Common use of Issuer Free Writing Prospectus Clause in Contracts

Issuer Free Writing Prospectus. Other than the Registration Statement, any Preliminary Prospectus and the Prospectus, neither of the Transaction Entities (including their respective agents and representatives, other than the Underwriters in their capacity as such) has prepared, used, authorized, approved or referred to and will not prepare, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares (each such communication by a Transaction Entity or its agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or (ii) the documents listed on Annex C hereto, each electronic road show and any other written communications approved in writing in advance by the Representatives. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and when taken together with any Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not, and as of 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 Transaction Entities make no representation and warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities in writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) hereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, any the Preliminary Prospectus and the Prospectus, neither of the Transaction Entities Company (including their respective its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares (each such communication by a Transaction Entity the Company or its agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or Act, (ii) the documents listed on Annex C A hereto, (iii) each electronic road show show, and (iv) any other written communications approved in writing in advance by the Representatives. Each such Issuer Free Writing Prospectus complied complies in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and does not conflict with the information contained in the Registration Statement or the Pricing Disclosure Package, and, when taken together with any the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not, and 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 Transaction Entities MediaAlpha Parties make no representation and or warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities Company in writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) hereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, any Preliminary Prospectus The Issuers and the Prospectus, neither of the Transaction Entities Guarantors (including their respective agents and representatives, other than the Underwriters in their capacity as such) has have not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares Securities (each such communication by a Transaction Entity the Issuers and the Guarantors or its their agents and representatives (other than a communication referred to in clause clauses (i), (ii) and (iii) below) ), an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or Act, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Annex C A hereto, each including a term sheet substantially in the form of Annex B hereto, which constitute part of the Time of Sale Information, and (v) any electronic road show and any or other written communications communications, in each case approved in writing in advance by the RepresentativesRepresentative. Each such Issuer Free Writing Prospectus complied complies in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and and, when taken together with any the Preliminary Prospectus accompanying, or delivered filed prior to delivery of, the first use of such Issuer Free Writing Prospectus, did notnot at the Time of Sale, and as of 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 Transaction Entities Issuers and the Guarantors make no representation and or warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities Issuers and the Guarantors in writing by such Underwriter (including through the Representatives Representative) expressly for use in such any Issuer Free Writing Prospectus or the Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c8(b) hereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, any the Preliminary Prospectus and the Prospectus, neither of the Transaction Entities Company (including their respective its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, authorized, approved or referred to and the Company will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in under Rule 405 under of the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares Securities (each such communication by a Transaction Entity the Company or its agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or (ii) the documents listed on Annex C A hereto, each electronic road show and any other written communications approved in writing in advance by the Representatives. Each such Issuer Free Writing Prospectus complied complies in all material respects with the Securities Act, has been or will be (within the time period specified in under Rule 433433 of the Securities Act) filed in accordance with the Securities Act (to the extent required thereby) and does not conflict with the information contained in the Registration Statement or the Pricing Disclosure Package, and, when taken together with any the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not, and as of 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 Transaction Entities Company and each Guarantor make no representation and or warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus, Preliminary Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities Company and each Guarantor in writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus, Preliminary Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c7(b) hereof. The term sheet substantially in the form of Annex B hereto has been reviewed and approved by the Company.

Issuer Free Writing Prospectus. Other than the Registration Statement, any the Preliminary Prospectus and the Prospectus, neither of the Transaction Entities Company nor Xxxxxxxx Xxxx (including their respective agents and representatives, other than the Underwriters Underwriter in their its capacity as such) has prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares (each such communication by a Transaction Entity the Company or its Xxxxxxxx Xxxx or their respective agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or (ii) the documents listed on Annex C A hereto, each electronic road show and any other written communications approved in writing in advance by the RepresentativesUnderwriter. Each such Issuer Free Writing Prospectus complied complies in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and except as expressly stated therein does not conflict with the information contained in the Registration Statement or the Pricing Disclosure Package, and, when taken together with any the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not, and as of 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 neither the Transaction Entities make no Company nor Xxxxxxxx Xxxx makes any representation and or warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any the Underwriter furnished to the Transaction Entities Company and Xxxxxxxx Xxxx in writing by such the Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any the Underwriter consists of the information described as such in Section 9(c) hereof.

Issuer Free Writing Prospectus. Other than Neither the Registration Statement, any Preliminary Prospectus and the Prospectus, neither of the Transaction Entities Issuers nor MPT (including their respective agents and representatives, other than the Underwriters in their capacity as such) has have prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares Securities (each such communication by a Transaction Entity the Issuers, MPT or its their respective agents and representatives (other than a communication referred to in clause clauses (i), (ii) and (iii) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or Act, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Annex C hereto, each A hereto and (v) any electronic road show and any or other written communications (including any investor presentations reviewed and consented to by the Representatives prior to the use of such investor presentation), in each case approved in writing in advance by the Representatives. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433433 under the Securities Act) filed in accordance with the Securities Act (to the extent required thereby) and and, when taken together with any the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not, and as of 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 Transaction Entities Issuers and MPT make no representation and warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities Issuers and MPT in writing by such Underwriter through the Representatives expressly for use in such any Issuer Free Writing Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, any Preliminary Prospectus and the Prospectus, neither of the Transaction Entities The Company (including their respective its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares Securities (each such communication by a Transaction Entity the Company or its agents and representatives (other than a communication referred to in clause clauses (i), (ii) and (iii) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or Registration Statement, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Annex C Schedule 2 hereto, each including a Pricing Term Sheet substantially in the form of Annex A hereto, and (v) any electronic road show and any or other written communications communications, in each case approved in writing in advance by the RepresentativesRepresentative. Each such Issuer Free Writing Prospectus complied Prospectus, if any, complies in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and and, when taken together with any the Preliminary Prospectus accompanying, or delivered filed prior to delivery of, the first use of such Issuer Free Writing Prospectus, at the Applicable Time, did not, and as of 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 provided, however, that the Transaction Entities make Company makes no representation and or warranty with respect to any statements statement or omissions made omission contained in each such any Issuer Free Writing Prospectus or Preliminary Prospectus made in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities Company in writing by such Underwriter through the Representatives Representative expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectustherein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c8(b) hereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, any the Preliminary Prospectus and the Prospectus, neither of the Transaction Entities Company (including their respective its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares (each such communication by a Transaction Entity the Company or its agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or (ii) the documents listed on Annex C A hereto, each electronic road show and any other written communications approved in writing in advance by the Representatives. Each such Issuer Free Writing Prospectus complied complies in all material respects with the applicable provisions of the Securities Act, has been or will be (within the time period specified in Rule 433433 under the Securities Act) filed in accordance with the Securities Act (to the extent required thereby) and does not conflict with the information contained or incorporated by reference in the Registration Statement or the Pricing Disclosure Package, and, when taken together with any the Preliminary Prospectus accompanying, accompanying or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not, and 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 Transaction Entities make Company makes no representation and or warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities Company in writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or the Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) hereof.

Issuer Free Writing Prospectus. Other than Neither the Registration Statement, Company nor any Preliminary Prospectus and the Prospectus, neither of the Transaction Entities Guarantors (including nor any of their respective agents and representatives, other than the Underwriters in their capacity as such) has prepared, used, authorized, approved or referred to and or will not prepare, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares Securities (each such communication by a Transaction Entity the Company and the Guarantors or its their agents and representatives (other than a communication referred to in clause clauses (i), (ii) or (iii) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or Act, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Annex C hereto, each B hereto (together with the Preliminary Prospectus constituting the Time of Sale Information) and (v) any electronic road show and any or other written communications communications, in each case approved in writing in advance by the RepresentativesRepresentative. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and and, when taken together with any the Preliminary Prospectus accompanying, or delivered filed prior to delivery of, the first use of such Issuer Free Writing Prospectus, did notnot at the Time of Sale, and as of 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 neither the Transaction Entities make no Company nor any Guarantor makes any representation and warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities Company or the Guarantors in writing by such Underwriter through the Representatives Representative expressly for use in such any Issuer Free Writing Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) hereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, any Preliminary the Prospectus and the ProspectusDisclosure Package, neither of the Transaction Entities Company (including their respective its agents and representatives, other than the Underwriters an Underwriter in their its capacity as such) has preparednot made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares (each such communication by a Transaction Entity or its agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or (ii) the documents listed on Annex C Schedule B hereto, each electronic any Issuer Free Writing Prospectus that constitutes a “road show show” (within the meaning specified in Rule 433 of the Rules and Regulations) or any other written communications approved in writing in advance by the RepresentativesRepresentatives and, with respect to each such Free Writing Prospectus, the Company represents that it has treated and agrees that it will treat each such Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rules 164 and 433 applicable to any Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and and, when taken together with any the most recent Preliminary Prospectus accompanyingProspectus, or delivered prior the other Issuer Free Writing Prospectuses identified on Schedule B and the information to delivery ofbe conveyed orally as set forth on Schedule C, such each Issuer Free Writing Prospectus, did notwhen taken together with the Disclosure Package, and as of the Closing DateApplicable Time, will not, did 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 Transaction Entities make Company makes no representation and warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Underwriter the Underwriters furnished to the Transaction Entities Company in writing by such Underwriter through the Representatives Underwriters expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter the Underwriters consists of the information described as such in Section 9(c7(b) hereof; provided, further, that the Company makes no representation and warranty with respect to any statements or omissions made in any Offering Participant Free Writing Prospectus, including any “issuer information” (as defined in Rule 433 under the Securities Act) therein. Each such Issuer Free Writing Prospectus, as of its issue date and as of the Closing Date and the Option Closing Date, as applicable, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus, including any document incorporated by reference therein and any Preliminary Prospectus deemed to be a part thereof that has not been superseded or modified.

