Common use of Permitted Free Writing Prospectuses Clause in Contracts

Permitted Free Writing Prospectuses. The Trust represents, warrants and agrees that, unless it obtains the prior consent of each of the Agents, which consent shall not be unreasonably withheld, delayed or conditioned, and each of the Agents represent, warrant and agree that, unless they obtains the prior consent of the Trust and the other Agents, they have not made and will not make any offer relating to the Placement Units that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agents or by the Trust, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Trust represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 1 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Trust represents, warrants and agrees that, unless it obtains the prior consent of each of the AgentsAgent, which consent shall not be unreasonably withheld, delayed or conditioned, and each of the Agents representAgent represents, warrant warrants and agree agrees that, unless they it obtains the prior consent of the Trust and the other AgentsTrust, they have it has not made and will not make any offer relating to the Placement Units that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agents Agent or by the Trust, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Trust represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 1 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Trust Company represents, warrants and agrees that, unless it obtains the prior consent of each the Placement Agents or is acting under advice of the Agents, which consent shall not be unreasonably withheld, delayed or conditionedcounsel in order to comply with applicable securities laws, and each of the Placement Agents representrepresents, warrant warrants and agree agrees that, unless they it obtains the prior consent of the Trust and the other AgentsCompany, they have it has not made and will not make any offer relating to the Placement Units Securities that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405405 under the Securities Act, required to be filed with the Commission. Any such free writing prospectus consented to by the Placement Agents or by the TrustCompany, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Trust Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433433 under the Securities Act, and has complied and will comply with the requirements of Rule 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission 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 1 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Trust Partnership represents, warrants and agrees that, unless it obtains the prior consent of each of the Agents, which consent shall not be unreasonably withheld, delayed or conditionedRepresentatives, and each of the Agents representUnderwriter, warrant severally and agree not jointly, represents, warrants and agrees that, unless they it obtains the prior consent of the Trust Partnership and the other AgentsRepresentatives, they have it has not made and will not make any offer relating to the Placement Units 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, required to be filed with the Commission. Any such free writing prospectus consented to by the Agents Representatives or by the TrustPartnership and the Representatives, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Trust Partnership represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 1 C hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Trust Company represents, warrants and agrees that, unless it obtains the prior consent of each of the AgentsFBR, which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed, and each of the Agents representFBR represents, warrant warrants and agree agrees that, unless they it obtains the prior consent of the Trust and the other AgentsCompany, they have which shall not be unreasonably withheld, conditioned or delayed, it has not made and will not make any offer relating to the Placement Units Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agents FBR or by the TrustCompany, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Trust Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 1 23 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Trust Each of the Company and the Operating Partnership represents, warrants and agrees that, unless it obtains the prior consent of each of the Agents, which consent shall not be unreasonably withheld, delayed or conditionedAgent, and each of the Agents representAgent represents, warrant warrants and agree agrees that, unless they it obtains the prior consent of the Trust and the other AgentsCompany, they have it has not made and will not make any offer relating to the Placement Units Securities that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405405 under the Securities Act, required to be filed with the Commission. Any such free writing prospectus consented to by the Agents Agent or by the TrustCompany, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Trust Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433433 under the Securities Act, and has complied and will comply with the requirements of Rule 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission 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 1 I hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Trust Company represents, warrants and agrees that, unless it obtains the prior consent of each of the AgentsAgent, which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed, and each of the Agents representAgent represents, warrant warrants and agree agrees that, unless they it obtains the prior consent of the Trust and the other AgentsCompany, they have which shall not be unreasonably withheld, conditioned or delayed, it has not made and will not make any offer relating to the Placement Units Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agents Agent or by the TrustCompany, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Trust Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 1 22 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Each of the Trust and the Company, severally and not jointly, represents, warrants and agrees thatthat it has not made and, unless it obtains the prior consent of each of the Agents, which consent shall not be unreasonably withheld, delayed or conditioned, and each of the Agents represent, warrant and agree that, unless they obtains the prior written consent of the Trust and the other AgentsRepresentatives, they have not made and it will not make make, any offer relating to the Placement Units 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, ) or portion thereof required to be filed with the CommissionCommission or required to be retained by the Trust pursuant to Rule 433; provided that the prior written consent of the Representatives shall be deemed to have been given in respect of the Issuer General Use Free Writing Prospectuses, if any, listed on 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 Agents or by the Trust, deemed to have been consented to as the case may be, aforesaid is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Each of the Company and the Trust represents warrants and warrants agrees that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 1 I hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Trust Company represents, warrants and agrees that, unless it obtains the prior consent of each of the Agents, which consent shall not be unreasonably withheld, delayed or conditionedthe Forward Sellers and the Forward Purchasers, and each of the Agents representAgent, warrant Forward Seller and agree Forward Purchaser represents, warrants and agrees that, unless they it obtains the prior consent of the Trust and the other AgentsCompany, they have it has not made and will not make any offer relating to the Placement Units Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” ”, as defined in Rule 405405 under the Securities Act, required to be filed with the Commission. Any such free writing prospectus consented to by the Agents Agents, the Forward Sellers and the Forward Purchasers or by the TrustCompany, as the case may be, is hereinafter herein referred to as a “Permitted Free Writing Prospectus.” ”. The Trust Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” ”, as defined in Rule 433433 under the Securities Act, and has complied and will comply with the requirements of Rule 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission 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 1 G attached hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Trust Company represents, warrants and agrees that, unless it obtains the prior consent of each of the Agents, which MLV (such consent shall not to be unreasonably withheld, delayed conditioned or conditioneddelayed), and each of the Agents representMLV represents, warrant warrants and agree agrees that, unless they it obtains the prior consent of the Trust and the other AgentsCompany (such consent not to be unreasonably withheld, they have conditioned or delayed), it has not made and will not make any offer relating to the Placement Units Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agents MLV or by the TrustCompany, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Trust Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433433 (an “Issuer Free Writing Prospectus”), and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 1 Schedule 5 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Trust Company represents, warrants and agrees that, unless it obtains the prior written consent of each of the Agents, Agent (which consent shall not be unreasonably withheld, delayed withheld or conditioneddelayed), and each of the Agents representAgent represents, warrant warrants and agree agrees that, unless they obtains it has obtained the prior written consent of the Trust and the other AgentsCompany, they have it has not made and will not make any offer relating to the Placement Units Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agents Agent or by the TrustCompany, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Trust Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectusIssuer Free Writing Prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 1 Schedule 5 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Trust Company represents, warrants and agrees that, unless it obtains the prior consent of each of the Agents, which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed, and each of the Agents representAgent represents, warrant warrants and agree agrees that, unless they it obtains the prior consent of the Trust and the other AgentsCompany, they have which consent shall not be unreasonably withheld, conditioned or delayed, it has not made and will not make any offer relating to the Placement Units Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agents or by the TrustCompany, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Trust Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 1 23 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Trust Company and each of the Selling Stockholders, severally and not jointly, represents, warrants and agrees thatthat it has not made and, unless it obtains the prior consent of each of the Agents, which consent shall not be unreasonably withheld, delayed or conditioned, and each of the Agents represent, warrant and agree that, unless they obtains the prior written consent of the Trust and the other AgentsRepresentatives, they have not made and it will not make make, any offer relating to the Placement Units 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, ) or portion thereof required to be filed with the CommissionCommission or required to be retained by the Company pursuant to Rule 433; provided that the prior written consent of the Representatives shall be deemed to have been given in respect of the Issuer General Use Free Writing Prospectuses, if any, listed on Exhibit 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 Agents or by the Trust, deemed to have been consented to as the case may be, aforesaid is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Trust represents Company represents, warrants and warrants agrees that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 1 F hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Trust Company represents, warrants and agrees that, unless it obtains the prior consent of each of the Distribution Agents, which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed, and each of the Distribution Agents representrepresents, warrant warrants and agree agrees that, unless they it obtains the prior consent of the Trust and the other AgentsCompany, they have it has not made and will not make any offer relating to the Placement