Common use of Additional Written Communications Clause in Contracts

Additional Written Communications. The Company and the Guarantors (including their agents and representatives, other than the Initial Purchasers in their capacity as such) have not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any written communication that constitutes an offer to sell or solicitation of an offer to buy the Securities (each such communication by the Company and the Guarantors or their agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below) an “Issuer Written Communication”) other than (i) the Preliminary Offering Memorandum, (ii) the Offering Memorandum, (iii) the documents listed on Annex A hereto, including a term sheet substantially in the form of Annex B hereto, which constitute part of the Time of Sale Information, and (iv) any electronic road show (the “Recorded Road Show”) or other written communications, in each case used in accordance with Section 4(c). Each such Issuer Written Communication, when taken together with the Time of Sale Information, did not, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company and the Guarantors make no representation and warranty with respect to any statements or omissions made in each such Issuer Written Communication in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representative expressly for use in any Issuer Written Communication. Each Issuer Written Communication does not conflict with the Time of Sale Information or the Offering Memorandum.

Additional Written Communications. The Company and the Guarantors (including their its agents and representatives, other than the Initial Purchasers in their capacity as such) have has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Securities (each such communication by the Company and the Guarantors or their its agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below) an “Issuer Written Communication”) other than (i) the Preliminary Offering Memorandum, (ii) the Offering Memorandum, (iii) the documents listed on Annex A hereto, including a term sheet substantially in the form of Annex B hereto, which constitute part of the Time of Sale Information, and (iv) any each electronic road show (the “Recorded Road Show”) or and any other written communications, communications approved in each case used writing in accordance with Section 4(c)advance by the Representatives. Each such Issuer Written CommunicationCommunication does not conflict with the information contained in the Time of Sale Information, and, when taken together with the Time of Sale Information, did not, and at the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company and the Guarantors make makes no representation and warranty with respect to any statements or omissions made in each such Issuer Written Communication in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representative Representatives expressly for use in any such Issuer Written Communication. Each Issuer Written Communication does not conflict with , it being understood and agreed that the Time only such information furnished by any Initial Purchaser consists of Sale Information or the Offering Memoranduminformation described as such in Section 7(b) hereof.

Additional Written Communications. The Company Other than the Preliminary Offering Memorandum and the Guarantors Offering Memorandum, the Company (including their its agents and representatives, other than the Initial Purchasers in their capacity as such) have has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Securities (each such communication by the Company and the Guarantors or their its agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below) an “Issuer Written Communication”) other than (i) the Preliminary Offering Memorandum, (ii) the Offering Memorandum, (iii) the documents listed on Annex A B hereto, including a term sheet substantially in the form of Annex B C hereto, which constitute part of the Time of Sale Information, and (iv) any each electronic road show (the “Recorded Road Show”) or and any other written communicationscommunications approved in writing in advance by the Representatives, in each case used in accordance with Section 4(c)such approval not to be unreasonably withheld or delayed. Each such Issuer Written Communication, when taken together with the Time of Sale Information, did not, and at as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company and the Guarantors make makes no representation and warranty with respect to any statements or omissions made in each such Issuer Written Communication in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Company in writing by such an Initial Purchaser through the Representative Representatives expressly for use in any such Issuer Written Communication, it being understood and agreed that the only such information furnished by any Initial Purchaser consists of the information described as such in Section 7(b) hereof. Each such Issuer Written Communication Communication, as of its issue date and at all subsequent times through the completion of the initial offering of the Securities or until any earlier date that the Company notified or notifies the Representatives as described in Section 4(e), did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Time of Sale Information or the Offering Memorandum, including any document incorporated by reference therein.

Additional Written Communications. The Company and the Guarantors (including their its agents and representatives, other than the Initial Purchasers in their capacity as such) have has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Securities (each such communication by the Company and the Guarantors or their its agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below) an “Issuer Written Communication”) other than (i) the Preliminary Offering Memorandum, (ii) the Offering Final Memorandum, (iii) the documents listed on Annex A B hereto, including a term sheet substantially in the form of set forth in Annex B C hereto, which constitute part of the Time of Sale InformationDisclosure Package, and (iv) each electronic “road show” (as defined in Rule 433(h) under the Securities Act) and any electronic road show (the “Recorded Road Show”) or other written communications, communications approved in each case used writing in accordance with Section 4(c)advance by the Representative. Each such Issuer Written Communication, when taken together with the Time of Sale InformationDisclosure Package, did not, and at the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company and the Guarantors make makes no representation and or warranty with respect to any statements or omissions made in each such Issuer Written Communication in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representative expressly for use in any such Issuer Written Communication. Each Issuer Written Communication does not conflict with , it being understood and agreed that the Time only such information furnished by any Initial Purchaser consists of Sale Information or the Offering Memoranduminformation described as such in Section 7(b) hereof.