Issuer Free Writing Prospectus. Other than the Registration Statement, any Preliminary Prospectus and the Prospectus, neither of the Transaction Entities The Issuers (including their respective agents and representatives, other than the Underwriters in their capacity as such) has have not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares Securities (each such communication by a Transaction Entity the Issuers or its their agents and representatives (other than a communication referred to in clause clauses (i), (ii) and (iii) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or Act, (ii) any Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed in section a. on Annex C hereto, each Schedule 3 hereto as constituting the Time of Sale Information and (v) any electronic road show and any or other written communications listed in section b. on Schedule 3 hereto, in each case approved in writing in advance by the Representatives. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and and, when taken together with any the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not, and as of at the Closing Date, when taken together with any Issuer Free Writing Prospectus delivered prior to such 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 Transaction Entities Issuers make no representation and warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities Issuers in writing by such Underwriter through the Representatives expressly for use in such any Issuer Free Writing Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) hereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, any the Preliminary Prospectus and the Prospectus, neither of the Transaction Entities Company and the Guarantor (including their respective agents and representatives, other than the Underwriters in their capacity as such) has have not prepared, used, authorized, approved or referred to and will not prepare, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares Securities (each such communication by a Transaction Entity the Company, the Guarantor, or its their agents and representatives (other than a communication referred to in clause clauses (i), (ii) and (iii) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or Act, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Annex C hereto, each which constitute part of the Pricing Disclosure Package, and (v) any electronic road show and any other written communications approved in writing in advance by the Representatives. Each such Issuer Free Writing Prospectus (w) complied in all material respects with the Securities Act, (x) has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby), (y) does not include any information that conflicts with the information contained in the Registration Statement or the Pricing Disclosure Package, and (z) when taken together with any the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not, and not as of 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 Transaction Entities Company and the Guarantor make no representation and warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities Company in writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, any Preliminary Prospectus and the Prospectus, neither of the Transaction Entities The Company (including their respective its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares Securities (each such communication by a Transaction Entity the Company or its agents and representatives (other than a communication referred to in clause clauses (i), (ii) and (iii) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or Registration Statement, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Annex C Schedule 2 hereto, each including a Pricing Term Sheet substantially in the form of Annex A hereto and (v) any electronic road show and any or other written communications communications, in each case approved in writing in advance by the RepresentativesRepresentative. Each such Issuer Free Writing Prospectus complied Prospectus, if any, complies in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and and, when taken together with any the Preliminary Prospectus accompanying, or delivered filed prior to delivery of, the first use of such Issuer Free Writing Prospectus, at the Applicable Time, did not, and as of 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 provided, however, that the Transaction Entities make Company makes no representation and or warranty with respect to any statements statement or omissions made omission contained in each such any Issuer Free Writing Prospectus or Preliminary Prospectus made in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities Company in writing by such Underwriter through the Representatives Representative expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectustherein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c8(b) hereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, any the Preliminary Prospectus and the Prospectus, neither none of the Transaction Entities Valero Parties (including each of their respective agents and representatives, other than the Underwriters in their capacity as such) has have prepared, used, authorized, approved or referred to and none will not prepare, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares Units (each such communication by a Transaction Entity the Valero Parties or its their agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or (ii) the documents listed on Annex C B hereto, each electronic road show and any other written communications approved in writing in advance by the Representatives. Each such Issuer Free Writing Prospectus complied or will comply in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and and, when taken together with any the Preliminary Prospectus accompanying, or delivered prior to delivery of, of such Issuer Free Writing Prospectus, did not, and as of the Closing Date and as of each 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 Transaction Entities Valero Parties make no representation and or warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities Partnership in writing by or on behalf of such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, any the Preliminary Prospectus and the Prospectus, neither of the Transaction Entities Parties (including their respective its agents and representatives, other than the Underwriters in their capacity as such) has prepared, made, used, authorized, approved or referred to and or will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares (each such communication by a either of the Transaction Entity Parties or its agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or (ii) the documents listed on Annex C A hereto, each electronic road show and any other written communications approved in writing in advance by the Representatives. Each As of its date, each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and did not conflict with the information contained in the Registration Statement or the Pricing Disclosure Package, and, when taken together with any the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not, and as of 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 Transaction Entities Parties make no representation and or warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities Company in writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, any the Preliminary Prospectus and the Prospectus, neither of the Transaction Entities Laredo LLC nor Laredo Holdings (including their respective its agents and representatives, other than the Underwriters in their capacity as such) has prepared, used, authorized, approved or referred to and neither will not prepare, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares (each such communication by a Transaction Entity Laredo LLC or Laredo Holdings or its agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or (ii) the documents listed on Annex C B hereto, each electronic road show and any other written communications approved in writing in advance by the Representatives. No such Issuer Free Writing Prospectus conflicts with the information set forth in the Registration Statement. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and and, when taken together with any the Preliminary Prospectus accompanying, or delivered prior to the delivery of, such Issuer Free Writing Prospectus, did not, and 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 Transaction Entities make no neither Laredo LLC nor Laredo Holdings makes any representation and warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities Laredo LLC or Laredo Holdings in writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, any Preliminary Prospectus The Company and the Prospectus, neither of the Transaction Entities Subsidiary Guarantors (including their respective agents and representatives, other than the Underwriters in their capacity as such) has have not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares Securities (each such communication by a Transaction Entity the Company and the Subsidiary Guarantors or its their agents and representatives (other than a communication referred to in clause clauses (i) (ii) and (iii) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or Act, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Annex C hereto, each A hereto which constitute part of the Time of Sale Information and (v) any electronic road show and any or other written communications approved communications, in writing each case used in advance by the Representativesaccordance with Section 4(c). Each such Issuer Free Writing Prospectus complied complies in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and and, when taken together with any Preliminary Prospectus accompanyingthe Time of Sale Information, or delivered prior to delivery of, such Issuer Free Writing Prospectus, at the Time of Sale did not, and as of 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 Transaction Entities Company and the Subsidiary Guarantors make no representation and or warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities Company and the Subsidiary Guarantors in writing by such Underwriter through the Representatives expressly for use in such any Issuer Free Writing Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of being limited to the information described as such in Section 9(c) hereofUnderwriters’ Information.

Issuer Free Writing Prospectus. Other than the Registration Statement, any the Preliminary Prospectus and the Prospectus, neither of the Transaction Entities Company (including their respective its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares (each such communication by a Transaction Entity the Company or its agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or (ii) the documents listed on Annex C A hereto, each electronic road show (including the investor presentation dated September 2023) and any other written communications approved in writing in advance by the Representatives. Each such Issuer Free Writing Prospectus complied complies in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and does not conflict with the information contained in the Registration Statement or the Pricing Disclosure Package, and, when taken together with any the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not, and 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 Transaction Entities make Company makes no representation and or warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any the Underwriter furnished to the Transaction Entities in writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) hereofInformation.