Units Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Distribution Agents or by the TrustCompany, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Trust Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 1 23 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Trust Company represents, warrants and agrees that, unless it obtains the prior consent of each of the Agents, which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed, and each of the Agents representAgent represents, warrant warrants and agree agrees that, unless they it obtains the prior consent of the Trust and the other AgentsCompany, they have it has not made and will not make any offer relating to the Placement Units Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agents or by the TrustCompany, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Trust Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 1 23 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Trust Each of the Company and the Operating Partnership represents, warrants and agrees that, unless it obtains the prior consent of each of the Agents, which consent shall not be unreasonably withheld, delayed or conditionedAgent, and each of the Agents representAgent represents, warrant warrants and agree agrees that, unless they it obtains the prior consent of the Trust and the other AgentsCompany, they have it has not made and will not make any offer relating to the Placement Units Securities that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405405 under the Securities Act, required to be filed with the Commission. Any such free writing prospectus consented to by the Agents Agent or by the TrustCompany, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Trust Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433433 under the Securities Act, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 1 G hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Trust Company represents, warrants and agrees that, unless it obtains the prior consent of each of the Placement Agents, which consent shall not be unreasonably withheld, delayed or conditioned, and each of the Placement Agents representseverally represents, warrant warrants and agree agrees that, unless they it obtains the prior consent of the Trust and the other AgentsCompany, they have it has not made and will not make any offer relating to the Placement Units Securities that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405405 under the Securities Act, required to be filed with the Commission. Any such free writing prospectus consented to by the Placement Agents or by the TrustCompany, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Trust Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433433 under the Securities Act, and has complied and will comply with the requirements of Rule 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission 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 1 G hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Trust Company represents, warrants and agrees that, unless it obtains the prior consent of each the Placement Agent or is acting under advice of the Agents, which consent shall not be unreasonably withheld, delayed or conditionedcounsel in order to comply with applicable securities laws, and each of the Agents representPlacement Agent represents, warrant warrants and agree agrees that, unless they it obtains the prior consent of the Trust and the other AgentsCompany, they have it has not made and will not make any offer relating to the Placement Units Securities that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405405 under the Securities Act, required to be filed with the Commission. Any such free writing prospectus consented to by the Agents Placement Agent or by the TrustCompany, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Trust Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433433 under the Securities Act, and has complied and will comply with the requirements of Rule 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission 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 1 F hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Trust Partnership and each Selling Unitholder represents, warrants and agrees that, unless it obtains the prior consent of each of the Agents, which consent shall not be unreasonably withheld, delayed or conditionedRepresentatives, and each of the Agents representUnderwriter, warrant severally and agree not jointly, represents, warrants and agrees that, unless they it obtains the prior consent of the Trust Partnership, each Selling Unitholder and the other AgentsRepresentatives, they have it has not made and will not make any offer relating to the Placement Units 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, required to be filed with the Commission. Any such free writing prospectus consented to by the Agents Representatives or by the TrustPartnership, each Selling Unitholder and the Representatives, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Trust Partnership and each Selling Unitholder represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 1 C hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Trust Each of the Company and the Operating Partnership represent, warrant and agree that, unless it obtains the prior consent of the Agent or the Forward Seller, as applicable, and the Agent or the Forward Seller, as applicable, represents, warrants and agrees that, unless it obtains the prior consent of each of the AgentsCompany, which consent shall not be unreasonably withheld, delayed or conditioned, and each of the Agents represent, warrant and agree that, unless they obtains the prior consent of the Trust and the other Agents, they have it has not made and will not make any offer relating to the Placement Units Securities that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405405 under the Securities Act, required to be filed with the Commission. Any such free writing prospectus consented to by the Agents Agent or the Forward Seller, as applicable, or by the TrustCompany, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Trust Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433433 under the Securities Act, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 1 H hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Trust Company represents, warrants and agrees that, unless it obtains the prior written consent of each of the Agents, which Agent (any such consent shall not to be unreasonably withheld, delayed conditioned or conditioneddelayed), and each of the Agents representAgent represents, warrant warrants and agree agrees that, unless they it obtains the prior written consent of the Trust and the other AgentsCompany (any such consent not to be unreasonably withheld, they have conditioned or delayed), it has not made and will not make any offer relating to the Placement Units Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agents Agent or by the TrustCompany, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Trust Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 1 23 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Trust Company represents, warrants and agrees that, unless it obtains the prior consent of each of the Agents, which consent shall not be unreasonably withheld, delayed or conditionedXxxxx Fargo Securities, and each of the Agents representXxxxx Fargo Securities represents, warrant warrants and agree agrees that, unless they it obtains the prior consent of the Trust and the other AgentsCompany, they have it has not made and will not make any offer relating to the Placement Units Securities that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” ”, as defined in Rule 405405 under the Securities Act, required to be filed with the Commission. Any such free writing prospectus consented to by the Agents Xxxxx Fargo Securities or by the TrustCompany, as the case may be, is hereinafter herein referred to as a “Permitted Free Writing Prospectus.” ”. The Trust Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” ”, as defined in Rule 433433 under the Securities Act, and has complied and will comply with the requirements of Rule 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission 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 1 G attached hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Trust Each of the Company and the Operating Partnership represents, warrants and agrees that, unless it obtains the prior consent of each of the Agents, which consent shall not be unreasonably withheld, delayed or conditionedXxxxxxx Xxxxx, and each of the Agents representXxxxxxx Xxxxx represents, warrant warrants and agree agrees that, unless they it obtains the prior consent of the Trust and the other AgentsCompany, they have it has not made and will not make any offer relating to the Placement Units Securities that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405405 under the Securities Act, required to be filed with the Commission. Any such free writing prospectus consented to by the Agents Xxxxxxx Xxxxx or by the TrustCompany, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Trust Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433433 under the Securities Act, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 1 G hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Trust Company represents, warrants and agrees that, unless it obtains the prior consent of each of the AgentsAgent, which consent shall not be unreasonably withheld, delayed Forward Purchaser or conditionedForward Seller, and each of the Agents representAgent, warrant Forward Purchaser or Forward Seller represents, warrants and agree agrees that, unless they it obtains the prior consent of the Trust and the other AgentsCompany, they have it has not made and will not make any offer relating to the Placement Units Securities that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agents each Agent, Forward Purchaser or Forward Seller or by the TrustCompany, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Trust Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 1 E hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Trust Each of the Company and the Operating Partnership represents, warrants and agrees that, unless it obtains the prior consent of each of the Sales Agents, which consent shall not be unreasonably withheld, delayed or conditionedthe Forward Sellers and the Forward Purchasers, and each of the Agents representSales Agent and each Forward Seller, warrant represents, warrants and agree agrees that, unless they it obtains the prior consent of the Trust and the other AgentsCompany, they have it has not made and will not make any offer relating to the Placement Units Securities that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Sales Agents or Forward Sellers and the Forward Purchasers, as applicable, or by the TrustCompany, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Trust Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 1 F hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Trust representsEach of the Company and the Operating Partnership represents and warrants that it has not made, warrants and each of the Company and the Operating Partnership agrees that, that unless it obtains the prior consent of each of the Agents, which consent shall not be unreasonably withheld, delayed or conditioned, Bxxxx and each of the Agents represent, warrant and agree that, Bxxxx agrees that unless they it obtains the prior consent written of the Trust and the other AgentsCompany, they have not made and it will not make any offer relating to the Placement Units 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, required to be filed with the CommissionCommission other than the Issuer Free Writing Prospectuses, if any, identified on Exhibit F hereto. Any such Each of the Issuer Free Writing Prospectuses, if any, identified on Exhibit F hereto and free writing prospectus prospectuses, if any, consented to by the Agents or by the Trust, as the case may be, Company and Baird is hereinafter referred to herein as a “Permitted Free Writing Prospectus.” The Trust Company represents and warrants that it has treated and or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 1 F hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Trust Company represents, warrants and agrees that, unless it obtains the prior written consent of each of the AgentsAgent, which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed, and each of the Agents representAgent represents, warrant warrants and agree agrees that, unless they it obtains the prior written consent of the Trust and the other AgentsCompany, they have it has not made and will not make any offer relating to the Placement Units Securities that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agents Agent or by the TrustCompany, which