Common use of Permitted Free Writing Prospectuses Clause in Contracts

Permitted Free Writing Prospectuses. The Operating Partnership represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Representatives, it will not make, and each Underwriter, severally and not jointly, represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Operating Partnership and the Representatives, it will not make, any offer relating to the Securities that constitutes or would constitute an “issuer free writing prospectus” (as defined in Rule 433) or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405) or portion thereof required, in the case of any Underwriters, to be filed with the Commission or, in the case of the Operating Partnership, whether or not required to be filed with the Commission; provided that the prior written consent of the Operating 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 C hereto and to any electronic road show in the form previously provided by the Operating Partnership to and approved by the Representatives. Any such free writing prospectus consented to or deemed to have been consented to as aforesaid is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Operating Partnership represents, warrants and agrees that it has treated and 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 C hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Each of the Company and the Operating Partnership represents, represents and warrants and agrees that it has not made andmade, and each of the Company and the Operating Partnership agrees that unless it obtains the prior consent of the Sales Agent, the Forward Seller and the Forward Purchaser, and each of the Sales Agent, the Forward Seller and the Forward Purchaser agrees that unless it obtains the prior written consent of the RepresentativesCompany, it will not make, and each Underwriter, severally and not jointly, represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Operating Partnership and the Representatives, it will not make, make any offer relating to the Securities Shares that constitutes or would constitute an “issuer free writing prospectus,” (as defined in Rule 433) , or that would otherwise constitutes or would constitute a “free writing prospectus,” (as defined in Rule 405) or portion thereof required, in the case of any Underwriters, required to be filed with the Commission or, in the case of the Operating Partnership, whether or not required to be filed with the Commission; provided that the prior written consent of the Operating Partnership and the Representatives shall be deemed to have been given in respect of other than the Issuer General Use Free Writing Prospectuses, if any, listed identified on Exhibit C F attached hereto. Each of the Issuer Free Writing Prospectuses, if any, identified on Exhibit F attached hereto and each of the free writing prospectuses, if any, consented to any electronic road show in the form previously provided by the Operating Partnership to Company and approved by the Representatives. Any such free writing prospectus consented to or deemed to have been consented to as aforesaid Sales Agent, the Forward Seller and the Forward Purchaser is hereinafter referred to herein as a “Permitted Free Writing Prospectus.” The Operating Partnership represents, Company represents and warrants and agrees 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 C F attached hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Operating Partnership Company represents, warrants and agrees that it has not made andthat, unless it obtains the prior written consent of the RepresentativesPlacement Agent, it will which consent shall not makebe unreasonably withheld, conditioned or delayed, and each Underwriter, severally and not jointly, the Placement Agent represents, warrants and agrees that it has not made andthat, unless it obtains the prior written consent of the Operating Partnership and the RepresentativesCompany, which consent shall not be unreasonably withheld, conditioned or delayed, it has not made and will not make, make any offer relating to the Securities that constitutes or would constitute an “issuer free writing prospectus” (as defined in Rule 433) Issuer Free Writing Prospectus, or that would otherwise constitutes or would constitute a “free writing prospectus,” (as defined in Rule 405) or portion thereof required405 under the Securities Act, in the case of any Underwriters, to be filed with the Commission or, in the case of the Operating Partnership, whether or not required to be filed with the Commission; provided that the prior written consent of the Operating 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 C hereto and to any electronic road show in the form previously provided by the Operating Partnership to and approved by the Representatives. Any such free writing prospectus consented to by the Placement Agent or deemed to have been consented to by the Company, as aforesaid the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Operating Partnership represents, Company represents and warrants and 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 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 C hereto E hereto, as modified from time to time, are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Operating Partnership represents, Company represents and warrants and agrees that it has not made andmade, and the Company agrees that unless it obtains the prior consent of the Sales Agent, the Forward Seller and the Forward Purchaser, and each of the Sales Agent, the Forward Seller and the Forward Purchaser agrees that unless it obtains the prior written consent of the RepresentativesCompany, it will not make, and each Underwriter, severally and not jointly, represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Operating Partnership and the Representatives, it will not make, make any offer relating to the Securities Shares that constitutes or would constitute an “issuer free writing prospectus,” (as defined in Rule 433) 433 (an “Issuer Free Writing Prospectus”), or that would otherwise constitutes or would constitute a “free writing prospectus,” (as defined in Rule 405) or portion thereof required, in the case of any Underwriters, required to be filed with the Commission or, in the case of the Operating Partnership, whether or not required to be filed with the Commission; provided that the prior written consent of the Operating Partnership and the Representatives shall be deemed to have been given in respect of other than the Issuer General Use Free Writing Prospectuses, if any, listed identified on Exhibit C F attached hereto. Each of the Issuer Free Writing Prospectuses, if any, identified on Exhibit F attached hereto and each of the free writing prospectuses, if any, consented to any electronic road show in the form previously provided by the Operating Partnership to Company and approved by the Representatives. Any such free writing prospectus consented to or deemed to have been consented to as aforesaid Sales Agent, the Forward Seller and the Forward Purchaser is hereinafter referred to herein as a “Permitted Free Writing Prospectus.” The Operating Partnership represents, Company represents and warrants and agrees 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 C F attached hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Operating Partnership Company represents, warrants and agrees that it has not made andthat, unless it obtains the prior written consent of the RepresentativesXxxxx-Xxxxxx (such consent not to be unreasonably withheld, it will not makeconditioned or delayed), and each Underwriter, severally and not jointly, Xxxxx-Xxxxxx represents, warrants and agrees that it has not made andthat, unless it obtains the prior written consent of the Operating Partnership and the RepresentativesCompany (such consent not to be unreasonably withheld, conditioned or delayed), it has not made and will not make, make any offer relating to the Securities Placement Shares that constitutes or would constitute an “issuer free writing prospectus” (as defined in Rule 433) Issuer Free Writing Prospectus, or that would otherwise constitutes or would constitute a “free writing prospectus,” (as defined in Rule 405) or portion thereof required, in the case of any Underwriters, to be filed with the Commission or, in the case of the Operating Partnership, whether or not required to be filed with the Commission; provided that the prior written consent of the Operating 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 C hereto and to any electronic road show in the form previously provided by the Operating Partnership to and approved by the Representatives. Any such free writing prospectus consented to by Xxxxx-Xxxxxx or deemed to have been consented to by the Company, as aforesaid the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Operating Partnership represents, Company represents and warrants and agrees that it has treated and agrees that it will treat each any 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 C 23 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Operating Partnership Company represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Representatives, it will not make, and each Underwriter, severally and not jointly, represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Operating Partnership Company and the Representatives, it will not make, any offer relating to the Securities that constitutes or would constitute an “issuer free writing prospectus” (as defined in Rule 433) or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405) or portion thereof required, in the case of any Underwriters, required to be filed with the Commission or, in the case of the Operating PartnershipCompany, whether or not required to be filed with the Commission; provided that the prior written consent of the Operating Partnership Company 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 C Schedule III hereto and to any electronic road show in the form previously provided by the Operating Partnership Company to and approved by the Representatives. Any such free writing prospectus consented to or deemed to have been consented to as aforesaid is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Operating Partnership Company represents, warrants and agrees that it has treated and 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 C Schedule III hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Operating Partnership represents, Each of the Transaction Entities represents and warrants and agrees that it has not made andmade, and each of the Transaction Entities agrees that unless it obtains the prior consent of [MKT NAME] and [MKT NAME] agrees that unless it obtains the prior written consent of the RepresentativesCompany, it will not make, and each Underwriter, severally and not jointly, represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Operating Partnership and the Representatives, it will not make, make any offer relating to the Securities that constitutes or would constitute an “issuer free writing prospectus,” (as defined in Rule 433) , or that would otherwise constitutes or would constitute a “free writing prospectus,” (as defined in Rule 405) or portion thereof required, in the case of any Underwriters, required to be filed with the Commission or, in the case of the Operating Partnership, whether or not required to be filed with the Commission; provided that the prior written consent of