Issuer Free Writing Prospectus. Other than the Registration Statement, the Preliminary U.S. Prospectus, the U.S. Prospectus, the Preliminary Canadian Prospectus, any Preliminary Canadian Prospectus Amendment and the Final Canadian Prospectus, neither of the Transaction Entities Company (including their respective its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, used, authorized, approved approved, or referred to and will not prepare, use, authorize, approve approve, or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares Securities (each such communication by a Transaction Entity the Company or its agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or (ii) the documents listed on Annex C B hereto, each electronic road show show, and any other written communications approved in writing in advance by the RepresentativesRepresentative. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and and, when taken together with any the Preliminary U.S. Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not, and as of 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 Transaction Entities Company and Forest make no representation and or warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus or Preliminary U.S. Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities in writing Company by such Underwriter through the Representatives Representative expressly for use in such Issuer Free Writing Prospectus or Preliminary U.S. Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, any the Preliminary Prospectus and the Prospectus, neither of the Transaction Entities (including their respective agents and representatives, other than the Underwriters in their capacity as such) has prepared, used, authorized, approved or referred to and will not prepare, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares (each such communication by a Transaction Entity or its agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or (ii) the documents listed on Annex C hereto, each electronic road show and any other written communications approved in writing in advance by the Representatives. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and and, when taken together with any the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not, and 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 Transaction Entities make no representation and warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities in writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) hereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, any the Preliminary Prospectus and the Prospectus, neither of the Transaction Entities no Brookfield Party (including their respective its agents and representatives, other than the Underwriters in their capacity as such) has prepared, made, used, authorized, approved or referred to and no Brookfield Party will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in under Rule 405 under of the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares Units (each such communication by a Transaction Entity any such Brookfield Party or its agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or (ii) the documents listed on Annex C A hereto, each electronic road show and any other written communications approved in writing in advance by the Representatives. Each such Issuer Free Writing Prospectus complied complies in all material respects with the Securities Act, has been or will be (within the time period specified in under Rule 433433 of the Securities Act) filed in accordance with the Securities Act (to the extent required thereby) and does not conflict with the information contained in the Registration Statement or the Pricing Disclosure Package, and, when taken together with any the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not, and 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 Transaction Entities make Company makes no representation and or warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus, Preliminary Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities Company in writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus, Preliminary Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c7(b) hereof. The term sheet substantially in the form of Annex B hereto has been reviewed and approved by the Company.

Issuer Free Writing Prospectus. Other than the Registration Statement, any Preliminary Prospectus and the Prospectus, neither of the Transaction Entities The Issuer (including their respective its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares (each such communication by a Transaction Entity the Issuer or its agents and representatives (other than a communication referred to in clause clauses (i), (ii) belowand (iii) of this paragraph), an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or Act, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Annex C hereto, each A hereto as constituting the free writing prospectuses included in the Pricing Disclosure Package and (v) any electronic road show and any other or written communications communications, in each case approved in writing in advance by the RepresentativesUnderwriters. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433433 under the Securities Act) filed in accordance with the Securities Act (to the extent required thereby) and and, when taken together with any the Preliminary Prospectus accompanying, or delivered prior to delivery of, or filed prior to the first use of such Issuer Free Writing Prospectus, did not, and as of at the Closing Date, Date and each Hedge Prospectus Time 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 Transaction Entities make Issuer makes no representation and warranty with respect to (i) any statements or omissions made in each such Issuer Free Writing Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities Issuer in writing by such Underwriter through the Representatives expressly for use in such any Issuer Free Writing Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c12(c) hereofhereof and (ii) Counterparty Information.

Issuer Free Writing Prospectus. Other than the Registration Statement, any Preliminary Prospectus and the Prospectus, neither of the Transaction Entities The Company (including their respective its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares Securities (each such communication by a Transaction Entity the Company or its agents and representatives (other than a communication referred to in clause clauses (i), (ii) and (iii) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or Act, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Annex C hereto, each A hereto which constitute part of the Time of Sale Information and (v) any electronic road show and any or other written communications including the investor presentations listed on Annex C hereto (the “investor presentations”), in each case approved in writing in advance by the Representatives. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, in the case of such Issuer Free Writing Prospectus has been or will be (within the time period specified in Rule 433433 under the Securities Act) filed in accordance with the Securities Act (to the extent required thereby) and and, each such Issuer Free Writing Prospectus, when taken together with any the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did notnot at the Time of Sale, and as of 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 Transaction Entities make Company makes no representation and warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities Company in writing by such Underwriter through the Representatives expressly for use in such any Issuer Free Writing Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) hereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, any the Preliminary Prospectus and the Prospectus, neither of the Transaction Entities no Ares Party (including their respective its agents and representatives, other than the Underwriters in their capacity as such) has prepared, used, authorized, approved or referred to and no Ares Party will not prepare, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares Units (each such communication by a Transaction Entity any such Ares Party or its agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or (ii) the documents listed on Annex C A hereto, each electronic road show and any other written communications approved in writing in advance by the Representatives. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and and, when taken together with any the Preliminary Prospectus accompanying, or delivered prior to delivery of, such each Issuer Free Writing ProspectusProspectus listed on Annex A hereto, did not, and 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 Transaction Entities make no Ares Party makes any representation and or warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities Partnership in writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, any Preliminary Prospectus and the Preliminary Prospectus, neither of the Transaction Entities Depositor (including their respective its agents and representatives, representatives other than the Underwriters in their capacity as such) has preparednot made, used, prepared, authorized, approved or referred to and will not preparemake, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares (each such communication by a Transaction Entity or its agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) Offered Certificates other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or Act, (ii) any supplement to the documents listed on Annex C heretoPreliminary Prospectus that may be required to be filed with the Commission under Rule 424(h)(2) under the Securities Act, (iii) the Term Sheet and (iv) each electronic road show and any other written communications communication approved in writing in advance by the RepresentativesRepresentative (each such communication referred to in clause (iii) and this clause (iv) constituting an “issuer free writing prospectus,” as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”). Each such Issuer Free Writing Prospectus complied conformed in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act Section 8 (to the extent required thereby) and when taken together with any Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did notnot at the Time of Sale, and as of at the Closing Date, Date will not, contain any untrue statement statements of a material fact or (when read in conjunction with the other Time of Sale Information) 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 Transaction Entities make Depositor makes no representation and warranty with respect to (i) any statements or omissions made Underwriters’ Information in each such any Issuer Free Writing Prospectus, (ii) any Sellers’ Information in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus or Preliminary Prospectus (vii) any Operating Advisor’s Information and Asset Representations Reviewer’s Information in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities in writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) hereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, any the Preliminary Prospectus and the Prospectus, neither none of the Transaction Entities Xxxxxxxx Parties (including each of their respective agents and representatives, other than the Underwriters in their capacity as such) has have prepared, used, authorized, approved or referred to and none will not prepare, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares Units (each such communication by a Transaction Entity the Xxxxxxxx Parties or its their agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or (ii) the documents listed on Annex C B hereto, each electronic road show and any other written communications approved in writing in advance by the Representatives. Each such Issuer Free Writing Prospectus complied or will comply in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and and, when taken together with any the Preliminary Prospectus accompanying, or delivered prior to delivery of, of such Issuer Free Writing Prospectus, did not, and as of the Closing Date and as of each 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 Transaction Entities Xxxxxxxx Parties make no representation and or warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities Partnership in writing by or on behalf of such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, any Preliminary Prospectus and the Preliminary Prospectus, neither of the Transaction Entities Depositor (including their respective its agents and representatives, representatives other than the Underwriters in their capacity as such) has preparednot made, used, prepared, authorized, approved or referred to and will not preparemake, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares (each such communication by a Transaction Entity or its agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) Offered Certificates other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or Act, (ii) any supplement to the documents listed on Annex C heretoPreliminary Prospectus that may be required to be filed with the Commission under Rule 424(h)(2) under the Securities Act, (iii) the Term Sheet and (iv) each electronic road show and any other written communications communication approved in writing in advance by the RepresentativesRepresentative (each such communication referred to in clause (iii) and this clause (iv) constituting an “issuer free writing prospectus,” as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”). Each such Issuer Free Writing Prospectus complied conformed in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act Section 8 (to the extent required thereby) and when taken together with any Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did notnot at the Time of Sale, and as of at the Closing Date, Date will not, contain any untrue statement statements of a material fact or (when read in conjunction with the other Time of Sale Information) 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 Transaction Entities make Depositor makes no representation and warranty with respect to (i) any statements or omissions made Underwriters’ Information in each such any Issuer Free Writing Prospectus, (ii) any Sellers’ Information in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s and Trustee’s Information in any Issuer Free Writing Prospectus or Preliminary Prospectus (vi) any Operating Advisor’s Information and Asset Representations Reviewer’s Information in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities in writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) hereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, any the Preliminary Prospectus included in the Pricing Disclosure Package and the Prospectus, neither of the Transaction Entities Company (including their respective its agents and representatives, other than the Underwriters in their capacity as such) has preparednot made, used, prepared, authorized, approved or referred to and will not make, prepare, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares (each such communication by a Transaction Entity the Company or its agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or (ii) the documents listed on Annex C B hereto, each electronic road show and any other written communications approved in writing in advance by the RepresentativesUnderwriters. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and and, when taken together with any other Issuer Free Writing Prospectus and the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not, and 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 Transaction Entities make Company makes no representation and or warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities Company in writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c7(b) hereof. Each such Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Shares or until any earlier date that the Company notified or notifies the Underwriters as described in Section 4(d), did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus.