consent shall not be unreasonably withheld, conditioned or delayed, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Trust Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 1 21 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Trust representsEach of the Company and the Operating Partnership represents and warrants that it has not made, warrants and each of the Company and the Operating Partnership agrees that, that unless it obtains the prior consent of each of the Agents, which consent shall not be unreasonably withheld, delayed or conditioned, Jefferies and each of the Agents represent, warrant and agree that, Jefferies agrees that unless they it obtains the prior consent written of the Trust and the other AgentsCompany, they have not made and it will not make any offer relating to the Placement Units 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, required to be filed with the CommissionCommission other than the Issuer Free Writing Prospectuses, if any, identified on Exhibit F hereto. Any such Each of the Issuer Free Writing Prospectuses, if any, identified on Exhibit F hereto and free writing prospectus prospectuses, if any, consented to by the Agents or by the Trust, as the case may be, Company and Jefferies is hereinafter referred to herein as a “Permitted Free Writing Prospectus.” The Trust Company represents and warrants that it has treated and or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 1 F hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Trust Company represents, warrants and agrees that, unless it obtains the prior consent of each the Agent, and the Agent represents, warrants and agrees that, unless it obtains the prior consent of the AgentsCompany, in each case, which consent shall not be unreasonably withheld, delayed or conditioned, and each of the Agents represent, warrant and agree that, unless they obtains the prior consent of the Trust and the other Agents, they have it has not made and will not make any offer relating to the Placement Units Securities that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agents Agent or by the TrustCompany, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Trust Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 1 23 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Trust Company represents, warrants and agrees that, unless it obtains the prior consent of each of the Agents, which consent shall not be unreasonably withheld, delayed or conditionedXxxxx Fargo Securities, and each of the Agents representXxxxx Fargo Securities represents, warrant warrants and agree agrees that, unless they it obtains the prior consent of the Trust and the other AgentsCompany, they have it has not made and will not make any offer relating to the Placement Units Securities that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405405 under the Securities Act, required to be filed with the Commission. Any such free writing prospectus consented to by the Agents Xxxxx Fargo Securities or by the TrustCompany, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Trust Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433433 under the Securities Act, and has complied and will comply with the requirements of Rule 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission 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 1 F hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Trust Company represents, warrants and agrees that, unless it obtains the prior consent of each of the Agents, which consent shall not be unreasonably withheldthe Forward Purchasers and the Forward Sellers and the Agents, delayed or conditioned, the Forward Purchasers and each of the Agents Forward Sellers represent, warrant and agree agrees that, unless they obtains obtain the prior consent of the Trust and the other Agents, Company they have not made and will not make any offer relating to the Placement Units Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agents Agents, the Forward Purchasers and the Forward Sellers or by the TrustCompany, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Trust Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 1 C hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Trust representsCompany represents and warrants that it has not made, warrants and agrees that, that unless it obtains the prior consent of each of the Agents, which consent shall Distribution Agents that it will not be unreasonably withheld, delayed or conditionedmake, and each of the Agents representDistribution Agent represents and warrants that is has not made, warrant and agree that, agrees that unless they it obtains the prior consent of the Trust and the other Agents, they have not made and Company that it will not make any offer relating to the Placement Units Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “"free writing prospectus,” " as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Distribution Agents or by the TrustCompany, as the case may be, is hereinafter referred to as a “"Permitted Free Writing Prospectus.” " The Trust Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “"issuer free writing prospectus,” " as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 1 23 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Trust Each of the Company and the Operating Partnership represents, warrants and agrees that, unless it obtains the prior consent of each of the Agents, which consent shall not be unreasonably withheld, delayed or conditioned[ ], and each of the Agents represent[ ] represents, warrant warrants and agree agrees that, unless they it obtains the prior consent of the Trust and the other AgentsCompany, they have it has not made and will not make any offer relating to the Placement Units Securities that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405405 under the Securities Act, required to be filed with the Commission. Any such free writing prospectus consented to by the Agents [ ] or by the TrustCompany, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Trust Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433433 under the Securities Act, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 1 G hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Trust represents, warrants Company and each Guarantor represents and agrees that, unless it obtains the prior consent of each of the Agents, which consent shall not be unreasonably withheld, delayed or conditionedRepresentatives, and each of the Agents represent, warrant Underwriter represents and agree agrees that, unless they it obtains the prior consent of the Trust Representatives and the other Agentsprior consent of the Company and each Guarantor, they have it has not made and will not make any offer relating to the Placement Units 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, required to be filed with the Commission; provided, however, that the Underwriters are authorized to use any free writing prospectus that contains substantially only information specified in the Final Term Sheet. Any such free writing prospectus consented to by the Agents or by Company and each Guarantor and the Trust, as the case may be, Representatives is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Trust Company and each Guarantor represents and warrants that it has treated and or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any each and every Permitted Free Writing Prospectus, including timely filing with the Commission 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 1 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Trust Company represents, warrants and agrees that, unless it obtains the prior consent of each of the Placement Agents, which consent shall not be unreasonably withheld, delayed or conditioned, and each of the Placement Agents representrepresents, warrant warrants and agree agrees that, unless they it obtains the prior consent of the Trust and the other AgentsCompany, they have it has not made and will not make any offer relating to the Placement Units Securities that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405405 under the Securities Act, required to be filed with the Commission. Any such free writing prospectus consented to by each of the Placement Agents or by the TrustCompany, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Trust Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433433 under the Securities Act, and has complied and will comply with the requirements of Rule 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission 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 1 F hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Trust Company represents, warrants and agrees that, unless it obtains the prior consent of each FBR, and FBR represents, warrants and agrees that, unless it obtains the prior consent of the AgentsCompany, in each case which consent shall not be unreasonably withheld, delayed or conditioned, and each of the Agents represent, warrant and agree that, unless they obtains the prior consent of the Trust and the other Agents, they have it has not made and will not make any offer relating to the Placement Units Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405405 under the Securities Act, required to be filed with the Commission. Any such free writing prospectus consented to by the Agents FBR or by the TrustCompany, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Trust Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433433 under the Securities Act, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 1 23 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Trust representsEach of the Transaction Entities represents and warrants that it has not made, warrants and each of the Transaction Entities agrees that, that unless it obtains the prior consent of each of the Agents, which consent shall not be unreasonably withheld, delayed or conditioned, BofA Xxxxxxx Xxxxx and each of the Agents represent, warrant and agree that, BofA Xxxxxxx Xxxxx agrees that unless they it obtains the prior consent written of the Trust and the other AgentsCompany, they have not made and it will not make any offer relating to the Placement Units 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, required to be filed with the CommissionCommission other than the Issuer Free Writing Prospectuses, if any, identified on Exhibit F hereto. Any such Each of the Issuer Free Writing Prospectuses, if any, identified on Exhibit F hereto and free writing prospectus prospectuses, if any, consented to by the Agents or by the Trust, as the case may be, Company and BofA Xxxxxxx Xxxxx is hereinafter referred to herein as a “Permitted Free Writing Prospectus.” The Trust Company represents and warrants that it has treated and or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 1 F hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Trust representsEach of the Company and the Operating Partnership represents and warrants that it has not made, warrants and each of the Company and the Operating Partnership agrees that, that unless it obtains the prior consent of each of the Agents, which consent shall not be unreasonably withheld, delayed or conditioned, Wxxxx Fargo Securities and each of the Agents represent, warrant and agree that, Wxxxx Fargo Securities agrees that unless they it obtains the prior consent written of the Trust and the other AgentsCompany, they have not made and it will not make any offer relating to the Placement Units 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, required to be filed with the CommissionCommission other than the Issuer Free Writing Prospectuses, if any, identified on Exhibit F hereto. Any such Each of the Issuer Free Writing Prospectuses, if any, identified on Exhibit F hereto and free writing prospectus prospectuses, if any, consented to by the Agents or by the Trust, as the case may be, Company and Wxxxx Fargo Securities is hereinafter referred to herein as a “Permitted Free Writing Prospectus.” The Trust Company represents and warrants that it has treated and or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 1 F hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Trust represents, warrants and agrees that, unless it obtains the prior consent of each of the AgentsAgent, which consent shall not be unreasonably withheld, delayed or conditioned, and each of the Agents representAgent represents, warrant warrants and agree agrees that, unless they it obtains the prior consent of the Trust and the other AgentsTrust, they have it has not made and will not make any offer relating to the Placement Units that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agents Agent or by the Trust, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Trust represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 1 hereto are Permitted Free Writing Prospectuses. 24.