Additional Written Communications. The Company and the Guarantors (including their agents and representatives, other than the Initial Purchasers in their capacity as such) have not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any written communication that constitutes an offer to sell or solicitation of an offer to buy the Securities (each such communication by the Company and the Guarantors or their agents and representatives (other than a communication referred to in clauses (i), (ii) and (iiiii) below) an “Issuer Written Communication”) other than (i) the Preliminary Offering Memorandum, (ii) the Offering Memorandum, (iii) the documents listed on Annex A hereto, including a term sheet substantially in the form of Annex B hereto, which constitute part of the Time of Sale Information, and (iv) any electronic road show (that constitutes a written communication pursuant to Rule 405 under the “Recorded Road Show”) Securities Act or other written communications, in each case used in accordance with Section 4(c). Each such Issuer Written Communication, when taken together with the Time of Sale InformationInformation at the Time of Sale, did not, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company and the Guarantors make no representation and or warranty with respect to any statements or omissions made in each such Issuer Written Communication in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representative expressly for use in any Issuer Written Communication. Each Issuer Written Communication does not conflict with , it being understood and agreed that the Time only such information furnished by any Initial Purchaser consists of Sale Information or the Offering Memoranduminformation described as such in Section 7(b) hereof.

Additional Written Communications. The Company and the Guarantors (including their its agents and representatives, other than the Initial Purchasers in their capacity as such) have has not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Securities (each such communication by the Company and the Guarantors or their its agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below) an “Issuer Written Communication”) other than (i) the Preliminary Offering Memorandum, (ii) the Offering Memorandum, (iii) the documents listed on Annex A hereto, including a term sheet substantially in the form of Annex B hereto, which constitute part of the Time of Sale Information, and (iv) any each electronic road show (the “Recorded Road Show”) or and any other written communications, communications approved in each case used writing in accordance with Section 4(c)advance by the Representative. Each such Issuer Written CommunicationCommunication does not conflict with the information contained in the Time of Sale Information, and when taken together with the Time of Sale Information, did not, and at the Closing Date and as of any Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company and the Guarantors make makes no representation and or warranty with respect to any statements or omissions made in each such Issuer Written Communication in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representative expressly for use in any such Issuer Written Communication. Each Issuer Written Communication does not conflict with , it being understood and agreed that the Time only such information furnished by any Initial Purchaser consists of Sale Information or the Offering Memoranduminformation described as such in Section 7(b) hereof.

Additional Written Communications. The Company Other than the Preliminary Offering Memorandum and the Guarantors Offering Memorandum, the Company (including their its agents and representatives, other than the Initial Purchasers and the Joint Lead Managers in their capacity as such) have has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Securities (each such communication by the Company and the Guarantors or their its agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below) an “Issuer Written Communication”) other than (i) the Preliminary Offering Memorandum, (ii) the Offering Memorandum, (iii) the documents listed on Annex A B hereto, including a term sheet substantially in the form of Annex B C hereto, which constitute part of the Time of Sale Information, and (iv) any each electronic road show (the “Recorded Road Show”) or and any other written communications, communications approved in each case used writing in accordance with Section 4(c)advance by the Representatives. Each such Issuer Written Communication, when taken together with the Time of Sale Information, did not, and at the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company and the Guarantors make makes no representation and warranty with respect to any statements or omissions made in each such Issuer Written Communication in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representative Representatives expressly for use in any such Issuer Written Communication, it being understood and agreed that the only such information furnished by any Initial Purchaser consists of the information described as such in Section 8(b) hereof. Each such Issuer Written Communication Communication, as of its issue date and at all subsequent times through the completion of the offer and sale of the Securities or until any earlier date that the Company notified or notifies the Representatives as described in Section 4(e), did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Time of Sale Information or the Offering Memorandum, including any document incorporated by reference therein.