Issuer Free Writing Prospectus. Other than the Registration Statement, any Preliminary Prospectus and the Preliminary Prospectus, neither of the Transaction Entities Depositor (including their respective its agents and representatives, representatives other than the Underwriters in their capacity as such) has preparednot made, used, prepared, authorized, approved or referred to and will not preparemake, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares (each such communication by a Transaction Entity or its agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) Offered Certificates other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or Act, (ii) any supplement to the documents listed on Annex C heretoPreliminary Prospectus that may be required to be filed with the Commission under Rule 424(h)(2) under the Securities Act, (iii) the Term Sheet and (iv) each electronic road show and any other written communications communication approved in writing in advance by the RepresentativesRepresentative (each such communication referred to in clause (iii) and this clause (iv) constituting an “issuer free writing prospectus,” as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”). Each such Issuer Free Writing Prospectus complied conformed in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act Section 8 (to the extent required thereby) and when taken together with any Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did notnot at the Time of Sale, and as of at the Closing Date, Date will not, contain any untrue statement statements of a material fact or (when read in conjunction with the other Time of Sale Information) 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 Transaction Entities make Depositor makes no representation and warranty with respect to (i) any statements or omissions made Underwriters’ Information in each such any Issuer Free Writing Prospectus, (ii) any Sellers’ Information in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Trustee’s Information in any Issuer Free Writing Prospectus, (vi) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vii) any Operating Advisor’s Information in any Issuer Free Writing Prospectus or Preliminary Prospectus (viii) any Asset Representations Reviewer’s Information in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities in writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) hereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, any Preliminary Prospectus The Company and the Prospectus, neither of the Transaction Entities Guarantors (including their respective agents and representatives, other than the Underwriters in their capacity as such) has have not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares Securities (each such communication by a Transaction Entity the Company and the Guarantors or its their agents and representatives (other than a communication referred to in clause clauses (i) (ii) and (iii) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or Act, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Annex C hereto, each B hereto which constitute part of the Time of Sale Information and (v) any electronic road show and any or other written communications communications, in each case approved in writing in advance by the Representatives. Each such Issuer Free Writing Prospectus complied complies in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and and, when taken together with any the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did notnot at the Time of Sale, and as of 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 Transaction Entities Company and the Guarantors make no representation and or warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities Company and the Guarantors in writing by such Underwriter through the Representatives expressly for use in such any Issuer Free Writing Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) hereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, any Preliminary Prospectus and the Preliminary Prospectus, neither of the Transaction Entities Depositor (including their respective its agents and representatives, representatives other than the Underwriters in their capacity as such) has preparednot made, used, prepared, authorized, approved or referred to and will not preparemake, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares (each such communication by a Transaction Entity or its agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) Offered Certificates other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or Act, (ii) any supplement to the documents listed on Annex C heretoPreliminary Prospectus that may be required to be filed with the Commission under Rule 424(h)(2) under the Securities Act, (iii) the Term Sheet and (iv) each electronic road show and any other written communications communication approved in writing in advance by the RepresentativesRepresentative (each such communication referred to in clause (iii) and this clause (iv) constituting an “issuer free writing prospectus,” as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”). Each such Issuer Free Writing Prospectus complied conformed in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act Section 8 (to the extent required thereby) and when taken together with any Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did notnot at the Time of Sale, and as of at the Closing Date, Date will not, contain any untrue statement statements of a material fact or (when read in conjunction with the other Time of Sale Information) 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 Transaction Entities make Depositor makes no representation and warranty with respect to (i) any statements or omissions made Underwriters’ Information in each such any Issuer Free Writing Prospectus, (ii) any Sellers’ Information in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator and Trustee’s Information in any Issuer Free Writing Prospectus, (vi) any Operating Advisor’s Information in any Issuer Free Writing Prospectus or Preliminary Prospectus (vii) any Asset Representations Reviewer Information in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities in writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) hereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, any Preliminary Prospectus and the Preliminary Prospectus, neither of the Transaction Entities Depositor (including their respective its agents and representatives, representatives other than the Underwriters in their capacity as such) has preparednot made, used, prepared, authorized, approved or referred to and will not preparemake, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares (each such communication by a Transaction Entity or its agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) Offered Certificates other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or Act, (ii) any supplement to the documents listed on Annex C heretoPreliminary Prospectus that may be required to be filed with the Commission under Rule 424(h)(2) under the Securities Act, (iii) the Term Sheet and (iv) each electronic road show and any other written communications communication approved in writing in advance by the RepresentativesRepresentative (each such communication referred to in clause (iii) and this clause (iv) constituting an “issuer free writing prospectus,” as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”). Each such Issuer Free Writing Prospectus complied conformed in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act Section 8 (to the extent required thereby) and when taken together with any Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did notnot at the Time of Sale, and as of at the Closing Date, Date will not, contain any untrue statement statements of a material fact or (when read in conjunction with the other Time of Sale Information) 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 Transaction Entities make Depositor makes no representation and warranty with respect to (i) any statements or omissions made Underwriters’ Information in each such any Issuer Free Writing Prospectus or Preliminary Prospectus Prospectus, (ii) any Sellers’ Information in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities in writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, it being understood (iii) any Master Servicer’s and agreed that the only such information furnished by Special Servicer’s Information in any Underwriter consists of the information described as such Issuer Free Writing Prospectus, (iv) any Certificate Administrator’s and Trustee’s Information in Section 9(cany Issuer Free Writing Prospectus, (v) hereofany Operating Advisor’s Information and Asset Representations Reviewer’s Information in any Issuer Free Writing Prospectus, or (vi) any Third Party Purchaser’s Information in any Issuer Free Writing Prospectus.