the Operating Partnership and the Representatives shall be deemed to have been given in respect of other than the Issuer General Use Free Writing Prospectuses, if any, listed identified on Exhibit C F hereto. Each of the Issuer Free Writing Prospectuses, if any, identified on Exhibit F hereto and free writing prospectuses, if any, consented to any electronic road show in the form previously provided by the Operating Partnership to Company and approved by the Representatives. Any such free writing prospectus consented to or deemed to have been consented to as aforesaid [MKT NAME] is hereinafter referred to herein as a “Permitted Free Writing Prospectus.” The Operating Partnership represents, Company represents and warrants and agrees 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 C F hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Operating Partnership Company represents, warrants and agrees that it has not made andthat, unless it obtains the prior written consent of the RepresentativesAgent (including by email correspondence to each of the individuals of such party set forth on Schedule 3, it will not makeif receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply), and each Underwriter, severally and not jointly, the Agent represents, warrants and agrees that it has not made andthat, unless it obtains the prior written consent of the Operating Partnership and Company (including by email correspondence to each of the Representativesindividuals of such party set forth on Schedule 3, if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply), it has not made and will not make, make any offer relating to the Securities Placement Shares that constitutes or would constitute an “issuer free writing prospectus” (as defined in Rule 433) Issuer Free Writing Prospectus, or that would otherwise constitutes or would constitute a “free writing prospectus,” (as defined in Rule 405) or portion thereof required, in the case of any Underwriters, to be filed with the Commission or, in the case of the Operating Partnership, whether or not required to be filed with the Commission; provided that the prior written consent of the Operating 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 C hereto and to any electronic road show in the form previously provided by the Operating Partnership to and approved by the Representatives. Any such free writing prospectus consented to by the Agent or deemed to have been consented to by the Company, as aforesaid the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Operating Partnership represents, Company represents and warrants and 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 C 22 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Operating Partnership Company represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Representatives, it will not make, and each Underwriter, severally and not jointly, represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Operating Partnership Company and the Representatives, it will not make, any offer relating to the Securities that constitutes or would constitute an “issuer free writing prospectus” (as defined in Rule 433) or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405) or portion thereof required, in the case of any Underwriters, required to be filed with the Commission or, in the case of the Operating PartnershipCompany, whether or not required to be filed with the Commission; provided that the prior written consent of the Operating Partnership Company 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 C H hereto and to any electronic road show in the form previously provided by the Operating Partnership Company to and approved by the Representatives. Any such free writing prospectus consented to or deemed to have been consented to as aforesaid is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Operating Partnership Company represents, warrants and agrees that it has treated and will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule Rules 164 and 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 C H hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Operating Partnership Company represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Representatives, it will not make, and each Underwriter, severally and not jointly, represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Operating Partnership and the RepresentativesXxxxxxxxxx, it will not make, any offer relating to the Securities that constitutes or would constitute an “issuer free writing prospectus” (as defined in Rule 433) or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405) or portion thereof required, in the case of any Underwriters, required to be filed with the Commission or, in the case of the Operating Partnership, whether or not required to be filed with retained by the CommissionCompany pursuant to Rule 433; provided that the prior written consent of the Operating Partnership and the Representatives Xxxxxxxxxx shall be deemed to have been given in respect of the Issuer General Use Free Writing Prospectuses, if any, listed on Exhibit C E hereto and and, to any electronic road show in the form previously provided by the Operating Partnership Company to and approved by the RepresentativesXxxxxxxxxx. Any such free writing prospectus consented to or deemed to have been consented to as aforesaid is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Operating Partnership Company represents, warrants and agrees that it has treated and 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 C E hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Operating Partnership representsUnless the Company has notified or notifies the Agents otherwise in accordance with Section 4(f) hereof, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Representatives, it will not make, and each Underwriter, severally and not jointly, represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Operating Partnership and the Representatives, it will not make, any offer relating to the Securities that constitutes or would constitute an no “issuer free writing prospectus” (as defined in Rule 433433 under the Act) or that would otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405405 under the Act) conflicts or portion thereof required, will conflict with the information contained in the case of Registration Statement or the Prospectus, including any Underwritersdocument incorporated or deemed incorporated by reference therein, or any preliminary or other prospectus deemed to be filed with the Commission or, in the case of the Operating Partnership, whether a part thereof that has not been superseded or not required to be filed with the Commission; provided that the prior written consent of the Operating 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 C hereto and to any electronic road show in the form previously provided by the Operating Partnership to and approved by the Representativesmodified. Any such free writing prospectus relating to the Shares consented to or deemed to have been consented to as aforesaid by the Agents (including any Free Writing Prospectus prepared by the Company solely for use in connection with the offering contemplated by a particular Terms Agreement) is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Operating Partnership represents, warrants and agrees that it has treated and will treat each ”. Each Permitted Free Writing Prospectus as has conformed in all material respects to the requirements of the Act on the date of first use, and the Company has complied with any filing requirements applicable to a Permitted Free Writing Prospectus pursuant to the Act. The Company has not made any offer relating to the Shares that would constitute an “issuer free writing prospectus,” as defined under Rule 433 of the Act without the prior written consent of the Agents. The Company has retained in Rule 433, and has complied and will comply accordance with the requirements Act all issuer free writing prospectuses that were not required to be filed pursuant to the Act. The first sentence of Rule 433 applicable this Section 3(c) shall not apply to statements in or omissions from any Permitted Free Writing ProspectusProspectus in reliance upon and in conformity with written information furnished to the Company by any Agent specifically for use therein, including timely filing with it being understood and agreed that the Commission where required, legending and record keeping. For the purposes only such information furnished by any Agent consists of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit C hereto are Permitted Free Writing ProspectusesAgent Information.

Permitted Free Writing Prospectuses. The Operating Partnership representsTransaction Entities represent, warrants warrant and agrees agree that it has they have not made and, unless it obtains they obtain the prior written consent of the Representatives, it will not make, and each Underwriter, severally and not jointly, represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Operating Partnership Transaction Entities and the Representatives, it will not make, any offer relating to the Securities that constitutes or would constitute an “issuer free writing prospectus” (as defined in Rule 433) or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405) or portion thereof required, in the case of any Underwriters, to be filed with the Commission or, in the case of the Operating PartnershipTransaction Entities, whether or not required to be filed with the Commission; provided that the prior written consent of the Operating Partnership Transaction Entities 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 C hereto and to any electronic road show in the form previously provided by the Operating Partnership Transaction Entities to and approved by the Representatives. Any such free writing prospectus consented to or deemed to have been consented to as aforesaid is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Operating Partnership representsTransaction Entities represent, warrants warrant and agrees agree that it has they have treated and 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 C hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Operating Partnership Company represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Representatives, it will not make, and each Underwriter, severally and not jointly, represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Operating Partnership Company and the Representatives, it will not make, any offer relating to the Securities that constitutes or would constitute an “issuer free writing prospectus” (as defined in Rule 433) or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405) or portion thereof required, in the case of any Underwriters, required to be filed with the Commission or, in the case of the Operating PartnershipCompany, whether or not required to be filed with the Commission; provided that the prior written consent of the Operating Partnership Company 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 C G hereto and to any electronic road show in the form previously provided by the Operating Partnership Company to and approved by the Representatives. Any such free writing prospectus consented to or deemed to have been consented to as aforesaid is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Operating Partnership Company represents, warrants and agrees that it has treated and will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule Rules 164 and 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 C G or Exhibit H hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Operating Partnership Company represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Representatives, it will not make, and each Underwriter, severally and not jointly, represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Operating Partnership Company and the Representatives, it will not make, any offer relating to the Securities that constitutes or would constitute an “issuer free writing prospectus” (as defined in Rule 433) or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405) or portion thereof required, in the case of any Underwriters, required to be filed with the Commission or, in the case of the Operating PartnershipCompany, whether or not required to be filed with the Commission; provided that the prior written consent of the Operating Partnership Company 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 C H hereto and to any electronic road show in the form previously provided by the Operating Partnership Company to and approved by the Representatives. Any such free writing prospectus consented to or deemed to have been consented to as aforesaid is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Operating Partnership Company represents, warrants and agrees that it has treated and 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 C H hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Operating Partnership Company represents, warrants and agrees that that, unless it has obtains the prior written consent of each of the Agents, Forward Sellers and Forward Purchasers, which consent shall not made andbe unreasonably withheld, conditioned or delayed, and each of the Agents, Forward Sellers and Forward Purchasers represents, warrants and agrees that, unless it obtains the prior written consent of the RepresentativesCompany, it will which consent shall not makebe unreasonably withheld, and each Underwriterconditioned or delayed, severally and not jointly, represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Operating Partnership and the Representatives, it will not make, make any offer relating to the Securities Shares that constitutes or would constitute an “issuer free writing prospectus” (as defined in Rule 433) Issuer Free Writing Prospectus, or that would otherwise constitutes or would constitute a “free writing prospectus,” (as defined in Rule 405) or portion thereof required, in the case of any Underwriters, to be filed with the Commission or, in the case of the Operating Partnership, whether or not required to be filed with the Commission; provided that the prior written consent of the Operating 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 C hereto and to any electronic road show in the form previously provided by the Operating Partnership to and approved by the Representatives. Any such free writing prospectus consented to by the Agents, Forward Seller or deemed to have been consented to Forward Purchasers or by the Company, as aforesaid the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Operating Partnership represents, Company represents and warrants and 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 C 2 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Operating Partnership represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Representatives, it will not make, and each Underwriter, severally and not jointly, represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Operating Partnership and the Representatives, it will not make, any offer relating to the Securities that constitutes or would constitute an “issuer free writing prospectus” (as defined in Rule 433) or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405) or portion thereof required, in the case of any Underwriters, required to be filed with the Commission or, in the case of the Operating Partnership, whether or not required to be filed with the Commission; provided that the prior written consent of the Operating 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 C G hereto and to any electronic road show in the form previously provided by the Operating Partnership to and approved by the Representatives. Any such free writing prospectus consented to or deemed to have been consented to as aforesaid is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Operating Partnership represents, warrants and agrees that it has treated and will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule Rules 164 and 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 C G or Exhibit H hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Operating Partnership represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Representatives, it will not make, and each Underwriter, severally and not jointly, represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Operating Partnership and the Representatives, it will not make, any offer relating to the Securities that constitutes or would constitute an “issuer free writing prospectus” (as defined in Rule 433) or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405) or portion thereof required, in the case of any Underwriters, required to be filed with the Commission or, in the case of the Operating Partnership, whether or not required to be filed with the Commission; provided that the prior written consent of the Operating 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 C H hereto and to any electronic road show in the form previously provided by the Operating Partnership to and approved by the Representatives. Any such free writing prospectus consented to or deemed to have been consented to as aforesaid is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Operating Partnership represents, warrants and agrees that it has treated and will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule Rules 164 and 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 C H hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Operating Partnership Company represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Representatives, it will not make, and each Underwriter, severally and not jointly, represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Operating Partnership Company and the Representatives, it will not make, any offer relating to the Securities that constitutes or would constitute an “issuer free writing prospectus” (as defined in Rule 433) or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405) or portion thereof required, in the case of any Underwriters, required to be filed with the Commission or, in the case of the Operating PartnershipCompany, whether or not required to be filed with the Commission; provided that the prior written consent of the Operating Partnership Company 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 C G hereto and to any electronic road show in the form previously provided by the Operating Partnership Company to and approved by the Representatives. Any such free writing prospectus consented to or deemed to have been consented to as aforesaid is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Operating Partnership Company represents, warrants and agrees that it has treated and will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule Rules 164 and 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 C Exhibits F and G hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Operating Partnership represents, Each of the Company and the OP represents and warrants and agrees that it has not made andmade, and each of the Company and the OP agrees that unless it obtains the prior consent of JonesTrading and JonesTrading agrees that unless it obtains the prior written consent of the RepresentativesCompany, it will not make, and each Underwriter, severally and not jointly, represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Operating Partnership and the Representatives, it will not make, make any offer relating to the Securities that constitutes or would constitute an “issuer free writing prospectus,” (as defined in Rule 433) , or that would otherwise constitutes or would constitute a “free writing prospectus,” (as defined in Rule 405) or portion thereof required, in the case of any Underwriters, required to be filed with the Commission or, in the case of the Operating Partnership, whether or not required to be filed with the Commission; provided that the prior written consent of the Operating Partnership and the Representatives shall be deemed to have been given in respect of other than the Issuer General Use Free Writing Prospectuses, if any, listed identified on Exhibit C F hereto. Each of the Issuer Free Writing Prospectuses, if any, identified on Exhibit F hereto and free writing prospectuses, if any, consented to any electronic road show in the form previously provided by the Operating Partnership to Company and approved by the Representatives. Any such free writing prospectus consented to or deemed to have been consented to as aforesaid JonesTrading is hereinafter referred to herein as a “Permitted Free Writing Prospectus.” The Operating Partnership represents, Company represents and warrants and agrees 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 C F hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Operating Partnership representsTransaction Entities represent, warrants warrant and agrees agree that it has they have not made and, unless it obtains they obtain the prior written consent of the Representatives, it will not make, and each Underwriter, severally and not jointly, represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Operating Partnership Transaction Entities and the Representatives, it will not make, any offer relating to the Securities that constitutes or would constitute an “issuer free writing prospectus” (as defined in Rule 433) or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405) or portion thereof required, in the case of any Underwriters, to be filed with the Commission or, in the case of the Operating PartnershipTransaction Entities, whether or not required to be filed with the Commission; provided that the prior written consent of the Operating Partnership Transaction Entities 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 C hereto and to any electronic road show in the form previously provided by the Operating Partnership Transaction Entities to and approved by the Representatives. Any such free writing prospectus consented to or deemed to have been consented to as aforesaid is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Operating Partnership representsTransaction Entities represent, warrants warrant and agrees agree that it has they have treated and 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 C hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Operating Partnership Company represents, warrants and agrees that it has not made andthat, unless it obtains the prior written consent of the RepresentativesPlacement Agent, it will which consent shall not makebe unreasonably withheld, conditioned or delayed, and each Underwriter, severally and not jointly, the Placement Agent represents, warrants and agrees that it has not made andthat, unless it obtains the prior written consent of the Operating Partnership and the RepresentativesCompany, which consent shall not be unreasonably withheld, conditioned or delayed, it has not made and will not make, make any offer relating