Additional Written Communications. The Company Other than the Preliminary Offering Memorandum and the Guarantors Offering Memorandum, the Company (including their its agents and representatives, other than the Initial Purchasers in their capacity as such) have has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Securities (each such communication by the Company and the Guarantors or their its agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below) an “Issuer Written Communication”) other than (i) the Preliminary Offering Memorandum, (ii) the Offering Memorandum, (iii) the documents listed on Annex A B hereto, including a term sheet substantially in the form of Annex B C hereto, which constitute part of the Time of Sale Information, and (iv) any each electronic road show (the “Recorded Road Show”) or and any other written communications, communications approved in each case used writing in accordance with Section 4(c)advance by the Representatives. Each such Issuer Written Communication, when taken together with the Time of Sale Information, did not, and at the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company and the Guarantors make makes no representation and warranty with respect to any statements or omissions made in each such Issuer Written Communication in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representative Representatives expressly for use in any such Issuer Written Communication. Each Issuer Written Communication does not conflict with , it being understood and agreed that the Time only such information furnished by any Initial Purchaser consists of Sale Information or the Offering Memoranduminformation described as such in Section 7(b) hereof.

Additional Written Communications. The Company Other than the Preliminary Offering Memorandum and the Guarantors Offering Memorandum, the Company (including their its agents and representatives, other than the Initial Purchasers in their capacity as such) have has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Securities (each such communication by the Company and the Guarantors or their its agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below) an “Issuer Written Communication”) other than (i) the Preliminary Offering Memorandum, (ii) the Offering Memorandum, (iii) the documents listed on Annex A B hereto, including a term sheet substantially in the form of Annex B C hereto, which constitute part of the Time of Sale Information, and (iv) any each electronic road show (the “Recorded Road Show”) or and any other written communications, communications approved in each case used writing in accordance with Section 4(c)advance by the Representative. Each such Issuer Written Communication, when taken together with the Time of Sale Information, did not, and at the Closing Date and as of any Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company and the Guarantors make makes no representation and warranty with respect to any statements or omissions made in each such Issuer Written Communication in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representative expressly for use in any such Issuer Written Communication, it being understood and agreed that the only such information furnished by any Initial Purchaser consists of the information described as such in Section 7(b) hereof. Each such Issuer Written Communication Communication, as of its issue date and at all subsequent times through the completion of the offer and sale of the Securities or until any earlier date that the Company notified or notifies the Representative as described in Section 4(e), did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Time of Sale Information or the Offering Memorandum, including any document incorporated by reference therein.

Additional Written Communications. The Company Other than the Preliminary Offering Memorandum and the Guarantors Offering Memorandum, the Company (including their its agents and representatives, other than the Initial Purchasers Purchaser in their its capacity as such) have has not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Securities (each such communication by the Company and the Guarantors or their its agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below) an “Issuer Written Communication”) other than (i) the Preliminary Offering Memorandum, (ii) the Offering Memorandum, (iii) the documents listed on Annex A hereto, including a term sheet substantially in the form of Annex B hereto, which constitute part of the Time of Sale Information, and (iv) any each electronic road show (the “Recorded Road Show”) or and any other written communications, communications approved in each case used writing in accordance with Section 4(c)advance by the Initial Purchaser. Each such Issuer Written CommunicationCommunication does not conflict with the information contained in the Time of Sale Information, and when taken together with the Time of Sale Information, did not, and at the Closing Date Date, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company and the Guarantors make makes no representation and or warranty with respect to any statements or omissions made in each such Issuer Written Communication in reliance upon and in conformity with information relating to any the Initial Purchaser furnished to the Company in writing by such the Initial Purchaser through the Representative expressly for use in any such Issuer Written Communication. Each Issuer Written Communication does not conflict with , it being understood and agreed that the Time only such information furnished by the Initial Purchaser consists of Sale Information or the Offering MemorandumInitial Purchaser Information.

Additional Written Communications. The Company Other than the Preliminary Offering Memorandum and the Guarantors Offering Memorandum, the Company (including their its agents and representatives, other than the Initial Purchasers in their capacity as such) have has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Securities (each such communication by the Company and the Guarantors or their its agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below) an “Issuer Written Communication”) other than (i) the Preliminary Offering Memorandum, (ii) the Offering Memorandum, (iii) the documents listed on Annex A B hereto, including a term sheet substantially in the form of Annex B C hereto, which constitute part of the Time of Sale Information, and (iv) any each electronic road show (the “Recorded Road Show”) or and any other written communications, communications approved in each case used writing in accordance with Section 4(c)advance by the Representative. Each such Issuer Written Communication, when taken together with the Time of Sale Information, did not, and at the Closing Date and as of the Additional Closing Date, as the case may be, as supplemented, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company and the Guarantors make makes no representation and warranty with respect to any statements or omissions made in each such Issuer Written Communication in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representative expressly for use in any such Issuer Written Communication, it being understood and agreed that the only such information furnished by any Initial Purchaser consists of the information described as such in Section 7(b) hereof. Each such Issuer Written Communication does Communication, as of its issue date, did not include any information that conflicted, conflicts or will conflict with the information contained in the Time of Sale Information or the Offering Memorandum, including any document incorporated by reference therein.