Issuer Free Writing Prospectus. Other than the Registration Statement, any Preliminary Prospectus and the Prospectus, neither of the Transaction Entities Company (including their respective its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares Securities (each such communication by a Transaction Entity the Company or its agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or (ii) the documents documents, if any, listed on Annex C A hereto, each electronic any “road show for an offering that is a written communication” within the meaning of Rule 433(d)(8)(i) that has been reviewed by the Representatives and any other written communications approved in writing in advance by the Representatives. Each such Issuer Free Writing Prospectus complied complies in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433433 under the Securities Act) filed in accordance with the Securities Act (to the extent required thereby) and does not conflict with the information contained in the Registration Statement or the Pricing Disclosure Package, and, when taken together with any the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not, and as of 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 Transaction Entities make Company makes no representation and or warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities Company in writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, any Preliminary Prospectus The Issuers and the Prospectus, neither of the Transaction Entities Guarantors (including their respective agents and representatives, other than the Underwriters in their capacity as such) has have not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares Securities (each such communication by a Transaction Entity the Issuers and the Guarantors or its their agents and representatives (other than a communication referred to in clause clauses (i), (ii) and (iii) below) ), an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or Act, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Annex C A hereto, each including a term sheet substantially in the form of Annex B hereto, which constitute part of the Time of Sale Information, and (v) any electronic road show and any or other written communications communications, in each case approved in writing in advance by the RepresentativesRepresentative. Each such Issuer Free Writing Prospectus complied complies in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and and, when taken together with any the Preliminary Prospectus accompanying, or delivered filed prior to delivery of, the first use of such Issuer Free Writing Prospectus, did notnot at the Time of Sale, and as of 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 Transaction Entities Issuers and the Guarantors make no representation and or warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities Issuers and the Guarantors in writing by such Underwriter (including through the Representatives Representative) expressly for use in such any Issuer Free Writing Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c8(b) hereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, any the Preliminary Prospectus and the Prospectus, neither of the Transaction Entities Company (including their respective its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, used, authorized, approved or referred to and will not prepare, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares (each such communication by a Transaction Entity the Company or its agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or (ii) the documents listed on Annex C A hereto, each electronic road show and any other written communications approved in writing in advance by the Representatives, which approval shall not be unreasonably withheld. Each such Issuer Free Writing Prospectus complied complies in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and does not conflict with the information contained in the Registration Statement or the Pricing Disclosure Package, and, when taken together with any the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not, and 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 Transaction Entities make Company makes no representation and or warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities Company in writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, any the Preliminary Prospectus and the Prospectus, neither of the Transaction Entities Company (including their respective its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares (each such communication by a Transaction Entity the Company or its agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or (ii) the documents listed on Annex C A hereto, each electronic road show and any other written communications approved in writing in advance by the Representatives. Each such Issuer Free Writing Prospectus complied complies in all material respects with the applicable provisions of the Securities Act, has been or will be (within the time period specified in Rule 433433 under the Securities Act) filed in accordance with the Securities Act (to the extent required thereby) and does not conflict with the information contained in the Registration Statement or the Pricing Disclosure Package, and, when taken together with any the Preliminary Prospectus accompanying, accompanying or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not, and 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 Transaction Entities make Company makes no representation and or warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities Company in writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or the Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, any Preliminary the Prospectus and the ProspectusDisclosure Package, neither of the Transaction Entities Company (including their respective its agents and representatives, other than the Underwriters an Underwriter in their its capacity as such) has preparednot made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares (each such communication by a Transaction Entity or its agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or (ii) the documents listed on Annex C Schedule B hereto, each electronic any Issuer Free Writing Prospectus that constitutes a “road show show” (within the meaning specified in Rule 433 of the Rules and Regulations) or any other written communications approved in writing in advance by the RepresentativesRepresentatives and, with respect to each such Free Writing Prospectus, the Company represents that it has treated and agrees that it will treat each such Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rules 164 and 433 applicable to any Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and and, when taken together with any the most recent Preliminary Prospectus accompanyingProspectus, or delivered prior the other Issuer Free Writing Prospectuses identified on Schedule B and the information to delivery ofbe conveyed orally as set forth on Schedule C, such each Issuer Free Writing Prospectus, did notwhen taken together with the Disclosure Package, and as of the Closing DateApplicable Time, will not, did 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 Transaction Entities make Company makes no representation and warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Underwriter the Underwriters furnished to the Transaction Entities Company in writing by such Underwriter through the Representatives Underwriters expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter the Underwriters consists of the information described as such in Section 9(c7(b) hereof; provided, further, that the Company makes no representation and warranty with respect to any statements or omissions made in any Offering Participant Free Writing Prospectus, including any “issuer information” (as defined in Rule 433 under the Securities Act) therein. Each such Issuer Free Writing Prospectus, as of its issue date and as of the Closing Date, as applicable, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus, including any document incorporated by reference therein and any Preliminary Prospectus deemed to be a part thereof that has not been superseded or modified.

Issuer Free Writing Prospectus. Other than the Registration Statement, any Preliminary Prospectus and the Prospectus, neither of the Transaction Entities The Company (including their respective its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares Securities (each such communication by a Transaction Entity the Company or its agents and representatives (other than a communication referred to in clause clauses (i), (ii) and (iii) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or Registration Statement, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Annex C Schedule 2 hereto, each including a Pricing Term Sheet substantially in the form of Annex A hereto, and (v) any electronic road show and any or other written communications communications, in each case approved in writing in advance by the Representatives. Each such Issuer Free Writing Prospectus complied Prospectus, if any, complies in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and and, when taken together with any the Preliminary Prospectus accompanying, or delivered filed prior to delivery of, the first use of such Issuer Free Writing Prospectus, at the Applicable Time, did not, and as of 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 provided, however, that the Transaction Entities make Company makes no representation and or warranty with respect to any statements statement or omissions made omission contained in each such any Issuer Free Writing Prospectus or Preliminary Prospectus made in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities Company in writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectustherein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c8(b) hereof.;

Issuer Free Writing Prospectus. Other than the Registration Statement, any the Preliminary Prospectus Prospectus, if any, and the Prospectus, neither of the Transaction Entities Company (including their respective its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, used, authorized, approved or referred to and will not prepare, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares (each such communication by a Transaction Entity the Company or its agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or (ii) the documents listed on Annex C B hereto, each electronic road show and any other written communications approved in writing in advance by the RepresentativesRepresentative. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and and, when taken together with any Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not, and as of 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 Transaction Entities make Company makes no representation and warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus or Preliminary Prospectus Prospectus, if any, in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities Company in writing by such Underwriter through the Representatives Representative expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, any the Preliminary Prospectus and the Prospectus, neither of the Transaction Entities Company (including their respective its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, used, authorized, approved or referred to and will not prepare, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Underwritten Shares (each such communication by a Transaction Entity the Company or its agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or Act, (ii) the documents listed on document included in Annex C hereto, A hereto and (iii) each electronic road show and any other written communications approved in writing in advance by the RepresentativesRepresentatives listed in Annex B hereto. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and and, when taken together with any the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not, and as of 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 Transaction Entities make Company makes no representation and or warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities Company in writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, any the Preliminary Prospectus and the Prospectus, neither of the Transaction Entities Company (including their respective its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, used, authorized, approved or referred to to, and will not prepare, use, authorize, approve or refer to to, any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares (each such communication by a Transaction Entity the Company or its agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or (ii) the documents listed on Annex C A or Annex B hereto, each electronic road show and any other written communications approved in writing in advance by the Representatives. Each such Issuer Free Writing Prospectus (i) complied in all material respects with the Securities Act, (ii) has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby), (iii) does not conflict with the information contained in the Registration Statement or the Prospectus and (iv) when taken together with any the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing ProspectusProspectus and the pricing information set forth on Annex A hereto, did not, and as of the Closing Date, will not, 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 Transaction Entities make Company makes no representation and warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities Company in writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, any the Preliminary Prospectus and the ProspectusProspects, neither of the Transaction Entities Company (including their respective its agents and representatives, other than the Underwriters in their capacity as such) has preparednot made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares Securities (each such communication by a Transaction Entity the Company or its agents and representatives (other than a communication referred to in clause clauses (i) (ii) and (iii) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or Act, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Annex C hereto, each B hereto as constituting part of the Time of Sale Information and (v) any electronic road show and any or other written communications communications, in each case approved in writing in advance by the Representatives. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and and, when taken together with any the Preliminary Prospectus accompanying, or delivered filed prior to delivery of, the first use of such Issuer Free Writing Prospectus, did not, and as of 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 Transaction Entities Company and the Guarantors make no representation and warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities Company in writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c7(b) hereof. Each such Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public 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 Registration Statement or the Prospectus, including any document incorporated by reference therein and any Preliminary Prospectus deemed to be a part thereof that has not been superseded or modified.