Permitted Free Writing Prospectuses. The Trust Company represents, warrants and agrees that, unless it obtains the prior written consent of each of the Agents, Agents (which consent shall not be unreasonably withheld, delayed unreasonable withheld or conditioneddelayed), and each of the Agents representrepresents, warrant warrants and agree agrees that, unless they it obtains the prior written consent of the Trust Company and the other AgentsAgent (which consent shall not be unreasonable withheld or delayed), they have it has not made and will not make any offer relating to the Placement Units Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agents or by the TrustCompany, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Trust Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 1 A hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Trust representsEach of the Company and the Operating Partnership represents and warrants that it has not made, warrants and each of the Company and the Operating Partnership agrees that, that unless it obtains the prior consent of each of the Agents, which consent shall not be unreasonably withheld, delayed or conditioned, Sales Agent and each of the Agents represent, warrant and agree that, Sales Agent agrees that unless they it obtains the prior consent written of the Trust and the other AgentsCompany, they have not made and it will not make any offer relating to the Placement Units 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, required to be filed with the CommissionCommission other than the Issuer Free Writing Prospectuses, if any, identified on Exhibit F hereto. Any such Each of the Issuer Free Writing Prospectuses, if any, identified on Exhibit F hereto and each of the free writing prospectus prospectuses, if any, consented to by the Company and the Sales Agents or by the Trust, as the case may be, is hereinafter referred to herein as a “Permitted Free Writing Prospectus.” The Trust Company represents and warrants that it has treated and or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 1 F hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Trust represents, warrants and agrees that, unless it obtains the prior consent of each of the Agents, which consent shall not be unreasonably withheld, delayed or conditioned, and each of the Agents represent, warrant and agree that, unless they obtains the prior consent of the Trust and the other Agents, they have not made and will not make any offer relating to the Placement Units that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “"free writing prospectus,” " as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agents or by the Trust, as the case may be, is hereinafter referred to as a “"Permitted Free Writing Prospectus.” " The Trust represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “"issuer free writing prospectus,” " as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 1 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Trust Company and each of the Selling Stockholders, severally and not jointly, represents, warrants and agrees thatthat it has not made and, unless it obtains the prior consent of each of the Agents, which consent shall not be unreasonably withheld, delayed or conditioned, and each of the Agents represent, warrant and agree that, unless they obtains the prior written consent of the Trust and the other AgentsRepresentative, they have not made and it will not make make, any offer relating to the Placement Units 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, ) or portion thereof required to be filed with the CommissionCommission or required to be retained by the Company pursuant to Rule 433; provided that the prior written consent of the Representative shall be deemed to have been given in respect of the Issuer General Use Free Writing Prospectuses, if any, listed on Exhibit M hereto and, to any electronic road show in the form previously provided by the Company to and approved by the Representative. Any such free writing prospectus consented to by the Agents or by the Trust, deemed to have been consented to as the case may be, aforesaid is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Trust represents Company represents, warrants and warrants agrees that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 1 M hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Trust Company represents, warrants and agrees that, unless it obtains the prior consent of each the Placement Agent or is acting under advice of the Agents, which consent shall not be unreasonably withheld, delayed or conditionedcounsel in order to comply with applicable securities laws, and each of the Agents representPlacement Agent represents, warrant warrants and agree agrees that, unless they it obtains the prior consent of the Trust and the other AgentsCompany, they have it has not made and will not make any offer relating to the Placement Units Securities that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405405 under the Securities Act, required to be filed with the Commission. Any such free writing prospectus consented to by the Agents Placement Agent or by the TrustCompany, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Trust Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433433 under the Securities Act, and has complied and will comply with the requirements of Rule 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission 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 1 E hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Trust Each Partnership Party, severally and not jointly, represents, warrants and agrees thatthat it has not made and, unless it obtains the prior consent of each of the Agents, which consent shall not be unreasonably withheld, delayed or conditioned, and each of the Agents represent, warrant and agree that, unless they obtains the prior written consent of the Trust and the other AgentsRepresentatives, they have not made and it will not make make, any offer relating to the Placement 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, ) or portion thereof required to be filed with the CommissionCommission or required to be retained by the Partnership pursuant to Rule 433; provided that the prior written consent of the Representatives shall be deemed to have been given in respect of the Issuer General Use Free Writing Prospectuses, if any, listed on Exhibit 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 Agents or by the Trust, deemed to have been consented to as the case may be, aforesaid is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Trust represents Partnership Parties represent, warrant and warrants agree that it has they have treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has have complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 1 G hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Trust Company represents, warrants and agrees that, unless it obtains the prior consent of each of the AgentsSales Agent, which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed, and each of the Agents representSales Agent represents, warrant warrants and agree agrees that, unless they it obtains the prior consent of the Trust and the other AgentsCompany, they have which consent shall not be unreasonably withheld, conditioned or delayed, it has not made and will not make any offer relating to the Placement Units Securities that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, prospectus required to be filed with the Commission. Any such free writing prospectus consented to by the Agents Sales Agent or by the TrustCompany, as the case may be, is hereinafter referred to herein as a “Permitted Free Writing Prospectus.” The Trust Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, Issuer Free Writing Prospectus and has complied and will comply with the requirements of Rule 433 under the 1933 Act applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where when required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 1 D hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Trust Company represents, warrants and agrees that, unless it obtains the prior written consent of each of the Agents, which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed, and each of the Agents representrepresents, warrant warrants and agree agrees that, unless they it obtains the prior written consent of the Trust and the other AgentsCompany, they have which shall not be unreasonably withheld, conditioned or delayed, it has not made and will not make any offer relating to the Placement Units Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agents or by the TrustCompany, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Trust Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 1 21 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Trust Company represents, warrants and agrees that, unless it obtains the prior consent of each BRS, and BRS represents, warrants and agrees that, unless it obtains the prior consent of the AgentsCompany, in each case, which consent shall not be unreasonably withheld, delayed or conditioned, and each of the Agents represent, warrant and agree that, unless they obtains the prior consent of the Trust and the other Agents, they have it has not made and will not make any offer relating to the Placement Units Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405405 under the Securities Act, required to be filed with the Commission. Any such free writing prospectus consented to by the Agents BRS or by the TrustCompany, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Trust Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 1 23 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Trust Company represents, warrants and agrees that, unless it obtains the prior consent of each of the AgentsManager or the Forward Seller, which consent shall not be unreasonably withheld, delayed or conditionedas applicable, and each of the Agents representManager or the Forward Seller, warrant as applicable, represents, warrants and agree agrees that, unless they it obtains the prior consent of the Trust and the other AgentsCompany, they have it has not made and will not make any offer relating to the Placement Units Securities that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405405 under the Securities Act, required to be filed with the Commission. Any such free writing prospectus consented to by the Agents Manager or the Forward Seller, as applicable, or by the TrustCompany, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Trust Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433433 under the Securities Act, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 1 H hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Trust Company represents, warrants and agrees that, unless it obtains the prior written consent of each of the AgentsAgent, which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed, and each of the Agents representAgent represents, warrant warrants and agree agrees that, unless they it obtains the prior written consent of the Trust and the other AgentsCompany, they have it has not made and will not make any offer relating to the Placement Units ADSs that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agents Agent or by the TrustCompany, which consent shall not be unreasonably withheld, conditioned or delayed, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Trust Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 1 21 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Trust Company represents, warrants and agrees that, unless it obtains the prior written consent of each of the Agents, Agents (which consent shall not be unreasonably withheld, delayed withheld or conditioneddelayed), and each of the Agents representrepresents, warrant warrants and agree agrees that, unless they it obtains the prior written consent of the Trust and the other AgentsCompany, they have it has not made and will not make any offer relating to the Placement Units Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agents