Additional Written Communications. The Company and the Guarantors (including their its agents and representatives, other than the Initial Purchasers in their capacity as such) have has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any "written communication communication" (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Securities (each such communication by the Company and the Guarantors or their its agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below) an “"Issuer Written Communication”") other than (i) the Preliminary Offering Memorandum, (ii) the Offering Memorandum, (iii) the documents listed on Annex A B hereto, including a term sheet substantially in the form of Annex B C hereto, which constitute part of the Time of Sale Information, and (iv) any each electronic road show (the “Recorded Road Show”) or and any other written communications, communications approved in each case used writing in accordance with Section 4(c)advance by the Representative. Each such Issuer Written Communication, when taken together with the Time of Sale Information, did not, and at the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company and the Guarantors make makes no representation and warranty with respect to any statements or omissions made in each such Issuer Written Communication in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representative expressly for use in any such Issuer Written Communication, it being understood and agreed that the only such information furnished by any Initial Purchaser consists of the information described as such in Section 7(b) hereof. Each such Issuer Written Communication Communication, as of its issue date and at all subsequent times through the completion of the offer and sale of the Securities or until any earlier date that the Company notified or notifies the Representative as described in Section 4(e), did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Time of Sale Information or the Offering Memorandum, including any document incorporated by reference therein.

Additional Written Communications. The Neither the Company and nor the Guarantors Operating Partnership (including their respective agents and representatives, other than the Initial Purchasers Underwriters in their capacity as such) have not prepared, has made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to buy the Securities (each such communication by the Company and the Guarantors or their agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below) an “Issuer Written Communication”) other than (i) the Preliminary Offering Memorandumpreliminary prospectus dated February 28, 2017, (ii) the Offering MemorandumProspectus, (iii) the documents listed on written communications, if any, identified in Annex A hereto, including a term sheet substantially in the form of Annex B hereto, which constitute part of the Time of Sale Information, and (iv) any each electronic road show (and free writing prospectus approved in advance by the “Recorded Road Show”) or other written communications, in each case used in accordance with Section 4(c)Representatives. Each such Issuer Written Communicationfree writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Act, or that was prepared by or on behalf of or used or referred to by the Company, does not conflict with the information contained in the Time of Sale Information, and when taken together with the Time of Sale Information, did not, and at the Closing Date and as of each Additional Closing Date, if any, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided provided, however, that neither the Company and nor the Guarantors make no Operating Partnership makes any representation and warranty with respect to any statements or omissions made in each such Issuer Written Communication free writing prospectus in reliance upon and in conformity with information relating to any Initial Purchaser Underwriter furnished to the Company in writing by such Initial Purchaser Underwriter through the Representative Representatives expressly for use in such free writing prospectus, it being understood and agreed that the only such information furnished by any Issuer Written Communication. Each Issuer Written Communication does not conflict with Underwriter consists of the Time of Sale Information or the Offering Memoranduminformation described as such in Section 9(c) hereof.

Additional Written Communications. The Company and the Guarantors (including their its agents and representatives, other than the Initial Purchasers in their capacity as such) and the Guarantors have not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Securities (each such communication by the Company and Company, the Guarantors or their respective agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below) an “Issuer Written Communication”) other than (i) the Preliminary Offering Memorandum, (ii) the Offering Memorandum, (iii) the documents listed on Annex A hereto, including a term sheet substantially in the form of Annex B hereto, which constitute part of the Time of Sale Information, and (iv) any each electronic road show (the “Recorded Road Show”) or and any other written communications, communications approved in each case used writing in accordance with Section 4(c)advance by the Representative. Each such Issuer Written CommunicationCommunication does not conflict with the information contained in the Time of Sale Information, and when taken together with the Time of Sale Information, did not, and at the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company and the Guarantors make makes no representation and or warranty with respect to any statements or omissions made in each such Issuer Written Communication in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representative expressly for use in any such Issuer Written Communication. Each Issuer Written Communication does not conflict with , it being understood and agreed that the Time only such information furnished by any Initial Purchaser consists of Sale Information or the Offering Memoranduminformation described as such in Section 7(b) hereof.