to the Securities that constitutes or would constitute an “issuer free writing prospectus” (as defined in Rule 433) Issuer Free Writing Prospectus, or that would otherwise constitutes or would constitute a “free writing prospectus,” (as defined in Rule 405) or portion thereof required405 under the Securities Act, in the case of any Underwriters, to be filed with the Commission or, in the case of the Operating Partnership, whether or not required to be filed with the Commission; provided that the prior written consent of the Operating 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 C hereto and to any electronic road show in the form previously provided by the Operating Partnership to and approved by the Representatives. Any such free writing prospectus consented to by the Placement Agent or deemed to have been consented to by the Company, as aforesaid the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Operating Partnership represents, Company represents and warrants and 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 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 C hereto F hereto, as modified from time to time, are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Each of the Company and the Operating Partnership represents, represents and warrants and agrees that it has not made andmade, and each of the Company and the Operating Partnership agrees that unless it obtains the prior consent of B. Xxxxx and B. Xxxxx agrees that unless it obtains the prior written consent of the RepresentativesCompany, it will not make, and each Underwriter, severally and not jointly, represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Operating Partnership and the Representatives, it will not make, make any offer relating to the Securities that constitutes or would constitute an “issuer free writing prospectus,” (as defined in Rule 433) , or that would otherwise constitutes or would constitute a “free writing prospectus,” (as defined in Rule 405) or portion thereof required, in the case of any Underwriters, required to be filed with the Commission or, in the case of the Operating Partnership, whether or not required to be filed with the Commission; provided that the prior written consent of the Operating Partnership and the Representatives shall be deemed to have been given in respect of other than the Issuer General Use Free Writing Prospectuses, if any, listed identified on Exhibit C F hereto. Each of the Issuer Free Writing Prospectuses, if any, identified on Exhibit F hereto and free writing prospectuses, if any, consented to any electronic road show in the form previously provided by the Operating Partnership to Company and approved by the Representatives. Any such free writing prospectus consented to or deemed to have been consented to as aforesaid B. Xxxxx is hereinafter referred to herein as a “Permitted Free Writing Prospectus.” The Operating Partnership represents, Company represents and warrants and agrees 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 C F hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Each of the Company and the Operating Partnership represents, represents and warrants and agrees that it has not made andmade, and each of the Company and the Operating Partnership agrees that unless it obtains the prior consent of Rxxxxxx Jxxxx and Rxxxxxx Jxxxx agrees that unless it obtains the prior written consent of the RepresentativesCompany, it will not make, and each Underwriter, severally and not jointly, represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Operating Partnership and the Representatives, it will not make, make any offer relating to the Securities that constitutes or would constitute an “issuer free writing prospectus,” (as defined in Rule 433) , or that would otherwise constitutes or would constitute a “free writing prospectus,” (as defined in Rule 405) or portion thereof required, in the case of any Underwriters, required to be filed with the Commission or, in the case of the Operating Partnership, whether or not required to be filed with the Commission; provided that the prior written consent of the Operating Partnership and the Representatives shall be deemed to have been given in respect of other than the Issuer General Use Free Writing Prospectuses, if any, listed identified on Exhibit C F hereto. Each of the Issuer Free Writing Prospectuses, if any, identified on Exhibit F hereto and free writing prospectuses, if any, consented to any electronic road show in the form previously provided by the Operating Partnership to Company and approved by the Representatives. Any such free writing prospectus consented to or deemed to have been consented to as aforesaid Rxxxxxx Jxxxx is hereinafter referred to herein as a “Permitted Free Writing Prospectus.” The Operating Partnership represents, Company represents and warrants and agrees 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 C F hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Each of the Company and the Operating Partnership represents, represents and warrants and agrees that it has not made andmade, and each of the Company and the Operating Partnership agrees that unless it obtains the prior consent of Xxxxx Fargo Securities and Xxxxx Fargo Securities agrees that unless it obtains the prior written consent of the RepresentativesCompany, it will not make, and each Underwriter, severally and not jointly, represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Operating Partnership and the Representatives, it will not make, make any offer relating to the Securities that constitutes or would constitute an “issuer free writing prospectus,” (as defined in Rule 433) , or that would otherwise constitutes or would constitute a “free writing prospectus,” (as defined in Rule 405) or portion thereof required, in the case of any Underwriters, required to be filed with the Commission or, in the case of the Operating Partnership, whether or not required to be filed with the Commission; provided that the prior written consent of the Operating Partnership and the Representatives shall be deemed to have been given in respect of other than the Issuer General Use Free Writing Prospectuses, if any, listed identified on Exhibit C F hereto. Each of the Issuer Free Writing Prospectuses, if any, identified on Exhibit F hereto and free writing prospectuses, if any, consented to any electronic road show in the form previously provided by the Operating Partnership to Company and approved by the Representatives. Any such free writing prospectus consented to or deemed to have been consented to as aforesaid Xxxxx Fargo Securities is hereinafter referred to herein as a “Permitted Free Writing Prospectus.” The Operating Partnership represents, Company represents and warrants and agrees 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 C F hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Operating Partnership represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the RepresentativesRepresentative, it will not make, and each Underwriter, severally and not jointly, represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Operating Partnership and the RepresentativesRepresentative, it will not make, any offer relating to the Securities Units that constitutes or would constitute an “issuer free writing prospectus” (as defined in Rule 433) or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405) or portion thereof required, in the case of any Underwriters, required to be filed with the Commission or, in the case of the Operating Partnership, whether or not required to be filed with the Commission; provided that the prior written consent of the Operating Partnership and the Representatives Representative shall be deemed to have been given in respect of the Issuer General Use Free Writing Prospectuses, if any, listed on Exhibit C H hereto and to any electronic road show in the form previously provided by the Operating Partnership to and approved by the RepresentativesRepresentative. Any such free writing prospectus consented to or deemed to have been consented to as aforesaid is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Operating Partnership represents, warrants and agrees that it has treated and will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule Rules 164 and 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 C H hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Operating Partnership Company represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Representatives, it will not make, and each Underwriter, severally and not jointly, represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Operating Partnership Company and the Representatives, it will not make, any offer relating to the Securities that constitutes or would constitute an “issuer free writing prospectus” (as defined in Rule 433) or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405) or portion thereof required, in the case of any Underwriters, required to be filed with the Commission or, in the case of the Operating PartnershipCompany, whether or not required to be filed with the Commission; provided that the prior written consent of the Operating Partnership Company 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 C K hereto and to any electronic road show in the form previously provided by the Operating Partnership Company to and approved by the Representatives. Any such free writing prospectus consented to or deemed to have been consented to as aforesaid is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Operating Partnership Company represents, warrants and agrees that it has treated and will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule Rules 164 and 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 C K hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Operating Partnership represents, Each of the Transaction Entities represents and warrants and agrees that it has not made andmade, and each of the Transaction Entities agrees that unless it obtains the prior consent of Xxxxx Fargo Securities and Xxxxx Fargo Securities agrees that unless it obtains the prior written consent of the RepresentativesCompany, it will not make, and each Underwriter, severally and not jointly, represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Operating Partnership and the Representatives, it will not make, make any offer relating to the Securities that constitutes or would constitute an “issuer free writing prospectus,” (as defined in Rule 433) , or that would otherwise constitutes or would constitute a “free writing prospectus,” (as defined in Rule 405) or portion thereof required, in the case of any Underwriters, required to be filed with the Commission or, in the case of the Operating Partnership, whether or not required to be filed with the Commission; provided that the prior written consent of the Operating Partnership and the Representatives shall be deemed to have been given in respect of other than the Issuer General Use Free Writing Prospectuses, if any, listed identified on Exhibit C F hereto. Each of the Issuer Free Writing Prospectuses, if any, identified on Exhibit F hereto and free writing prospectuses, if any, consented to any electronic road show in the form previously provided by the Operating Partnership to Company and approved by the Representatives. Any such free writing prospectus consented to or deemed to have been consented to as aforesaid Xxxxx Fargo Securities is hereinafter referred to herein as