under the Securities Act433; provided that the prior written consent of the Underwriters hereto Xxxxx Fargo shall be deemed to have been given in respect of each free writing prospectuses the Issuer General Use Free Writing Prospectuses, if any, listed on Schedule B heretoExhibit F hereto and, to any electronic road show in the form previously provided by the Partnership to and approved by Xxxxx Fargo. Any such free writing prospectus consented to by the Underwriters or deemed to have been consented to as aforesaid is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company Partnership represents, warrants and agrees that (i) it has treated and will treat, as the case may be, treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus“issuer free writing prospectus,” as defined in Rule 433, and (ii) has complied and will comply, as the case may be, comply with the requirements of Rules 164 and Rule 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the CommissionCommission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit F hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Company represents represents, warrants and agrees that it has not made, and agrees thatmade and, unless it obtains the prior written consent of the UnderwritersRepresentatives, it will not make, any offer relating to the Offered Securities that constitutes or would constitute an Issuer Free Writing Prospectus “issuer free writing prospectus” (as defined in Rule 433) or that otherwise constitutes or would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the Securities Act405) or portion thereof required to be filed by the Company with the Commission or required to be retained by the Company under pursuant to Rule 433 under the Securities Act433; provided that the prior written consent of the Underwriters hereto Representatives shall be deemed to have been given in respect of each free writing prospectuses the Issuer General Use Free Writing Prospectuses, if any, listed on Schedule B heretoExhibit K hereto and, to any electronic road show in the form previously provided by the Company to and approved by the Representatives. Any such free writing prospectus consented to by the Underwriters or deemed to have been consented to as aforesaid is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents, warrants and agrees that (i) it has treated and will treat, as the case may be, treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus“issuer free writing prospectus,” as defined in Rule 433, and (ii) has complied and will comply, as the case may be, comply with the requirements of Rules 164 and Rule 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the CommissionCommission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit K hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Company represents that it has not made, and agrees that, unless it obtains the prior written consent of the UnderwritersRepresentatives, it will not make, any offer relating to the Offered Securities Shares that constitutes or would constitute an Issuer Free Writing Prospectus or that otherwise constitutes or would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under of the Securities Act) or a portion thereof required to be filed by the Company with the Commission or retained by the Company under Rule 433 under of the Securities Act; provided provided, that the prior written consent of the Underwriters Representatives hereto shall be deemed to have been given in respect of each free writing prospectuses listed on the Free Writing Prospectuses included in Schedule B heretoC hereto and any electronic road show. Any such free writing prospectus consented to by the Underwriters 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) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.

Permitted Free Writing Prospectuses. The Company represents that it has not made, and agrees that, unless it obtains the prior written consent of the UnderwritersUnderwriter, it will not make, any offer relating to the Offered Securities Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under of the Securities Act) required to be filed by the Company with the Commission or retained by the Company under Rule 433 under of the Securities Act; provided that the prior written consent of the Underwriters Underwriter hereto shall be deemed to have been given in respect of each free writing prospectuses listed on the Free Writing Prospectuses included in Schedule B hereto. Any such free writing prospectus consented to by the Underwriters 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) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.

Permitted Free Writing Prospectuses. The Each of the Company and the Guarantor represents that it has not made, and agrees that, unless it obtains the prior written consent of the UnderwritersRepresentatives, it will not make, any offer relating to the Offered Securities Notes that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under of the Securities Act) required to be filed by the Company with the Commission or retained by the Company under Rule 433 under of the Securities Act; provided that the prior written consent of the Underwriters hereto Representatives shall be deemed to have been given in respect of each free writing prospectuses listed on Schedule B heretoany Issuer Free Writing Prospectuses included in Annex I to this Agreement. Any such free writing prospectus consented to or deemed to be consented to by the Underwriters Representatives is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Each of the Company and the Guarantor 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) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.

Permitted Free Writing Prospectuses. The Company represents that it has not made, and agrees that, unless it obtains the prior written consent of the UnderwritersRepresentative, it will not make, make any offer relating to the Offered Securities Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under of the Securities Act) required to be filed by the Company with the Commission or retained by the Company under Rule 433 under of the Securities Act; provided that the prior written consent of the Underwriters Representative hereto shall be deemed to have been given in respect of each free writing prospectuses listed on the Free Writing Prospectuses included in Schedule B hereto. Any such free writing prospectus consented to by the Underwriters 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) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 under of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.

Permitted Free Writing Prospectuses. The Company represents that it has not made, and agrees that, unless it obtains the prior written consent of the UnderwritersRepresentative, it will not make, any offer relating to the Offered Securities Shares that constitutes or would constitute an Issuer Free Writing Prospectus or that otherwise constitutes or would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the Securities Act) or a portion thereof required to be filed by the Company with the Commission or retained by the Company under Rule 433 under the Securities Act; provided that the prior written consent of the Underwriters Representative hereto shall be deemed to have been given in respect of each free writing prospectuses listed on the Issuer Free Writing Prospectuses included in Schedule B heretohereto and any electronic road show. Any such free writing prospectus consented to by the Underwriters 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) has complied and will comply, as the case may be, with the requirements of 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.

Permitted Free Writing Prospectuses. The Company represents and each of the Selling Stockholders, severally and not jointly, represents, warrants and agrees that it has not made, and agrees thatmade and, unless it obtains the prior written consent of the UnderwritersRepresentatives, it will not make, any offer relating to the Offered Securities that constitutes or would constitute an Issuer Free Writing Prospectus “issuer free writing prospectus” (as defined in Rule 433) or that otherwise constitutes or would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the Securities Act405) or portion thereof required to be filed by the Company with the Commission or required to be retained by the Company under pursuant to Rule 433 under the Securities Act433; provided that the prior written consent of the Underwriters hereto Representatives shall be deemed to have been given in respect of each free writing prospectuses the Issuer General Use Free Writing Prospectuses, if any, listed on Schedule B heretoExhibit M hereto and, to any electronic road show in the form previously provided by the Company to and approved by the Representatives. Any such free writing prospectus consented to by the Underwriters or deemed to have been consented to as aforesaid is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents, warrants and agrees that (i) it has treated and will treat, as the case may be, treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus“issuer free writing prospectus,” as defined in Rule 433, and (ii) has complied and will comply, as the case may be, comply with the requirements of Rules 164 and Rule 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the CommissionCommission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit M hereto are Permitted Free Writing Prospectuses.