or by the TrustCompany, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Trust Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 1 21 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Trust Each of the Company and the Operating Partnership represents, warrants and agrees that, unless it obtains the prior consent of each of the Agents, which consent shall not be unreasonably withheld, delayed or conditionedXxxxx Fargo Securities, and each of the Agents representXxxxx Fargo Securities represents, warrant warrants and agree agrees that, unless they it obtains the prior consent of the Trust and the other AgentsCompany, they have it has not made and will not make any offer relating to the Placement Units Securities that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405405 under the Securities Act, required to be filed with the Commission. Any such free writing prospectus consented to by the Agents Xxxxx Fargo Securities or by the TrustCompany, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Trust Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433433 under the Securities Act, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 1 G hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Trust Company represents, warrants and agrees that, unless it obtains the prior consent of each of the Placement Agents, which consent shall not be unreasonably withheldand the Placement Agents severally represents, delayed or conditioned, warrants and each of the Agents represent, warrant and agree agrees that, unless they it obtains the prior consent of the Trust and the other AgentsCompany, they have it has not made and will not make any offer relating to the Placement Units Securities that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405405 under the Securities Act, required to be filed with the Commission. Any such free writing prospectus consented to by the Placement Agents or by the TrustCompany, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Trust Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433433 under the Securities Act, and has complied and will comply with the requirements of Rule 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission 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 1 I hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Trust Company represents, warrants and agrees that, unless it obtains the prior written consent of each of the Agents, Agents (which consent shall not be unreasonably withheld, delayed withheld or conditioneddelayed), and each of the Agents representrepresents, warrant warrants and agree agrees that, unless they it obtains the prior written consent of the Trust and the other AgentsCompany, they have it has not made and will not make any offer relating to the Placement Units Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agents or by the TrustCompany, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Trust Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 1 A hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Trust Company represents, warrants and agrees that, unless it obtains the prior written consent of each of the Agents, which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed, and each of the Agents representrepresents, warrant warrants and agree agrees that, unless they it obtains the prior written consent of the Trust and the other AgentsCompany, they have which consent shall not be unreasonably withheld, conditioned or delayed, it has not made and will not make any offer relating to the Placement Units Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agents or by the TrustCompany, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Trust Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 1 2 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Trust Company represents, warrants and agrees that, unless it obtains the prior written consent of each of the Agents, which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed, and each of the Agents representAgent represents, warrant warrants and agree agrees that, unless they it obtains the prior written consent of the Trust and the other AgentsCompany, they have it has not made and will not make any offer relating to the Placement Units ADSs that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agents or by the TrustCompany, which consent shall not be unreasonably withheld, conditioned or delayed, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Trust Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 1 21 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Trust Company represents, warrants and agrees that, unless it obtains the prior consent of each of the Agents, which B. Xxxxx (such consent shall not to be unreasonably withheld, delayed conditioned or conditioneddelayed), and each of the Agents representB. Xxxxx represents, warrant warrants and agree agrees that, unless they it obtains the prior consent of the Trust and the other AgentsCompany (such consent not to be unreasonably withheld, they have conditioned or delayed), it has not made and will not make any offer relating to the Placement Units Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agents B. Xxxxx or by the TrustCompany, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Trust Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 1 23 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Trust Company represents, warrants and agrees that, unless it obtains the prior consent of each of the Agents, which consent shall not be unreasonably withheld, delayed or conditionedRepresentatives, and each of the Agents representUnderwriter, warrant severally and agree not jointly, represents, warrants and agrees that, unless they it obtains the prior consent of the Trust Company and the other AgentsRepresentatives, they have it has not made and will not make any offer relating to the Placement Units 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, required to be filed with the Commission. Any such free writing prospectus consented to by the Agents Representatives or by the TrustCompany and the Representatives, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Trust Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 1 H or Exhibit I hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Trust representsEach of the Company and the Operating Partnership represents and warrants that it has not made, warrants and each of the Company and the Operating Partnership agrees that, that unless it obtains the prior consent of each of the Agents, which consent shall not be unreasonably withheld, delayed or conditioned, Jxxxxx and each of the Agents represent, warrant and agree that, Jxxxxx agrees that unless they it obtains the prior consent written of the Trust and the other AgentsCompany, they have not made and it will not make any offer relating to the Placement Units 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, required to be filed with the CommissionCommission other than the Issuer Free Writing Prospectuses, if any, identified on Exhibit F hereto. Any such Each of the Issuer Free Writing Prospectuses, if any, identified on Exhibit F hereto and free writing prospectus prospectuses, if any, consented to by the Agents or by the Trust, as the case may be, Company and Janney is hereinafter referred to herein as a “Permitted Free Writing Prospectus.” The Trust Company represents and warrants that it has treated and or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 1 F hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Trust Company represents, warrants and agrees that, unless it obtains the prior consent of each of the AgentsAgent, which consent shall not be unreasonably withheld, delayed Forward Purchaser or conditionedForward Seller, and each of the Agents representAgent, warrant Forward Purchaser or Forward Seller represents, warrants and agree agrees that, unless they it obtains the prior consent of the Trust and the other AgentsCompany, they have it has not made and will not make any offer relating to the Placement Units Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agents each Agent, Forward Purchaser or Forward Seller or by the TrustCompany, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Trust Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 1 G hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Trust represents, warrants and agrees that, unless it obtains the prior consent of each of the Agents, which consent shall not be unreasonably withheld, delayed or conditioned, and each of the Agents representrepresents, warrant warrants and agree agrees that, unless they it obtains the prior consent of the Trust and the other Agents, they have it has not made and will not make any offer relating to the Placement Units that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agents or by the Trust, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Trust represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 1 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Trust Company represents, warrants and agrees that, unless it obtains the prior consent of each of the Agents, which consent shall not be unreasonably withheld, delayed or conditionedRepresentatives, and each of the Agents representUnderwriter, warrant severally and agree not jointly, represents, warrants and agrees that, unless they it obtains the prior consent of the Trust Company and the other AgentsRepresentatives, they have it has not made and will not make any offer relating to the Placement Units 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, required to be filed with the Commission. Any such free writing prospectus consented to by the Agents Representatives or by the TrustCompany and the Representatives, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Trust Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 1 G hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Trust Company represents, warrants and agrees that, unless it obtains the prior written consent of each of the Agents, Agent (which consent shall not be unreasonably withheld, delayed withheld or conditioneddelayed), and each of the Agents representAgent represents, warrant warrants and agree agrees that, unless they it obtains the prior written consent of the Trust and the other AgentsCompany (which consent shall not be unreasonably withheld or delayed), they have it has not made and will not make any offer relating to the Placement Units Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agents Agent or by the TrustCompany, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Trust Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 1 A hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Trust Company represents, warrants and agrees that, unless it obtains the prior consent of each of the AgentsDistribution Agent, which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed, and each of the Agents representDistribution Agent represents, warrant warrants and agree agrees that, unless they it obtains the prior consent of the Trust and the other AgentsCompany, they have which consent shall not be unreasonably withheld, conditioned or delayed, it has not made and will not make any offer relating to the Placement Units Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agents Distribution Agent or by the TrustCompany, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Trust Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 1 23 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Trust represents, warrants and agrees that, unless it obtains the prior consent of each of the Agents, which consent shall not be unreasonably withheld, delayed or conditioned, and each of the Agents represent, warrant and agree that, unless they obtains obtain the prior consent of the Trust and the other Agents, they have not made and will not make any offer relating to the Placement Units that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agents or by the Trust, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Trust represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 