Additional Written Communications. The Company Other than the Preliminary Offering Memorandum and the Guarantors Offering Memorandum, the Company (including their its agents and representatives, other than the Initial Purchasers in their capacity as such) have has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Securities Shares (each such communication by the Company and the Guarantors or their its agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below) an “Issuer Written Communication”) other than (i) the Preliminary Offering Memorandum, (ii) the Offering Memorandum, (iii) the documents listed on Annex A B hereto, including a term sheet substantially in the form of Annex B C hereto, which constitute part of the Time of Sale Information, and (iv) any each electronic road show (the “Recorded Road Show”) or and any other written communications, communications approved in each case used writing in accordance with Section 4(c)advance by the Representative. Each such Issuer Written Communication, when taken together with the Time of Sale Information, did not, and at the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company and the Guarantors make makes no representation and warranty with respect to any statements or omissions made in each such Issuer Written Communication in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representative expressly for use in any such Issuer Written Communication. Each Issuer Written Communication does not conflict with , it being understood and agreed that the Time only such information furnished by any Initial Purchaser consists of Sale Information or the Offering Memoranduminformation described as such in Section 7(b) hereof.

Additional Written Communications. The Escrow Issuer, the Company and the Guarantors (including their agents and representatives, other than the Initial Purchasers in their capacity as such) have not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Securities (each such communication by the Escrow Issuer, the Company and the Guarantors or their agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below) ), an “Issuer Written Communication”) other than (i) the Preliminary Offering MemorandumCircular, (ii) the Offering MemorandumCircular, (iii) the documents listed on Annex A hereto, including a term sheet substantially in the form of Annex B C hereto, which constitute part of the Time of Sale Information, (iv) the pre-marketing materials and (ivv) any electronic road show (the “Recorded Road Show”) or other written communications, in each case used in accordance with Section 4(c). Each such Issuer Written Communication, when taken together with the Time of Sale InformationInformation at the Time of Sale, did not, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Escrow Issuer, the Company and the Guarantors make no representation and or warranty with respect to any statements or omissions made in each such Issuer Written Communication in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representative expressly for use in any Issuer Written Communication. Each No Issuer Written Communication does not conflict contains any information that conflicts with the Time of Sale Information or the Offering MemorandumCircular.

Additional Written Communications. The Company Other than the Preliminary Offering Memorandum and the Guarantors Offering Memorandum, the Company (including their its agents and representatives, other than the Initial Purchasers in their capacity as such) have has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any "written communication communication" (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Securities (each such communication by the Company and the Guarantors or their its agents and representatives (other than a communication referred to in clauses clause (i), (ii) and (iii) below) an “"Issuer Written Communication”") other than (i) the Preliminary Offering Memorandum, (ii) the Offering Memorandum, (iii) the documents listed on Annex A hereto, including a term sheet substantially in the form of Annex B hereto, which constitute part of the Time of Sale Information, and (ivii) any each electronic road show (the “Recorded Road Show”) or and any other written communications, communications approved in each case used writing in accordance with Section 4(c)advance by the Representative. Each such Issuer Written Communication, when taken together with the Time of Sale Information, did not, and at the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company and the Guarantors make makes no representation and warranty with respect to any statements or omissions made in each such Issuer Written Communication in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representative expressly for use in any such Issuer Written Communication, it being understood and agreed that the only such information furnished by any Initial Purchaser consists of the information described as such in Section 7(b) hereof. Each such Issuer Written Communication Communication, as of its issue date and at all subsequent times through the completion of the offer and sale of the Securities or until any earlier date that the Company notified or notifies the Representative as described in Section 4(f), did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Time of Sale Information or the Offering Memorandum, including any document incorporated by reference therein.