a “Permitted Free Writing Prospectus.” The Operating Partnership represents, Company represents and warrants and agrees 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 C F hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Each of the Company and the Operating Partnership represents, represents and warrants and agrees that it has not made andmade, and each of the Company and the Operating Partnership agrees that unless it obtains the prior consent of Janney and Janney agrees that unless it obtains the prior written consent of the RepresentativesCompany, it will not make, and each Underwriter, severally and not jointly, represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Operating Partnership and the Representatives, it will not make, make any offer relating to the Securities that constitutes or would constitute an “issuer free writing prospectus,” (as defined in Rule 433) , or that would otherwise constitutes or would constitute a “free writing prospectus,” (as defined in Rule 405) or portion thereof required, in the case of any Underwriters, required to be filed with the Commission or, in the case of the Operating Partnership, whether or not required to be filed with the Commission; provided that the prior written consent of the Operating Partnership and the Representatives shall be deemed to have been given in respect of other than the Issuer General Use Free Writing Prospectuses, if any, listed identified on Exhibit C F hereto. Each of the Issuer Free Writing Prospectuses, if any, identified on Exhibit F hereto and free writing prospectuses, if any, consented to any electronic road show in the form previously provided by the Operating Partnership to Company and approved by the Representatives. Any such free writing prospectus consented to or deemed to have been consented to as aforesaid Janney is hereinafter referred to herein as a “Permitted Free Writing Prospectus.” The Operating Partnership represents, Company represents and warrants and agrees 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 C F hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Operating Partnership Company represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Representatives, it will not make, and each Underwriter, severally and not jointly, represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Operating Partnership Company and the Representatives, it will not make, any offer relating to the Securities that constitutes or would constitute an “issuer free writing prospectus” (as defined in Rule 433) or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405) or portion thereof required, in the case of any Underwriters, required to be filed with the Commission or, in the case of the Operating Partnership, whether or not required to be filed with retained by the CommissionCompany pursuant to Rule 433; provided that the prior written consent of the Operating Partnership Company 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 C F hereto and to any electronic road show in the form previously provided by the Operating Partnership Company to and approved by the Representatives. Any such free writing prospectus consented to or deemed to have been consented to as aforesaid is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Operating Partnership Company represents, warrants and agrees that it has treated and 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 C hereto F are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Operating Partnership represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Representatives, it will not make, and each Underwriter, severally and not jointly, represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Operating Partnership and the RepresentativesUnderwriters, it will not make, any offer relating to the Securities that constitutes or would constitute an “issuer free writing prospectus” (as defined in Rule 433) or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405) or portion thereof required, in the case of any Underwriters, required to be filed with the Commission or, in the case of the Operating Partnership, whether or not required to be filed with retained by the CommissionPartnership 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 Operating Partnership and the Representatives Underwriters shall be deemed to have been given in respect of the Issuer General Use Free Writing Prospectuses, if any, listed on Exhibit C E hereto and and, to any electronic road show in the form previously provided by the Operating Partnership to and approved by the RepresentativesUnderwriters. Any such free writing prospectus consented to or deemed to have been consented to as aforesaid is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Operating Partnership represents, warrants and agrees that it has treated and 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 C E hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Operating Partnership Company represents, warrants and agrees that it has not made andthat, unless it obtains the prior written consent of the RepresentativesXxxxxxx Xxxxxxx (such consent not to be unreasonably withheld, it will not makeconditioned or delayed), and each Underwriter, severally and not jointly, Xxxxxxx Xxxxxxx represents, warrants and agrees that it has not made andthat, unless it obtains the prior written consent of the Operating Partnership and the RepresentativesCompany (such consent not to be unreasonably withheld, conditioned or delayed), it has not made and will not make, make any offer relating to the Securities Placement Shares that constitutes or would constitute an “issuer free writing prospectus” (as defined in Rule 433) Issuer Free Writing Prospectus, or that would otherwise constitutes or would constitute a “free writing prospectus,” (as defined in Rule 405) or portion thereof required, in the case of any Underwriters, to be filed with the Commission or, in the case of the Operating Partnership, whether or not required to be filed with the Commission; provided that the prior written consent of the Operating 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 C hereto and to any electronic road show in the form previously provided by the Operating Partnership to and approved by the Representatives. Any such free writing prospectus consented to by Xxxxxxx Xxxxxxx or deemed to have been consented to by the Company, as aforesaid the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Operating Partnership represents, Company represents and warrants and 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 C 23 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Operating Partnership Company represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Representatives, it will not make, and each Underwriter, severally and not jointly, represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Operating Partnership and the RepresentativesAegis, it will not make, any offer relating to the Securities that constitutes or would constitute an “issuer free writing prospectus” (as defined in Rule 433) or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405) or portion thereof required, in the case of any Underwriters, required to be filed with the Commission or, in the case of the Operating Partnership, whether or not required to be filed with retained by the CommissionCompany pursuant to Rule 433; provided that the prior written consent of the Operating Partnership and the Representatives Aegis shall be deemed to have been given in respect of the Issuer General Use Free Writing Prospectuses, if any, listed on Exhibit C E hereto and and, to any electronic road show in the form previously provided by the Operating Partnership Company to and approved by the RepresentativesAegis. Any such free writing prospectus consented to or deemed to have been consented to as aforesaid is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Operating Partnership Company represents, warrants and agrees that it has treated and 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 C E hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Operating Partnership Company represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Representatives, it will not make, and each Underwriter, severally and not jointly, represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Operating Partnership Company and the Representatives, it will not make, any offer relating to the Securities that constitutes or would constitute an “issuer free writing prospectus” (as defined in Rule 433) or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405) or portion thereof required, in the case of any Underwriters, required to be filed with the Commission or, in the case of the Operating PartnershipCompany, whether or not required to be filed with the Commission; provided that the prior written consent of the Operating Partnership Company 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 C F hereto and to any electronic road show in the form previously provided by the Operating Partnership Company to and approved by the Representatives. Any such free writing prospectus consented to or deemed to have been consented to as aforesaid is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Operating Partnership Company represents, warrants and agrees that it has treated and will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule Rules 164 and 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 C F hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Each of the Company and the Operating Partnership represents, represents and warrants and agrees that it has not made andmade, and each of the Company and the Operating Partnership agrees that unless it obtains the prior consent of Stifel and Stifel agrees that unless it obtains the prior written consent of the RepresentativesCompany, it will not make, and each Underwriter, severally and not jointly, represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Operating Partnership and the Representatives, it will not make, make any offer relating to the Securities that constitutes or would constitute an “issuer free writing prospectus,” (as defined in Rule 433) , or that would otherwise constitutes or would constitute a “free writing prospectus,” (as defined in Rule 405) or portion thereof required, in the case of any Underwriters, required to be filed with the Commission or, in the case of the Operating Partnership, whether or not required to be filed with the Commission; provided that the prior written consent of the Operating Partnership and the Representatives shall be deemed to have been given in respect of other than the Issuer General Use Free Writing Prospectuses, if any, listed identified on Exhibit C F hereto. Each of the Issuer Free Writing Prospectuses, if any, identified on Exhibit F hereto and free writing prospectuses, if any, consented to any electronic road show in the form previously provided by the Operating Partnership to Company and approved by the Representatives. Any such free writing prospectus consented to or deemed to have been consented to as aforesaid Stifel is hereinafter referred to herein as a “Permitted Free Writing Prospectus.” The Operating Partnership represents, Company represents and warrants and agrees 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 C F hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Operating Partnership and each of the Selling Unitholders represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Representatives, it