1 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Trust Company and each of the Selling Stockholders, severally and not jointly, represents, warrants and agrees thatthat it has not made and, unless it obtains the prior consent of each of the Agents, which consent shall not be unreasonably withheld, delayed or conditioned, and each of the Agents represent, warrant and agree that, unless they obtains the prior written consent of the Trust and the other AgentsRepresentatives, they have not made and it will not make make, any offer relating to the Placement Units 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, ) or portion thereof required to be filed with the CommissionCommission or required to be retained by the Company pursuant to Rule 433; provided that the prior written consent of the Representatives shall be deemed to have been given in respect of the Issuer General Use Free Writing Prospectuses, if any, listed on Exhibit 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 Agents or by the Trust, deemed to have been consented to as the case may be, aforesaid is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Trust represents Company represents, warrants and warrants agrees that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 1 M hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Trust Company represents, warrants and agrees that, unless it obtains the prior consent of each of the Distribution Agents, which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed, and each of the Agents representDistribution Agent represents, warrant warrants and agree agrees that, unless they it obtains the prior consent of the Trust and the other AgentsCompany, they have which consent shall not be unreasonably withheld, conditioned or delayed, it has not made and will not make any offer relating to the Placement Units Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Distribution Agents or by the TrustCompany, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Trust Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 1 23 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Trust Company represents, warrants and agrees that, unless it obtains the prior consent of each of the Agents, which consent shall not be unreasonably withheld, delayed or conditionedXxxxx Fargo Securities, and each of the Agents representXxxxx Fargo Securities represents, warrant warrants and agree agrees that, unless they it obtains the prior consent of the Trust and the other AgentsCompany, they have it has not made and will not make any offer relating to the Placement Units Securities that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” ”, as defined in Rule 405405 under the Securities Act, required to be filed with the Commission. Any such free writing prospectus consented to by the Agents Xxxxx Fargo Securities or by the TrustCompany, as the case may be, is hereinafter herein referred to as a “Permitted Free Writing Prospectus.” ”. The Trust Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” ”, as defined in Rule 433433 under the Securities Act, and has complied and will comply with the requirements of Rule 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission 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 1 F attached hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Trust Each Legacy Party jointly and severally represents, warrants and agrees that, unless it obtains the prior consent of each of the Agents, which consent shall not be unreasonably withheld, delayed or conditionedWachovia, and each of the Agents representUnderwriter, warrant severally and agree not jointly, represents and agrees that, unless they it obtains the prior consent of the Trust Partnership and the other AgentsWachovia, they have it has not made and will not make any offer relating to the Placement Units 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, required to be filed with the Commission. Any such free writing prospectus consented to by the Agents Wachovia or by the TrustPartnership and Wachovia, as the case may be, is hereinafter referred to as a “"Permitted Free Writing Prospectus.” " The Trust Partnership represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “"issuer free writing prospectus,” " as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, nothing in this Section 16 shall restrict the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 1 hereto are Permitted Free Writing ProspectusesPartnership from making any filings required under the 1934 Act or 1934 Act Regulations.

Permitted Free Writing Prospectuses. The Trust Company represents, warrants and agrees that, unless it obtains the prior consent of the Agents, the Forward Sellers and the Forward Purchasers, and each of the Agents, which consent shall not be unreasonably withheldthe Forward Sellers and the Forward Purchasers represents, delayed or conditioned, warrants and each of the Agents represent, warrant and agree agrees that, unless they it obtains the prior consent of the Trust and the other AgentsCompany, they have it has not made and will shall not make any offer relating to the Placement Units Securities that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agents any Agent or Forward Seller or by the TrustCompany, as the case may be, is hereinafter herein referred to as a “Permitted Free Writing Prospectus.” The Trust Company represents and warrants that it has treated and agrees that it will shall treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will shall comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 1 G hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Trust Company represents, warrants and agrees that, unless it obtains the prior written consent of each of the Agents, Agent (which consent shall not be DB2/ 46767468.11 unreasonably withheld, delayed withheld or conditioneddelayed), and each of the Agents representAgent represents, warrant warrants and agree agrees that, unless they it obtains the prior written consent of the Trust and the other AgentsCompany, they have it has not made and will not make any offer relating to the Placement Units Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agents Agent or by the TrustCompany, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Trust Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectusIssuer Free Writing Prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 1 23 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Trust Each of the Partnership Parties represent, warrant and agree that, unless it obtains the prior consent of MLV, and MLV represents, warrants and agrees that, unless it obtains the prior consent of each of the AgentsPartnership Parties, which consent shall not be unreasonably withheld, delayed or conditioned, and each of the Agents represent, warrant and agree that, unless they obtains the prior consent of the Trust and the other Agents, they have it has not made and will not make any offer relating to the Placement Units Securities that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agents MLV or by the TrustPartnership Parties, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Trust represents Partnership Parties represent and warrants warrant that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 1 B hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Trust Company represents, warrants and agrees that, unless it obtains the prior consent of each BRS, and BRS represents, warrants and agrees that, unless it obtains the prior consent of the AgentsCompany, in each case, which consent shall not be unreasonably withheld, delayed or conditioned, and each of the Agents represent, warrant and agree that, unless they obtains the prior consent of the Trust and the other Agents, they have it has not made and will not make any offer relating to the Placement Units Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “"free writing prospectus,” " as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agents BRS or by the TrustCompany, as the case may be, is hereinafter referred to as a “"Permitted Free Writing Prospectus.” " The Trust Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “"issuer free writing prospectus,” " as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 1 23 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Trust Company represents, warrants and agrees that, unless it obtains the prior consent of each Ladenburg or is acting under advice of the Agents, which consent shall not be unreasonably withheld, delayed or conditionedcounsel in order to comply with applicable securities laws, and each of the Agents representLadenburg represents, warrant warrants and agree agrees that, unless they it obtains the prior consent of the Trust and the other AgentsCompany, they have it has not made and will not make any offer relating to the Placement Units Securities that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405405 under the Securities Act, required to be filed with the Commission. Any such free writing prospectus consented to by the Agents Ladenburg or by the TrustCompany, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Trust Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433433 under the Securities Act, and has complied and will comply with the requirements of Rule 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission 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 1 F hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Trust Company represents, warrants and agrees that, unless it obtains the prior consent of each of the AgentsAgent, which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed, and each of the Agents representAgent represents, warrant warrants and agree agrees that, unless they it obtains the prior consent of the Trust and the other AgentsCompany, they have which shall not be unreasonably withheld, conditioned or delayed, it has not made and will not make any offer relating to the Placement Units Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agents Agent or by the TrustCompany, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Trust Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 1 23 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Trust Company represents, warrants and agrees that, unless it obtains the prior consent of each of the Agents, Agent (which consent shall not be unreasonably withheld, delayed or conditioned), and each of the Agents representAgent represents, warrant warrants and agree agrees that, unless they it obtains the prior consent of the Trust and the other AgentsCompany (which consent shall not be unreasonably withheld), they have it has not made and will not make any offer relating to the Placement Units Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agents Agent or by the TrustCompany, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Trust Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 1 23 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Trust Each Legacy Party jointly and severally represents, warrants and agrees that, unless it obtains the prior consent of each of the Agents, which consent shall not be unreasonably withheld, delayed or conditionedWachovia, and each of the Agents representUnderwriter, warrant severally and agree not jointly, represents and agrees that, unless they it obtains the prior consent of the Trust Partnership and the other AgentsWachovia, they have it has not made and will not make any offer relating to the Placement Units 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, required to be filed with the Commission. Any such free writing prospectus consented to by the Agents Wachovia or by the TrustPartnership and Wachovia, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Trust Partnership represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, nothing in this Section 16 shall restrict the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 1 hereto are Permitted Free Writing ProspectusesPartnership from making any filings required under the 1934 Act or 1934 Act Regulations.