Additional Written Communications. The Company Other than the Preliminary Offering Memorandum and the Guarantors Offering Memorandum, the Company (including their its agents and representatives, other than the Initial Purchasers in their capacity as such) have has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to (x) any “written communication communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Securities (each such communication by the Company and the Guarantors or their its agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below) ), an “Issuer Written Communication”) other than (i) the Preliminary Offering Memorandum, (ii) the Offering Memorandum, (iii) the documents listed on Annex A hereto, including a term sheet substantially in the form of Annex B hereto, which constitute part of the Time of Sale Information, and (iv) any each electronic road show (the “Recorded Road Show”) or and any other written communications, in each case prepared and used in accordance with Section 4(c‎4(c). Each such Issuer Written CommunicationCommunication does not conflict with the information contained in the Time of Sale Information, and when taken together with the Time of Sale Information, did not, and not at the Closing Date will notApplicable Time, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company and the Guarantors make makes no representation and warranty with respect to any statements or omissions made in each such Issuer Written Communication in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representative Representatives expressly for use in any such Issuer Written Communication. Each Issuer Written Communication does not conflict with , it being understood and agreed that the Time only such information furnished by any Initial Purchaser consists of Sale Information or the Offering Memoranduminformation described as such in Section ‎7(b) hereof.

Additional Written Communications. The Company Other than the Preliminary Offering Memorandum and the Guarantors Offering Memorandum, the Company (including their its agents and representatives, other than the Initial Purchasers in their capacity as such) have has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Securities (each such communication by the Company and the Guarantors or their its agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below) an “Issuer Written Communication”) other than (i) the Preliminary Offering Memorandum, (ii) the Offering Memorandum, (iii) the documents listed on Annex A hereto, including a term sheet substantially in the form of Annex B C hereto, which constitute part of the Time of Sale Information, and (iv) any each electronic road show (the “Recorded Road Show”) or and any other written communications, communications approved in each case used writing in accordance with Section 4(c)advance by the Representative . Each such Issuer Written CommunicationCommunication does not conflict with the information contained in the Time of Sale Information, and when taken together with the Time of Sale Information, did not, and at the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company and the Guarantors make makes no representation and warranty with respect to any statements or omissions made in each such Issuer Written Communication in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representative expressly for use in any such Issuer Written Communication. Each Issuer Written Communication does not conflict with , it being understood and agreed that the Time only such information furnished by any Initial Purchaser consists of Sale Information or the Offering Memoranduminformation described as such in Section 7(b) hereof.

Additional Written Communications. The Company Other than the Preliminary Offering Memorandum and the Guarantors Offering Memorandum, the Company (including their its agents and representatives, other than the Initial Purchasers in their capacity as such) have has not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Securities (each such communication by the Company and the Guarantors or their its agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below) an “Issuer Written Communication”) other than (i) the Preliminary Offering Memorandum, (ii) the Offering Memorandum, (iii) the documents listed on Annex A hereto, including a term sheet substantially in the form of Annex B hereto, which constitute part of the Time of Sale Information, and (iv) any each electronic road show (the “Recorded Road Show”) or and any other written communications, communications approved in each case used writing in accordance with Section 4(c)advance by the Representative. Each such Issuer Written CommunicationCommunication does not conflict with the information contained in the Time of Sale Information, and when taken together with the Time of Sale Information, did not, and at the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company and the Guarantors make makes no representation and or warranty with respect to any statements or omissions made in each such Issuer Written Communication in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representative expressly for use in any such Issuer Written Communication. Each Issuer Written Communication does not conflict with , it being understood and agreed that the Time only such information furnished by any Initial Purchaser consists of Sale Information or the Offering MemorandumInitial Purchaser Information.

Additional Written Communications. The Company and the Guarantors (including their its agents and representatives, other than the Initial Purchasers in their capacity as such) have has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Securities (each such communication by the Company and the Guarantors or their its agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below) an “Issuer Written Communication”) other than (i) the Preliminary Offering Memorandum, (ii) the Offering Memorandum, (iii) the documents listed on Annex A B hereto, including a term sheet substantially in the form of Annex B C hereto, which constitute part of the Time of Sale Information, and (iv) any each electronic road show (the “Recorded Road Show”) or and any other written communications, communications approved in each case used writing in accordance with Section 4(c)advance by the Representative. Each such Issuer Written Communication, when taken together with the Time of Sale Information, did not, and at the Closing Date and (unless the Company notifies the Representatives as described in Section 4(d)) as of the Additional Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company and the Guarantors make makes no representation and warranty with respect to any statements or omissions made in each such Issuer Written Communication in reliance upon and in conformity with information relating to any Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representative expressly for use in any such Issuer Written Communication, it being understood and agreed that the only such information furnished by any Initial Purchaser consists of the information described as such in Section 7(b) hereof. Each such Issuer Written Communication Communication, as of its issue date and at all subsequent times through the completion of the offer and sale of the Securities or until any earlier date that the Company notified or notifies the Representative as described in Section 4(e), did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Time of Sale Information or the Offering Memorandum, including any document incorporated by reference therein.