Issuer Free Writing Prospectus. Other than the Registration Statement, any the Preliminary Prospectus and the Prospectus, neither of the Transaction Entities Parties (including their respective its agents and representatives, other than the Underwriters in their capacity as such) has prepared, made, used, authorized, approved or referred to and or will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares (each such communication by a either of the Transaction Entity Parties or its agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or (ii) the documents listed on Annex C A hereto, each electronic road show and any other written communications approved in writing in advance by the Representatives. Each As of its date, each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and did not conflict with the information contained in the Registration Statement or the Pricing Disclosure Package, and, when taken together with any the Preliminary Prospectus accompanying, or delivered filed prior to delivery of, the first use of such Issuer Free Writing Prospectus, did not, and as of 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 Transaction Entities Parties make no representation and or warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities Company in writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, any Preliminary Prospectus and the Prospectus, neither None of the Transaction Entities Company or any Subsidiary Guarantor (including their respective its agents and representatives, other than the Underwriters in their capacity as such) has prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “"written communication” " (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares Securities (each such communication by a Transaction Entity the Company or its any Subsidiary Guarantor or their respective agents and representatives (other than a communication referred to in clause clauses (i), (ii) and (iii) below) an “"Issuer Free Writing Prospectus”") other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or Act, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) documents listed on Annex C hereto, each B hereto and (v) any electronic road show and any or other written communications communications, in each case approved in writing in advance by the RepresentativesRepresentative. Each such Issuer Free Writing Prospectus (i) complied in all material respects with the Securities Act, (ii) does not or will not conflict with information contained in the Registration Statement, any Preliminary Prospectus or the Prospectus, (iii) has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and (iv) when taken together with any the Preliminary Prospectus accompanying, or delivered filed prior to delivery of, the first use of such Issuer Free Writing Prospectus and any other Issuer Free Writing Prospectus, did not, and as of 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 Transaction Entities Company and the Subsidiary Guarantors make no representation and warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities Company in writing by such Underwriter through the Representatives Representative expressly for use in such any Issuer Free Writing Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) hereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, any the Preliminary Prospectus and the Prospectus, neither of the Transaction Entities Company (including their respective its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares (each such communication by a Transaction Entity the Company or its agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or (ii) the documents listed on Annex C A hereto, each electronic road show and any other written communications approved in writing in advance by the Representatives. Each such Issuer Free Writing Prospectus complied complies in all material respects with the applicable provisions of the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and does not conflict with the information contained in the Registration Statement or the Pricing Disclosure Package, and, when taken together with any all other Issuer Free Writing Prospectuses and the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not, and 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 provided, that the Transaction Entities make Company makes no representation and or warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities Company in writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, any the Preliminary Prospectus and the Prospectus, neither of the Transaction Entities Company (including their respective its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares Securities (each such communication by a Transaction Entity the Company or its agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or (ii) the documents listed on Annex C A hereto, each electronic road show and any other written communications approved in writing in advance by the Representatives. Each such Issuer Free Writing Prospectus complied complies in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and does not conflict with the information contained in the Registration Statement or the Pricing Disclosure Package, and, when taken together with any the Preliminary Prospectus accompanying, or delivered filed prior to delivery of, the first use of such Issuer Free Writing Prospectus, did not, and 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 Transaction Entities make Company makes no representation and or warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities Company in writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, any the Preliminary Prospectus and the Prospectus, neither of the Transaction Entities Company (including their respective its agents and representatives, other than the Underwriters Underwriter in their its capacity as such) has preparednot made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Shares and Warrants (each such communication by a Transaction Entity the Company or its agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or (ii) the documents listed on Annex C hereto, each electronic road show Schedule A hereto and any other written communications approved in writing in advance by the RepresentativesUnderwriter. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and and, when taken together with any Preliminary Prospectus accompanying, or delivered prior to delivery ofthe General Disclosure Package, such Issuer Free Writing Prospectus, did not, and as of the Closing Date, will not, 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 Transaction Entities make Company makes no representation and warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any the Underwriter furnished to the Transaction Entities Company in writing by such the Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any the Underwriter consists of the information described as such in Section 9(c8(c) hereof. Each such Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Offered Shares and Warrants or until any earlier date that the Company notified or notifies the Underwriter as described in Section 3(e) hereof, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus, including any document incorporated by reference therein and any Preliminary Prospectus deemed to be a part thereof that has not been superseded or modified.

Issuer Free Writing Prospectus. Other than the Registration Statement, any Preliminary Prospectus and the Prospectus, neither of the Transaction Entities The Company (including their respective its agents and representatives, other than the International Underwriters in their capacity as such) has not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offer Shares (each such communication by a Transaction Entity or its agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or Act, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Annex C hereto, each Schedule II hereto as constituting part of the Disclosure Package and (v) any electronic road show and any or other written communications communications, in each case approved in writing in advance by the Joint Representatives. Each such Issuer Free Writing Prospectus complied complies in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433433 under the Securities Act) filed in accordance with the Securities Act (to the extent required thereby) and ), when taken together with any (A) the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus and (B) any subsequent Issuer Free Writing Prospectus (dated on or before the Time of Sale or the First Time of Delivery, as appropriate) amending, supplementing or updating such Issuer Free Writing Prospectus, did notnot at the Time of Sale, and as at the First Time of the Closing DateDelivery and, if applicable, at each Additional Time of Delivery, 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 Transaction Entities make Company makes no representation and or warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any the International Underwriter furnished to the Transaction Entities in writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) hereofInformation.

Issuer Free Writing Prospectus. Other than the Registration Statement, any the Preliminary Prospectus and the Prospectus, neither of the Transaction Entities no Carlyle Party (including their respective its agents and representatives, other than the Underwriters in their capacity as such) has prepared, used, authorized, approved or referred to and no Carlyle Party will not prepare, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares Units (each such communication by a Transaction Entity any such Carlyle Party or its agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or (ii) the documents listed on Annex C B hereto, each electronic road show and any other written communications approved in writing in advance by the RepresentativesRepresentative. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and and, when taken together with any the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not, and as of 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 Transaction Entities make no Carlyle Party makes any representation and or warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus, Preliminary Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities Partnership in writing by such Underwriter through the Representatives Representative expressly for use in such Issuer Free Writing Prospectus, Preliminary Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, any Preliminary Prospectus and the Preliminary Prospectus, neither of the Transaction Entities Depositor (including their respective its agents and representatives, representatives other than the Underwriters in their capacity as such) has preparednot made, used, prepared, authorized, approved or referred to and will not preparemake, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares (each such communication by a Transaction Entity or its agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) Offered Certificates other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or Act, (ii) any supplement to the documents listed on Annex C heretoPreliminary Prospectus that may be required to be filed with the Commission under Rule 424(h)(2) under the Securities Act, (iii) the Term Sheet and (iv) each electronic road show and any other written communications communication approved in writing in advance by the RepresentativesRepresentative (each such communication referred to in clause (iii) and this clause (iv) constituting an “issuer free writing prospectus,” as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”). Each such Issuer Free Writing Prospectus complied conformed in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act Section 8 (to the extent required thereby) and when taken together with any Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did notnot at the Time of Sale, and as of at the Closing Date, Date will not, contain any untrue statement statements of a material fact or (when read in conjunction with the other Time of Sale Information) 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 Transaction Entities make Depositor makes no representation and warranty with respect to (i) any statements or omissions made Underwriters’ Information in each such any Issuer Free Writing Prospectus, (ii) any Sellers’ Information in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s and Trustee’s Information in any Issuer Free Writing Prospectus, (vi) any Operating Advisor’s Information and Asset Representations Reviewer’s Information in any Issuer Free Writing Prospectus or Preliminary Prospectus (vii) any Other Special Servicer Information in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities in writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) hereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, any Preliminary Prospectus and the Preliminary Prospectus, neither of the Transaction Entities Depositor (including their respective its agents and representatives, representatives other than the Underwriters in their capacity as such) has preparednot made, used, prepared, authorized, approved or referred to and will not preparemake, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares (each such communication by a Transaction Entity or its agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) Offered Certificates other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or Act, (ii) any supplement to the documents listed on Annex C heretoPreliminary Prospectus that may be required to be filed with the Commission under Rule 424(h)(2) under the Securities Act, (iii) the Term Sheet and (iv) each electronic road show and any other written communications communication approved in writing in advance by the RepresentativesRepresentative (each such communication referred to in clause (iii) and this clause (iv) constituting an “issuer free writing prospectus,” as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”). Each such Issuer Free Writing Prospectus complied conformed in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act Section 8 (to the extent required thereby) and when taken together with any Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did notnot at the Time of Sale, and as of at the Closing Date, Date will not, contain any untrue statement statements of a material fact or (when read in conjunction with the other Time of Sale Information) 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 Transaction Entities make Depositor makes no representation and warranty with respect to (i) any statements or omissions made Underwriters’ Information in each such any Issuer Free Writing Prospectus, (ii) any Sellers’ Information in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s and Trustee’s Information in any Issuer Free Writing Prospectus, (vi) any Operating Advisor’s Information and Asset Representations Reviewer’s Information in any Issuer Free Writing Prospectus, (vii) any Outside Servicer’s Information in any Issuer Free Writing Prospectus or Preliminary Prospectus (viii) any Third Party Purchaser’s Information in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities in writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) hereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, any Preliminary Prospectus and the Preliminary Prospectus, neither of the Transaction Entities Depositor (including their respective its agents and representatives, representatives other than the Underwriters in their capacity as such) has preparednot made, used, prepared, authorized, approved or referred to and will not preparemake, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares (each such communication by a Transaction Entity or its agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) Offered Certificates other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or Act, (ii) any supplement to the documents listed on Annex C heretoPreliminary Prospectus that may be required to be filed with the Commission under Rule 424(h)(2) under the Securities Act, (iii) the Term Sheet and (iv) each electronic road show and any other written communications communication approved in writing in advance by the RepresentativesRepresentative (each such communication referred to in clause (iii) and this clause (iv) constituting an “issuer free writing prospectus,” as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”). Each such Issuer Free Writing Prospectus complied conformed in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act Section 8 (to the extent required thereby) and when taken together with any Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did notnot at the Time of Sale, and as of at the Closing Date, Date will not, contain any untrue statement statements of a material fact or (when read in conjunction with the other Time of Sale Information) 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 Transaction Entities make Depositor makes no representation and warranty with respect to (i) any statements or omissions made Underwriters’ Information in each such any Issuer Free Writing Prospectus, (ii) any Sellers’ Information in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, (vii) any Operating Advisor’s Information and Asset Representations Reviewer’s Information in any Issuer Free Writing Prospectus or Preliminary Prospectus (viii) any Third Party Purchaser’s Information in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities in writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) hereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, any the Preliminary Prospectus and the Prospectus, neither of the Transaction Entities Partnership (including their respective its agents and representatives, other than the Underwriters in their capacity as such) has prepared, made, used, authorized, approved or referred to and the Partnership will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in under Rule 405 under of the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares Units (each such communication by a Transaction Entity the Partnership or its agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or (ii) the documents listed on Annex C A hereto, each electronic road show and any other written communications approved in writing in advance by the Representatives. Each such Issuer Free Writing Prospectus complied complies in all material respects with the Securities Act, has been or will be (within the time period specified in under Rule 433433 of the Securities Act) filed in accordance with the Securities Act (to the extent required thereby) and does not conflict with the information contained in the Registration Statement or the Pricing Disclosure Package, and, when taken together with any the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not, and as of 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 Transaction Entities make Partnership makes no representation and or warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus, Preliminary Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities Partnership in writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus, Preliminary Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c8(b) hereof. The term sheet substantially in the form of Annex B hereto has been reviewed and approved by the Partnership.