will not make, and each Underwriter, severally and not jointly, represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Operating Partnership and the Representatives, it will not make, any offer relating to the Securities that constitutes or would constitute an “issuer free writing prospectus” (as defined in Rule 433) or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405) or portion thereof required, in the case of any Underwriters, required to be filed with the Commission or, in the case of the Operating Partnership, whether or not required to be filed with the Commission; provided that the prior written consent of the Operating 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 C J hereto and to any electronic road show in the form previously provided by the Operating Partnership to and approved by the Representatives. Any such free writing prospectus consented to or deemed to have been consented to as aforesaid is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Operating Partnership represents, warrants and agrees that it has treated and will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule Rules 164 and 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 C J hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Operating Partnership Company represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Representatives, it will not make, and each Underwriter, severally and not jointly, represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Operating Partnership Company and the Representatives, it will not make, any offer relating to the Securities that constitutes or would constitute an “issuer free writing prospectus” (as defined in Rule 433) or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405) or portion thereof required, in the case of any Underwriters, required to be filed with the Commission or, in the case of the Operating PartnershipCompany, whether or not required to be filed with the Commission; provided that the prior written consent of the Operating Partnership Company 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 C J hereto and to any electronic road show in the form previously provided by the Operating Partnership Company to and approved by the Representatives. Any such free writing prospectus consented to or deemed to have been consented to as aforesaid is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Operating Partnership Company represents, warrants and agrees that it has treated and will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule Rules 164 and 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 C J hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Each of the Company and the Operating Partnership represents, represents and warrants and agrees that it has not made andmade, and each of the Company and the Operating Partnership agrees that unless it obtains the prior consent of Cantor and Cantor agrees that unless it obtains the prior written consent of the RepresentativesCompany, it will not make, and each Underwriter, severally and not jointly, represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Operating Partnership and the Representatives, it will not make, make any offer relating to the Securities that constitutes or would constitute an “issuer free writing prospectus,” (as defined in Rule 433) , or that would otherwise constitutes or would constitute a “free writing prospectus,” (as defined in Rule 405) or portion thereof required, in the case of any Underwriters, required to be filed with the Commission or, in the case of the Operating Partnership, whether or not required to be filed with the Commission; provided that the prior written consent of the Operating Partnership and the Representatives shall be deemed to have been given in respect of other than the Issuer General Use Free Writing Prospectuses, if any, listed identified on Exhibit C F hereto. Each of the Issuer Free Writing Prospectuses, if any, identified on Exhibit F hereto and free writing prospectuses, if any, consented to any electronic road show in the form previously provided by the Operating Partnership to Company and approved by the Representatives. Any such free writing prospectus consented to or deemed to have been consented to as aforesaid Cantor is hereinafter referred to herein as a “Permitted Free Writing Prospectus.” The Operating Partnership represents, Company represents and warrants and agrees 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 C F hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Operating Partnership Company and each Guarantor represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the RepresentativesRepresentative, it will not make, and each Underwriter, severally and not jointly, represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Operating Partnership Company, the Guarantors and the RepresentativesRepresentative, it will not make, any offer relating to the Securities that constitutes or would constitute an “issuer free writing prospectus” (as defined in Rule 433) or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405) or portion thereof required, in the case of any Underwriters, to be filed with the Commission or, in the case of the Operating PartnershipCompany, whether or not required to be filed with the Commission; provided that the prior written consent of the Operating Partnership Company and the Representatives Representative shall be deemed to have been given in respect of the Issuer General Use Free Writing Prospectuses, if any, listed on Exhibit C E hereto and to any electronic road show in the form previously provided by the Operating Partnership Company to and approved by the RepresentativesRepresentative. Any such free writing prospectus consented to or deemed to have been consented to as aforesaid is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Operating Partnership Company represents, warrants and agrees that it has treated and 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 C E hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Each of the Company and the Operating Partnership represents, represents and warrants and agrees that it has not made andmade, and each of the Company and the Operating Partnership agrees that unless it obtains the prior consent of Xxxxx and Xxxxx agrees that unless it obtains the prior written consent of the RepresentativesCompany, it will not make, and each Underwriter, severally and not jointly, represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Operating Partnership and the Representatives, it will not make, make any offer relating to the Securities that constitutes or would constitute an “issuer free writing prospectus,” (as defined in Rule 433) , or that would otherwise constitutes or would constitute a “free writing prospectus,” (as defined in Rule 405) or portion thereof required, in the case of any Underwriters, required to be filed with the Commission or, in the case of the Operating Partnership, whether or not required to be filed with the Commission; provided that the prior written consent of the Operating Partnership and the Representatives shall be deemed to have been given in respect of other than the Issuer General Use Free Writing Prospectuses, if any, listed identified on Exhibit C F hereto. Each of the Issuer Free Writing Prospectuses, if any, identified on Exhibit F hereto and free writing prospectuses, if any, consented to any electronic road show in the form previously provided by the Operating Partnership to Company and approved by the Representatives. Any such free writing prospectus consented to or deemed to have been consented to as aforesaid Baird is hereinafter referred to herein as a “Permitted Free Writing Prospectus.” The Operating Partnership represents, Company represents and warrants and agrees 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 C F hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Operating Partnership represents, Each of the Transaction Entities represents and warrants and agrees that it has not made andmade, and each of the Transaction Entities agrees that unless it obtains the prior consent of SunTrust and SunTrust agrees that unless it obtains the prior written consent of the RepresentativesCompany, it will not make, and each Underwriter, severally and not jointly, represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Operating Partnership and the Representatives, it will not make, make any offer relating to the Securities that constitutes or would constitute an “issuer free writing prospectus,” (as defined in Rule 433) , or that would otherwise constitutes or would constitute a “free writing prospectus,” (as defined in Rule 405) or portion thereof required, in the case of any Underwriters, required to be filed with the Commission or, in the case of the Operating Partnership, whether or not required to be filed with the Commission; provided that the prior written consent of the Operating Partnership and the Representatives shall be deemed to have been given in respect of other than the Issuer General Use Free Writing Prospectuses, if any, listed identified on Exhibit C F hereto. Each of the Issuer Free Writing Prospectuses, if any, identified on Exhibit F hereto and free writing prospectuses, if any, consented to any electronic road show in the form previously provided by the Operating Partnership to Company and approved by the Representatives. Any such free writing prospectus consented to or deemed to have been consented to as aforesaid SunTrust is hereinafter referred to herein as a “Permitted Free Writing Prospectus.” The Operating Partnership represents, Company represents and warrants and agrees 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 C F hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Each of the Company and the Operating Partnership represents, represents and warrants and agrees that it has not made andmade, and each of the Company and the Operating Partnership agrees that unless it obtains the prior consent of RBS and RBS agrees that unless it obtains the prior written consent of the RepresentativesCompany, it will not make, and each Underwriter, severally and not jointly, represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Operating Partnership and the Representatives, it will not make, make any offer relating to the Securities that constitutes or would constitute an “issuer free writing prospectus,” (as defined in Rule 433) , or that would otherwise constitutes or would constitute a “free writing prospectus,” (as defined in Rule 405) or portion thereof required, in the case of any Underwriters, required to be filed with the Commission or, in the case of the Operating Partnership, whether or not required to be filed with the Commission; provided that the prior written consent of the Operating Partnership and the Representatives shall be deemed to have been given in respect of other than the Issuer General Use Free Writing Prospectuses, if any, listed identified on Exhibit C F hereto. Each of the Issuer Free Writing Prospectuses, if any, identified on Exhibit F hereto and free writing prospectuses, if any, consented to any electronic road show in the form previously provided by the Operating Partnership to Company and approved by the Representatives. Any such free writing prospectus consented to or deemed to have been consented to as aforesaid RBS is hereinafter referred to herein as a “Permitted Free Writing Prospectus.” The Operating Partnership