Permitted Free Writing Prospectuses. The Trust Company represents, warrants and agrees that, unless it obtains the prior written consent of each of the Agents, Agents (which consent shall not be unreasonably withheld, delayed withheld or conditioneddelayed), and each of the Agents representrepresents, warrant warrants and agree agrees that, unless they it obtains the prior written consent of the Trust and the other AgentsCompany, they have it has not made and will not make any offer relating to the Placement Units ADSs that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agents or by the TrustCompany, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Trust Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 1 21 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Trust Company represents, warrants and agrees that, unless it obtains the prior written consent of each of the AgentsAgent, which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed, and each of the Agents representAgent represents, warrant warrants and agree agrees that, unless they it obtains the prior written consent of the Trust and the other AgentsCompany, they have it has not made and will not make any offer relating to the Placement Units Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agents Agent or by the TrustCompany, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Trust Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 1 an exhibit supplementally agreed and exchanged between the parties hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Trust Company represents, warrants and agrees that, unless it obtains the prior consent of each of the Agents, which consent shall not be unreasonably withheld, delayed or conditionedRepresentatives, and each of the Agents representUnderwriter, warrant severally and agree not jointly, represents, warrants and agrees that, unless they it obtains the prior consent of the Trust Company and the other AgentsRepresentatives, they have it has not made and will not make any offer relating to the Placement Units 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, required to be filed with the Commission. Any such free writing prospectus consented to by the Agents Representatives or by the TrustCompany and the Representatives, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Trust Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 1 K or Exhibit L hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Trust Company represents, warrants and agrees that, unless it obtains the prior consent of each the Placement Agent or is acting under advice of the Agents, which consent shall not be unreasonably withheld, delayed or conditionedcounsel in order to comply with applicable securities laws, and each of the Agents representPlacement Agent represents, warrant warrants and agree agrees that, unless they it obtains the prior consent of the Trust and the other AgentsCompany, they have it has not made and will not make any offer relating to the Placement Units Securities that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405405 under the Securities Act, required to be filed with the Commission. Any such free writing prospectus consented to by the Agents Placement Agent or by the TrustCompany, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Trust Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433433 under the Securities Act, and has complied and will comply with the requirements of Rule 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission 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 1 F hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Trust Company represents, warrants and agrees that, unless it obtains the prior written consent of each of the AgentsAgent, which consent shall not to be unreasonably withheld, delayed conditioned or conditioneddelayed, and each of the Agents representAgent represents, warrant warrants and agree agrees that, unless they it obtains the prior written consent of the Trust and the other AgentsCompany, they have not to be unreasonably withheld, conditioned or delayed, it has not made and will not make any offer relating to the Placement Units Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agents Agent or by the TrustCompany, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Trust Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 1 21 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Trust Partnership represents, warrants and agrees thatthat it has not made and, unless it obtains the prior consent of each of the Agents, which consent shall not be unreasonably withheld, delayed or conditioned, and each of the Agents represent, warrant and agree that, unless they obtains the prior written consent of the Trust and the other AgentsRepresentatives, they have not made and it will not make make, any offer relating to the Placement Units 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, ) or portion thereof required to be filed with the CommissionCommission or required to be retained by the Partnership pursuant to Rule 433, other than a free writing prospectus containing the information contained in the Final Term Sheet; provided that the prior written consent of the Representatives shall be deemed to have been given in respect of the Issuer General Use Free Writing Prospectuses, if any, listed on Exhibit E 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 Agents or by the Trust, deemed to have been consented to as the case may be, aforesaid is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Trust represents Partnership represents, warrants and warrants agrees that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 1 E hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Trust Company represents, warrants and agrees that, unless it obtains the prior consent of each of the Agents, which consent shall not be unreasonably withheld, delayed or conditionedWxxxx Fargo Securities, and each of the Agents representWxxxx Fargo Securities represents, warrant warrants and agree agrees that, unless they it obtains the prior consent of the Trust and the other AgentsCompany, they have it has not made and will not make any offer relating to the Placement Units Securities that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” ”, as defined in Rule 405405 under the Securities Act, required to be filed with the Commission. Any such free writing prospectus consented to by the Agents Wxxxx Fargo Securities or by the TrustCompany, as the case may be, is hereinafter herein referred to as a “Permitted Free Writing Prospectus.” ”. The Trust Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” ”, as defined in Rule 433433 under the Securities Act, and has complied and will comply with the requirements of Rule 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission 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 1 G attached hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Trust Each of the Company and the Operating Partnership represents, warrants and agrees that, unless it obtains the prior consent of each of the Agents, which consent shall not be unreasonably withheld, delayed or conditionedUBS Securities, and each of the Agents representUBS Securities represents, warrant warrants and agree agrees that, unless they it obtains the prior consent of the Trust and the other AgentsCompany, they have it has not made and will not make any offer relating to the Placement Units Securities that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405405 under the Securities Act, required to be filed with the Commission. Any such free writing prospectus consented to by the Agents UBS Securities or by the TrustCompany, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Trust Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433433 under the Securities Act, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 1 G hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Trust Company represents, warrants and agrees that, unless it obtains the prior written consent of each of the Agents, which Agent (any such consent shall not to be unreasonably withheld, delayed conditioned or conditioneddelayed), and each of the Agents representAgent represents, warrant warrants and agree agrees that, unless they it obtains the prior written consent of the Trust and the other AgentsCompany (any such consent not to be unreasonably withheld, they have conditioned or delayed), it has not made and will not make any offer relating to the Placement Units Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “"free writing prospectus,” " as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agents Agent or by the TrustCompany, as the case may be, is hereinafter referred to as a “"Permitted Free Writing Prospectus.” " The Trust Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “"issuer free writing prospectus,” " as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 1 21 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Trust Company represents, warrants and agrees that, unless it obtains the prior written consent of each of the AgentsAgent, which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed, and each of the Agents representAgent represents, warrant warrants and agree agrees that, unless they it obtains the prior written consent of the Trust and the other AgentsCompany, they have it has not made and will not make any offer relating to the Placement Units Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agents Agent or by the TrustCompany, which consent shall not be unreasonably withheld, conditioned or delayed, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Trust Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 1 21 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Trust Company represents, warrants and agrees that, unless it obtains the prior consent of each MLV, and MLV represents, warrants and agrees that, unless it obtains the prior consent of the AgentsCompany, in each case which consent shall not be unreasonably withheld, delayed or conditioned, and each of the Agents represent, warrant and agree that, unless they obtains the prior consent of the Trust and the other Agents, they have it has not made and will not make any offer relating to the Placement Units Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agents MLV or by the TrustCompany, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Trust Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 1 G hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Trust Company represents, warrants and agrees that, unless it obtains the prior consent of each the Agent, and the Agent represents, warrants and agrees that, unless it obtains the prior consent of the AgentsCompany, in each case which consent shall not be unreasonably withheld, delayed or conditioned, and each of the Agents represent, warrant and agree that, unless they obtains the prior consent of the Trust and the other Agents, they have it has not made and will not make any offer relating to the Placement Units Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405405 under the Securities Act, required to be filed with the Commission. Any such free writing prospectus consented to by the Agents Agent or by the