Issuer Free Writing Prospectus. Other than the Registration Statement, any the Preliminary Prospectus Prospectuses and the ProspectusFinal Prospectuses, neither of the Transaction Entities Company (including their respective its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, used, authorized, approved or referred to and will not prepare, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares Securities (each such communication by a Transaction Entity the Company or its agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or (ii) the documents listed on Annex C D hereto, each electronic road show and any other written communications approved in writing in advance by the Representatives. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and and, when taken together with any Preliminary Prospectus accompanying, or delivered prior to delivery of, the Pricing Disclosure Package such Issuer Free Writing Prospectus, did not, and 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 (i) the Transaction Entities make Company makes no representation and warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus or Preliminary Prospectus the Pricing Disclosure Package in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities Company in writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary ProspectusPricing Disclosure Package, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c9(d) hereof, and (ii) the Company makes no representation and warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus or the Pricing Disclosure Package in reliance upon and in conformity with the Selling Shareholder Information. Each such Issuer Free Writing Prospectus did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement, the Pricing Disclosure Package or the Final Prospectuses.

Issuer Free Writing Prospectus. Other than the Registration Statement, any Preliminary Prospectus and the Prospectus, neither of the The Transaction Entities (including their respective agents and representatives, other than the Underwriters in their capacity as such) has have not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares Securities (each such communication by a the Transaction Entity Entities or its their agents and representatives (other than a communication referred to in clause clauses (i), (ii) and (iii) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or Act, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Annex C hereto, each hereto as constituting part of the Time of Sale Information and (v) any electronic road show and any or other written communications communications, including the investor presentation made available by the Transaction Entities on each of August 4, 2020 and August 5, 2020, in each case approved in writing in advance by the Representatives. Each such Issuer Free Writing Prospectus complied complies in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and and, when taken together with any the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did notnot at the Time of Sale, and as of 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 Transaction Entities make no representation and or warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities in writing by such Underwriter through the Representatives expressly for use in such any Issuer Free Writing Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) hereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, any the ADR Registration Statement, the Preliminary Prospectus and the Prospectus, neither of the Transaction Entities Company (including their respective its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, used, authorized, approved or referred to and will not prepare, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares ADSs (each such communication by a Transaction Entity the Company or its agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or Act, (ii) the documents listed on in Annex C 1 hereto, or (iii) each electronic road show and any other written communications approved in writing in advance by the Representatives. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and and, when taken together with any the Preliminary Prospectus accompanying, or delivered filed prior to delivery of, the first use of such Issuer Free Writing Prospectus, did not, and as of 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 Transaction Entities make Company makes no representation and warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities Company in writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c6(b) hereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, any the Preliminary Prospectus and the Prospectus, neither of the Transaction Entities Company and the Guarantor (including their respective agents and representatives, other than the Underwriters in their capacity as such) has have not prepared, used, authorized, approved or referred to and will not prepare, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares Securities (each such communication by a Transaction Entity the Company and the Guarantor or its their respective agents and representatives (other than a communication referred to in clause (i) below) ), an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or (ii) the documents listed on Annex C A hereto, each electronic road show and any other written communications approved in writing in advance by the RepresentativesRepresentative. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and and, when taken together with any the Preliminary Prospectus accompanying, or delivered filed prior to delivery of, the first use of such Issuer Free Writing Prospectus, did notnot at the Applicable Time, and as of 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 Transaction Entities Company and the Guarantor make no representation and warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities Company and the Guarantor in writing by such Underwriter through the Representatives Representative expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, any Preliminary Prospectus and the Preliminary Prospectus, neither of the Transaction Entities Depositor (including their respective its agents and representatives, representatives other than the Underwriters in their capacity as such) has preparednot made, used, prepared, authorized, approved or referred to and will not preparemake, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares (each such communication by a Transaction Entity or its agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) Offered Certificates other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or Act, (ii) any supplement to the documents listed on Annex C heretoPreliminary Prospectus that may be required to be filed with the Commission under Rule 424(h)(2) under the Securities Act, (iii) the Term Sheet and (iv) each electronic road show and any other written communications communication approved in writing in advance by the RepresentativesRepresentative (each such communication referred to in clause (iii) and this clause (iv) constituting an “issuer free writing prospectus,” as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”). Each such Issuer Free Writing Prospectus complied conformed in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act Section 8 (to the extent required thereby) and when taken together with any Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did notnot at the Time of Sale, and as of at the Closing Date, Date will not, contain any untrue statement statements of a material fact or (when read in conjunction with the other Time of Sale Information) 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 Transaction Entities make Depositor makes no representation and warranty with respect to (i) any statements or omissions made Underwriters’ Information in each such any Issuer Free Writing Prospectus, (ii) any Sellers’ Information in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Trustee’s Information in any Issuer Free Writing Prospectus, (vi) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus or Preliminary Prospectus (vii) any Operating Advisor’s Information and Asset Representations Reviewer’s Information in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities in writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) hereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, any the Preliminary Prospectus Prospectus, if any, and the Prospectus, neither of the Transaction Entities Company (including their respective its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares Securities (each such communication by a Transaction Entity the Company or its agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or (ii) the documents listed on Annex C A hereto, each electronic road show show, each electronic investor presentation and any other written communications approved in writing in advance by the Representatives. Each such Issuer Free Writing Prospectus complied complies in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and does not conflict with the information contained in the Registration Statement or the Pricing Disclosure Package, and, when taken together with any the Preliminary Prospectus Prospectus, if any, accompanying, or delivered prior to delivery of, or filed prior to the first use of, such Issuer Free Writing Prospectus, did not, and as of 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 Transaction Entities make Company makes no representation and or warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus or Preliminary Prospectus Prospectus, if any, in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities Company in writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, if any, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, any the Preliminary Prospectus and the Prospectus, neither of the Transaction Entities Company nor Evolent Health (including their respective agents and representatives, other than the Underwriters in their capacity as such) has prepared, used, authorized, approved or referred to and will not prepare, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares (each such communication by a Transaction Entity the Company or its Evolent Health or their respective agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or (ii) the documents listed on Annex C A hereto, each electronic road show and any other written communications approved in writing in advance by the Representatives. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and and, when taken together with any the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not, and 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 neither the Transaction Entities make no Company nor Evolent Health makes any representation and or warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities Company or Evolent Health in writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) hereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, any the Preliminary Prospectus and the Prospectus, neither of the Transaction Entities Company and the Guarantor (including their respective agents and representatives, other than the Underwriters in their capacity as such) has have not prepared, used, authorized, approved or referred to and will not prepare, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares Securities (each such communication by a Transaction Entity the Company, the Guarantor, or its their agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or (ii) the documents listed on Annex C hereto, each any electronic road show and any other written communications approved in writing in advance by the Representatives. Each such Issuer Free Writing Prospectus (w) complied in all material respects with the Securities Act, (x) has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby), (y) does not include any information that conflicts with the information contained in the Registration Statement, including any document incorporated by reference therein that has not be superseded or modified and (z) when taken together with any the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not, and 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 Transaction Entities Company and the Guarantor make no representation and warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities Company in writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, any Preliminary Prospectus and the Preliminary Prospectus, neither of the Transaction Entities Depositor (including their respective its agents and representatives, representatives other than the Underwriters in their capacity as such) has preparednot made, used, prepared, authorized, approved or referred to and will not preparemake, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares (each such communication by a Transaction Entity or its agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) Offered Certificates other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or Act, (ii) any supplement to the documents listed on Annex