represents, Company represents and warrants and agrees 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 C F hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Operating Partnership represents, Each of the Transaction Entities represents and warrants and agrees that it has not made andmade, and each of the Transaction Entities agrees that unless it obtains the prior consent of RBC Capital Markets and RBC Capital Markets agrees that unless it obtains the prior written consent of the RepresentativesCompany, it will not make, and each Underwriter, severally and not jointly, represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Operating Partnership and the Representatives, it will not make, make any offer relating to the Securities that constitutes or would constitute an “issuer free writing prospectus,” (as defined in Rule 433) , or that would otherwise constitutes or would constitute a “free writing prospectus,” (as defined in Rule 405) or portion thereof required, in the case of any Underwriters, required to be filed with the Commission or, in the case of the Operating Partnership, whether or not required to be filed with the Commission; provided that the prior written consent of the Operating Partnership and the Representatives shall be deemed to have been given in respect of other than the Issuer General Use Free Writing Prospectuses, if any, listed identified on Exhibit C F hereto. Each of the Issuer Free Writing Prospectuses, if any, identified on Exhibit F hereto and free writing prospectuses, if any, consented to any electronic road show in the form previously provided by the Operating Partnership to Company and approved by the Representatives. Any such free writing prospectus consented to or deemed to have been consented to as aforesaid RBC Capital Markets is hereinafter referred to herein as a “Permitted Free Writing Prospectus.” The Operating Partnership represents, Company represents and warrants and agrees 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 C F hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Operating Partnership representsCompany and each of the Selling Stockholders represent, warrants warrant and agrees agree that it has not made and, unless it obtains the prior written consent of the Representatives, it will not make, and each Underwriter, severally and not jointly, represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Operating Partnership Company and the Representatives, it will not make, any offer relating to the Securities that constitutes or would constitute an “issuer free writing prospectus” (as defined in Rule 433) or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405) or portion thereof required, in the case of any Underwriters, required to be filed with the Commission or, in the case of the Operating Partnership, whether or not required to be filed with retained by the CommissionCompany pursuant to Rule 433; provided that the prior written consent of the Operating Partnership Company 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 C H hereto and to any electronic road show in the form previously provided by the Operating Partnership Company to and approved by the Representatives,. Any such free writing prospectus consented to or deemed to have been consented to as aforesaid is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Operating Partnership Company represents, warrants and agrees that it has treated and 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 C H hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Operating Partnership represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the RepresentativesRepresentative, it will not make, and each Underwriter, severally and not jointly, represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Operating Partnership and the RepresentativesRepresentative, it will not make, any offer relating to the Securities Units that constitutes or would constitute an “issuer free writing prospectus” (as defined in Rule 433) or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405) or portion thereof required, in the case of any Underwriters, required to be filed with the Commission or, in the case of the Operating Partnership, whether or not required to be filed with the Commission; provided that the prior written consent of the Operating Partnership and the Representatives Representative shall be deemed to have been given in respect of the Issuer General Use Free Writing Prospectuses, if any, listed on Exhibit C H hereto and to any electronic road show in the form previously provided by the Operating Partnership to and approved by the RepresentativesRepresentative. Any such free writing prospectus consented to or deemed to have been consented to as aforesaid is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Operating Partnership represents, warrants and agrees that it has treated and will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule Rules 164 and 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 C H hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Operating Partnership Company represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Representatives, it will not make, and each Underwriter, severally and not jointly, represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Operating Partnership Company and the Representatives, it will not make, any offer relating to the Securities that constitutes or would constitute an “issuer free writing prospectus” (as defined in Rule 433) or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405) or portion thereof required, in the case of any Underwriters, required to be filed with the Commission or, in the case of the Operating Partnership, whether or not required to be filed with retained by the CommissionCompany pursuant to Rule 433; provided that the prior written consent of the Operating Partnership Company 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 C hereto E hereto, and to any electronic road show in the form previously provided by the Operating Partnership Company to and approved by the Representatives. Any such free writing prospectus consented to or deemed to have been consented to as aforesaid is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Operating Partnership Company represents, warrants and agrees that it has treated and 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 C E hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Each of the Company and the Operating Partnership represents, represents and warrants and agrees that it has not made andmade, and each of the Company and the Operating Partnership agrees that, unless it obtains the prior written consent of the RepresentativesAgents, it will not makethe Forward Sellers and the Forward Purchasers, and each Underwriterof the Agents, severally the Forward Sellers and not jointly, represents, the Forward Purchasers represents and warrants and agrees that it has not made andthat, unless it obtains the prior written consent of the Operating Partnership and the RepresentativesCompany, it has not made and will not make, make any offer relating to the Securities Shares that constitutes or would constitute an “issuer free writing prospectus” (as defined in Rule 433) Issuer Free Writing Prospectus, or that would otherwise constitutes or would constitute a “free writing prospectus,” (as defined in Rule 405) or portion thereof required, in the case of any Underwriters, to be filed with the Commission or, in the case of the Operating Partnership, whether or not required to be filed with the Commission; provided that the prior written consent of the Operating 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 C hereto and to any electronic road show in the form previously provided by the Operating Partnership to and approved by the Representatives. Any such free writing prospectus consented to by any Agent or deemed to have been consented to Forward Seller or by the Company, as aforesaid the case may be, is hereinafter herein referred to as a “Permitted Free Writing Prospectus.” The Operating Partnership represents, Company represents and warrants and 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 C F attached hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Operating Partnership Company represents, warrants and agrees that that, other than the December 2, 2013 Issuer Free Writing Prospectus, it has not made and, unless it obtains the prior written consent of the Representatives, it will not make, and each Underwriter, severally and not jointly, represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Operating Partnership and the Representatives, it will not make, any offer relating to the Securities that constitutes or would constitute an “issuer free writing prospectus” (as defined in Rule 433) or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405) or portion thereof required, in the case of any Underwriters, required to be filed with the Commission or, in the case of the Operating Partnership, whether or not required to be filed with retained by the CommissionCompany pursuant to Rule 433; provided that the prior written consent of the Operating Partnership and the Representatives shall be deemed to have been given in respect of the December 2, 2013 Issuer Free Writing Prospectus, the Issuer General Use Free Writing Prospectuses, if any, listed on Exhibit C I hereto and and, to any electronic road show in the form previously provided by the Operating Partnership Company to and approved by the Representatives. Any such free writing prospectus consented to or deemed to have been consented to as aforesaid is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Operating Partnership Company represents, warrants and agrees that it has treated and 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 the December 2, 2013 Issuer Free Writing Prospectus and all free writing prospectuses, if any, listed in Exhibit C I hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Company and the Operating Partnership representsrepresent, warrants warrant and agrees agree that it has they have not made and, unless it obtains they obtain the prior written consent of the RepresentativesUnderwriters, it will not make, and each Underwriter, severally and not jointly, represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Company, the Operating Partnership and the RepresentativesUnderwriters, it will not make, any offer relating to the Securities that constitutes or would constitute an “issuer free writing prospectus” (as defined in Rule 433) or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405) or portion thereof required, in the case of any Underwriters, to be filed with the Commission or, in the case of the Company and the Operating Partnership, whether or not required to be filed with the Commission; provided that the prior written consent of the Company, the Operating Partnership and the Representatives Underwriters shall be deemed to have been given in respect of the Issuer General Use Free Writing Prospectuses, if any, listed on Exhibit C F hereto and to any electronic road show in the form previously provided by the Company and the Operating Partnership to and approved by the RepresentativesUnderwriters. Any such free writing prospectus consented to or deemed to have been consented to as aforesaid is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company and the Operating Partnership representsrepresent, warrants warrant and agrees agree that it has