TrustCompany, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Trust Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433433 under the Securities Act, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 1 23 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Trust Company represents, warrants and agrees that, unless it obtains the prior consent of each of the Agents, which Agent (such consent shall not to be unreasonably withheld, delayed conditioned or conditioneddelayed), and each of the Agents representAgent represents, warrant warrants and agree agrees that, unless they it obtains the prior consent of the Trust and the other AgentsCompany (such consent not to be unreasonably withheld, they have conditioned or delayed), it has not made and will not make any offer relating to the Placement Units Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agents or by the TrustCompany, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Trust Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 1 23 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Trust Each of the Company and the Operating Partnership represents, warrants and agrees that, unless it obtains the prior consent of each of the Agents, which consent shall not be unreasonably withheld, delayed or conditionedXxxxx Fargo Securities, and each of the Agents representXxxxx Fargo Securities represents, warrant warrants and agree agrees that, unless they it obtains the prior consent of the Trust and the other AgentsCompany, they have it has not made and will not make any offer relating to the Placement Units Securities that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agents Xxxxx Fargo Securities or by the TrustCompany, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Trust Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 1 G hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Trust Company represents, warrants and agrees that, unless it obtains the prior consent of each of the Agents, which consent shall not be unreasonably withheld, delayed or conditionedRepresentatives, and each of the Agents representUnderwriter, warrant severally and agree not jointly, represents, warrants and agrees that, unless they it obtains the prior consent of the Trust Company and the other AgentsRepresentatives, they have it has not made and will not make any offer relating to the Placement Units 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, required to be filed with the Commission. Any such free writing prospectus consented to by the Agents Representatives or by the TrustCompany and the Representatives, as the case may be, is hereinafter referred to as a “"Permitted Free Writing Prospectus.” " The Trust Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “"issuer free writing prospectus,” " as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 1 J or Exhibit K hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Trust Company represents, warrants and agrees that, unless it obtains the prior consent of each BRS, and BRS represents, warrants and agrees that, unless it obtains the prior consent of the AgentsCompany, in each case, which consent shall not be unreasonably withheld, delayed or conditioned, and each of the Agents represent, warrant and agree that, unless they obtains the prior consent of the Trust and the other Agents, they have it has not made and will not make any offer relating to the Placement Units Notes that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agents BRS or by the TrustCompany, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Trust Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 1 23 hereto are Permitted Free Writing Prospectuses. 24.

Permitted Free Writing Prospectuses. The Trust Partnership represents, warrants and agrees thatthat it has not made and, unless it obtains the prior written consent of each of the AgentsRepresentatives, which consent shall it will not be unreasonably withheld, delayed or conditionedmake, and each of the Agents representUnderwriter, warrant severally and agree thatnot jointly, represents, warrants and agrees that it has not made and, unless they it obtains the prior written consent of the Trust Partnership and the other AgentsRepresentatives, they have not made and it will not make make, any offer relating to the Placement Units 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) or portion thereof required to be filed with the Commission or, in the case of the Partnership, whether or not required to be filed with the Commission; provided that the prior written consent of the Partnership and the Representatives shall be deemed to have been given in respect of the Issuer General Use Free Writing Prospectuses, if any, listed on Exhibit H 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 Agents or by the Trust, deemed to have been consented to as the case may be, aforesaid is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Trust represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 1 hereto are Permitted Free Writing Prospectuses.Writing

Permitted Free Writing Prospectuses. The Trust Company represents, warrants and agrees that, unless it obtains the prior written consent of each of the Agents, which consent shall not be unreasonably withheldconditioned, delayed or conditionedwithheld, and each of the Agents represent, warrant and agree that, unless they obtains obtain the prior written consent of the Trust and the other AgentsCompany, which shall not be unreasonably conditioned, delayed or withheld, they have not made and will not make any offer relating to the Placement Units Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Agents or by the TrustCompany, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Trust Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes avoidance of claritydoubt, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 1 21 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Trust representsEach of the Company and the Operating Partnership represents and warrants that it has not made, warrants and each of the Company and the Operating Partnership agrees that, that unless it obtains the prior consent of each of the Agents, which consent shall not be unreasonably withheld, delayed or conditioned, RBC Capital Markets and each of the Agents represent, warrant and agree that, RBC Capital Markets agrees that unless they it obtains the prior consent written of the Trust and the other AgentsCompany, they have not made and it will not make any offer relating to the Placement Units 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, required to be filed with the CommissionCommission other than the Issuer Free Writing Prospectuses, if any, identified on Exhibit F hereto. Any such Each of the Issuer Free Writing Prospectuses, if any, identified on Exhibit F hereto and free writing prospectus prospectuses, if any, consented to by the Agents or by the Trust, as the case may be, Company and RBC Capital Markets is hereinafter referred to herein as a “Permitted Free Writing Prospectus.” The Trust Company represents and warrants that it has treated and or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 1 F hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Trust Company represents, warrants and agrees that, unless it obtains the prior consent of each of the Agents, which consent shall not be unreasonably withheld, delayed or conditionedRepresentatives, and each of the Agents representUnderwriter, warrant severally and agree not jointly, represents, warrants and agrees that, unless they it obtains the prior consent of the Trust Company and the other AgentsRepresentatives, they have it has not made and will not make any offer relating to the Placement Units 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, required to be filed with the Commission. Any such free writing prospectus consented to by the Agents Representatives or by the TrustCompany and the Representatives, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Trust Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 1 G or Exhibit H hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Trust Partnership represents, warrants and agrees that, unless it obtains the prior consent of each of the Agents, which consent shall not be unreasonably withheld, delayed or conditionedRepresentatives, and each of the Agents representUnderwriter, warrant severally and agree not jointly, represents, warrants and agrees that, unless they it obtains the prior consent of the Trust Partnership and the other AgentsRepresentatives, they have it has not made and will not make any offer relating to the Placement Units 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, required to be filed with the Commission. Any such free writing prospectus consented to by the Agents Representatives or by the TrustPartnership and the Representatives, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Trust Partnership represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit 1 D hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Trust Company represents, warrants and agrees that, unless it obtains the prior consent of each of the Agents, which consent shall not be unreasonably withheld, delayed or conditionedPlacement Agent, and each of the Agents representPlacement Agent represents, warrant warrants and agree agrees that, unless they it obtains the prior consent of the Trust and the other AgentsCompany, they have it has not made and will not make any offer relating to the Placement Units Securities pursuant to this Agreement that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405405 under the Securities Act, required to be filed with the Commission. Any such free writing prospectus consented to by the Agents Placement Agent or by the TrustCompany, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Trust Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433433 under the Securities Act, and has complied and will comply with the requirements of Rule 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission 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 1 G hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Trust Each of the Company and the Operating Partnership represents, warrants and agrees that, unless it obtains the prior consent of each of the Agents, which consent shall not be unreasonably withheld, delayed or conditionedSales Agent, and each of the Agents representSales Agent represents, warrant warrants and agree agrees that, unless they it obtains the prior consent of the Trust and the other AgentsCompany, they have it has not made and will not make any offer relating to the Placement Units Securities that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405405 under the Securities Act, required to be filed with the Commission. Any such free writing prospectus consented to by the Agents Sales Agent or by the TrustCompany, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Trust Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433433 under the Securities Act, and has complied and will comply with the requirements of Rule 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission 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 1 G hereto are Permitted Free Writing Prospectuses.