they have treated and 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 C F hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Operating Partnership Company represents, warrants and agrees that it has not made andthat, unless it obtains the prior written consent of the RepresentativesAgents (including by email correspondence to each of the individuals of such party set forth on Schedule 3, it will not makeif receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply), and each Underwriterthe Agents represent, severally warrant and not jointly, represents, warrants and agrees that it has not made andagree that, unless it obtains the prior written consent of the Operating Partnership Company (including by email correspondence to each of the individuals of such party set forth on Schedule 3, if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply), they have not made and the Representatives, it will not make, make any offer relating to the Securities Placement Shares that constitutes or would constitute an “issuer free writing prospectus” (as defined in Rule 433) Issuer Free Writing Prospectus, or that would otherwise constitutes or would constitute a “free writing prospectus,” (as defined in Rule 405) or portion thereof required, in the case of any Underwriters, to be filed with the Commission or, in the case of the Operating Partnership, whether or not required to be filed with the Commission; provided that the prior written consent of the Operating 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 C hereto and to any electronic road show in the form previously provided by the Operating Partnership to and approved by the Representatives. Any such free writing prospectus consented to by the Agents or deemed to have been consented to by the Company, as aforesaid the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Operating Partnership represents, Company represents and warrants and 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 C 21 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Operating Partnership represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the RepresentativesRepresentative, it will not make, and each Underwriter, severally and not jointly, represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Operating Partnership and the RepresentativesRepresentative, it will not make, any offer relating to the Securities Units that constitutes or would constitute an “issuer free writing prospectus” (as defined in Rule 433) or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405) or portion thereof required, in the case of any Underwriters, required to be filed with the Commission or, in the case of the Operating Partnership, whether or not required to be filed with the Commission; provided that the prior written consent of the Operating Partnership and the Representatives Representative shall be deemed to have been given in respect of the Issuer General Use Free Writing Prospectuses, if any, listed on Exhibit C G hereto and to any electronic road show in the form previously provided by the Operating Partnership to and approved by the RepresentativesRepresentative. Any such free writing prospectus consented to or deemed to have been consented to as aforesaid is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Operating Partnership represents, warrants and agrees that it has treated and will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule Rules 164 and 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 C G hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Operating Partnership Company represents, warrants and agrees that it has not made andthat, unless it obtains the prior written consent of the RepresentativesX. Xxxxx FBR (such consent not to be unreasonably withheld, it will not makeconditioned or delayed), and each Underwriter, severally and not jointly, X. Xxxxx FBR represents, warrants and agrees that it has not made andthat, unless it obtains the prior written consent of the Operating Partnership and the RepresentativesCompany (such consent not to be unreasonably withheld, conditioned or delayed), it has not made and will not make, make any offer relating to the Securities Placement Shares that constitutes or would constitute an “issuer free writing prospectus” (as defined in Rule 433) Issuer Free Writing Prospectus, or that would otherwise constitutes or would constitute a “free writing prospectus,” (as defined in Rule 405) or portion thereof required, in the case of any Underwriters, to be filed with the Commission or, in the case of the Operating Partnership, whether or not required to be filed with the Commission; provided that the prior written consent of the Operating 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 C hereto and to any electronic road show in the form previously provided by the Operating Partnership to and approved by the Representatives. Any such free writing prospectus consented to by X. Xxxxx FBR or deemed to have been consented to by the Company, as aforesaid the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Operating Partnership represents, Company represents and warrants and 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 C 23 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Operating Partnership Company represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Representatives, it will not make, and each Underwriter, severally and not jointly, represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Operating Partnership Company and the Representatives, it will not make, any offer relating to the Securities that constitutes or would constitute an “"issuer free writing prospectus” " (as defined in Rule 433) or that otherwise constitutes or would constitute a “"free writing prospectus” " (as defined in Rule 405) or portion thereof required, in the case of any Underwriters, required to be filed with the Commission or, in the case of the Operating PartnershipCompany, whether or not required to be filed with the Commission; provided that the prior written consent of the Operating Partnership Company 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 C K hereto and to any electronic road show in the form previously provided by the Operating Partnership Company to and approved by the Representatives. Any such free writing prospectus consented to or deemed to have been consented to as aforesaid is hereinafter referred to as a “"Permitted Free Writing Prospectus.” " The Operating Partnership Company represents, warrants and agrees that it has treated and will treat each Permitted Free Writing Prospectus as an “"issuer free writing prospectus,” " as defined in Rule Rules 164 and 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 C K hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Operating Partnership Company represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Representatives, it will not make, and each Underwriter, severally and not jointly, represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Operating Partnership Company and the Representatives, it will not make, any offer relating to the Securities that constitutes or would constitute an “issuer free writing prospectus” (as defined in Rule 433) or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405) or portion thereof required, in the case of any Underwriters, required to be filed with the Commission or, in the case of the Operating PartnershipCompany, whether or not required to be filed with the Commission; provided that the prior written consent of the Operating Partnership Company 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 C I hereto and to any electronic road show in the form previously provided by the Operating Partnership Company to and approved by the Representatives. Any such free writing prospectus consented to or deemed to have been consented to as aforesaid is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Operating Partnership Company represents, warrants and agrees that it has treated and 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 C I hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Operating Partnership Company and each Guarantor represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the RepresentativesRepresentative, it will not make, and each Underwriter, severally and not jointly, represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Operating Partnership Company, the Guarantors and the RepresentativesRepresentative, it will not make, any offer relating to the Securities that constitutes or would constitute an “issuer free writing prospectus” (as defined in Rule 433) or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405) or portion thereof required, in the case of any Underwriters, to be filed with the Commission or, in the case of the Operating PartnershipCompany, whether or not required to be filed with the Commission; provided that the prior written consent of the Operating Partnership Company and the Representatives Representative shall be deemed to have been given in respect of the Issuer General Use Free Writing Prospectuses, if any, listed on Exhibit C E hereto and to any electronic road show in the form previously provided by the Operating Partnership Company to and approved by the RepresentativesRepresentative. Any such free writing prospectus consented to or deemed to have been consented to as aforesaid is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Operating Partnership Company represents, warrants and agrees that it has treated and 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 C E hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Operating Partnership Company represents, warrants and agrees that it has not made andthat, unless it obtains the prior written consent of the RepresentativesAgent (including by email correspondence to each of the individuals of such party set forth on Schedule 3, it will not makeif receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply), and each Underwriter, severally and not jointly, the Agent represents, warrants and agrees that it has not made andthat, unless it obtains the prior written consent of the Operating Partnership and Company (including by email correspondence to each of the Representativesindividuals of such party set forth on Schedule 3, if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply), it has not made and will not make, make any offer relating to the Securities Placement Shares that constitutes or would constitute an “issuer free writing prospectus” (as defined in Rule 433) Issuer Free Writing Prospectus, or that would otherwise constitutes or would constitute a “free writing prospectus,” (as defined in Rule 405) or portion thereof required, in the case of any Underwriters, to be filed with the Commission or, in the case of the Operating Partnership, whether or not required to be filed with the Commission; provided that the prior written consent of the Operating 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 C hereto and to any electronic road show in the form previously provided by the Operating Partnership to and approved by the Representatives. Any such free writing prospectus consented to by the Agent or deemed to have been consented to by the Company, as aforesaid the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Operating Partnership represents, Company represents and warrants and 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 C 21 hereto are Permitted Free Writing Prospectuses.