C heretoPreliminary Prospectus that may be required to be filed with the Commission under Rule 424(h)(2) under the Securities Act, (iii) the Term Sheet and (iv) each electronic road show and any other written communications communication approved in writing in advance by the RepresentativesRepresentative (each such communication referred to in clause (iii) and this clause (iv) constituting an “issuer free writing prospectus,” as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”). Each such Issuer Free Writing Prospectus complied conformed in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act Section 8 (to the extent required thereby) and when taken together with any Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did notnot at the Time of Sale, and as of at the Closing Date, Date will not, contain any untrue statement statements of a material fact or (when read in conjunction with the other Time of Sale Information) 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 Transaction Entities make Depositor makes no representation and warranty with respect to (i) any statements or omissions made Underwriters’ Information in each such any Issuer Free Writing Prospectus, (ii) any Sellers’ Information in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s and Special Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Certificate Administrator’s and Trustee’s Information in any Issuer Free Writing Prospectus, (v) any Operating Advisor’s Information and Asset Representations Reviewer’s Information in any Issuer Free Writing Prospectus, (vi) any Outside Servicer’s Information in any Issuer Free Writing Prospectus or Preliminary Prospectus (vii) any Third Party Purchaser’s Information in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities in writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) hereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, any the Preliminary Prospectus and the Prospectus, neither of the Transaction Entities Company (including their respective its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, used, authorized, approved or referred to and will not prepare, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares (each such communication by a Transaction Entity the Company or its agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or (ii) the documents listed on Annex C hereto, each electronic road show and any other written communications approved in writing in advance by the Representatives. Each such Issuer Free Writing Prospectus complied in all material respects with the requirements of the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and and, when taken together with any the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not, and 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 Transaction Entities make Company makes no representation and warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities Company in writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, any Preliminary Prospectus and the Preliminary Prospectus, neither of the Transaction Entities Depositor (including their respective its agents and representatives, representatives other than the Underwriters in their capacity as such) has preparednot made, used, prepared, authorized, approved or referred to and will not preparemake, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares (each such communication by a Transaction Entity or its agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) Offered Certificates other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or Act, (ii) any supplement to the documents listed on Annex C heretoPreliminary Prospectus that may be required to be filed with the Commission under Rule 424(h)(2) under the Securities Act, (iii) the Term Sheet and (iv) each electronic road show and any other written communications communication approved in writing in advance by the RepresentativesRepresentative (each such communication referred to in clause (iii) and this clause (iv) constituting an “issuer free writing prospectus,” as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”). Each such Issuer Free Writing Prospectus complied conformed in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act Section 8 (to the extent required thereby) and when taken together with any Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did notnot at the Time of Sale, and as of at the Closing Date, Date will not, contain any untrue statement statements of a material fact or (when read in conjunction with the other Time of Sale Information) 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 Transaction Entities make Depositor makes no representation and warranty with respect to (i) any statements or omissions made Underwriters’ Information in each such any Issuer Free Writing Prospectus, (ii) any Sellers’ Information in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Trustee’s and Certificate Administrator’s Information in any Issuer Free Writing Prospectus or Preliminary Prospectus (vi) any Operating Advisor’s and Asset Representations Reviewer’s Information in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities in writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) hereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, any the Preliminary Prospectus and the Prospectus, neither of the Transaction Entities EVO Parties (including their respective agents and representatives, other than the Underwriters Underwriter in their its capacity as such) has have not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares (each such communication by a Transaction Entity the EVO Parties or its their agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or (ii) the documents listed on Annex C A hereto, each electronic road show and any other written communications approved in writing in advance by the RepresentativesUnderwriter. Each such Issuer Free Writing Prospectus complied complies in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and does not conflict with the information contained in the Registration Statement or the Pricing Disclosure Package, and, when taken together with any the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not, and as of 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 Transaction Entities EVO Parties make no representation and or warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any the Underwriter furnished to the Transaction Entities EVO Parties in writing by such the Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any the Underwriter consists of the information described as such in Section 9(c) hereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, any the Preliminary Prospectus and the Prospectus, neither none of the Transaction Entities PSXP Parties (including each of their respective agents and representatives, other than the Underwriters in their capacity as such) has have prepared, used, authorized, approved or referred to and none will not prepare, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares Units (each such communication by a Transaction Entity the PSXP Parties or its their agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or (ii) the documents listed on Annex C B hereto, each electronic road show and any other written communications approved in writing in advance by the RepresentativesRepresentative. Each such Issuer Free Writing Prospectus complied or will comply in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and and, when taken together with any the Preliminary Prospectus accompanying, or delivered prior to delivery of, of such Issuer Free Writing Prospectus, did not, and as of the Closing Date and as of each 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; misleading; provided that the Transaction Entities Partnership Parties make no representation and or warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities Partnership or the General Partner in writing by or on behalf of such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, any the Preliminary Prospectus and the Prospectus, neither of the Transaction Entities Company and the Guarantors (including their respective agents and representatives, other than the Underwriters in their capacity as such) has have not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares Securities (each such communication by a Transaction Entity the Company and the Guarantors or its their respective agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or (ii) the documents listed on Annex C A hereto, each electronic road show and any other written communications approved in writing in advance by the Representatives. Each such Issuer Free Writing Prospectus complied complies in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and does not conflict with the information contained in the Registration Statement or the Time of Sale Information and, when taken together with any the Preliminary Prospectus accompanying, or delivered filed prior to delivery of, the first use of such Issuer Free Writing Prospectus, 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 Transaction Entities Company and the Guarantors make no representation and or warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities Company and the Guarantors in writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, any Preliminary Prospectus and the Prospectus, neither of the Transaction Entities Company (including their respective its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares Securities (each such communication by a Transaction Entity the Company or its agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or (ii) the documents listed on Annex C B hereto, each electronic road show and any other written communications communications, approved in writing in advance by the Representatives. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and and, when taken together with any the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not, and as of the Closing Date, will not, 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 Transaction Entities make Company makes no representation and warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities Company in writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, any the Preliminary Prospectus and the Prospectus, neither of the Transaction Entities Company (including their respective its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, used, authorized, approved or referred to and will not prepare, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares (each such communication by a Transaction Entity the Company or its agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or (ii) the documents listed on Annex C hereto, each electronic road show and any other written communications approved in writing in advance by the Representatives. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and and, when taken together with any the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not, and 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 Transaction Entities make Company makes no representation and warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities Company in writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, any Preliminary Prospectus and the Preliminary Prospectus, neither of the Transaction Entities Depositor (including their respective its agents and representatives, representatives other than the Underwriters in their capacity as such) has preparednot made, used, prepared, authorized, approved or referred to and will not preparemake, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares (each such communication by a Transaction Entity or its agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) Offered Certificates other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or Act, (ii) any supplement to the documents listed on Annex C heretoPreliminary Prospectus that may be required to be filed with the Commission under Rule 424(h)(2) under the Securities Act, (iii) the Term Sheet and (iv) each electronic road show and any other written communications communication approved in writing in advance by the RepresentativesRepresentative (each such communication referred to in clause (iii) and this clause (iv) constituting an “issuer free writing prospectus,” as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”). Each such Issuer Free Writing Prospectus complied conformed in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act Section 8 (to the extent required thereby) and when taken together with any Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did notnot at the Time of Sale, and as of at the Closing Date, Date will not, contain any untrue statement statements of a material fact or (when read in conjunction with the other Time of Sale Information) 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 Transaction Entities make Depositor makes no representation and warranty with respect to (i) any statements or omissions made Underwriters’ Information in each such any Issuer Free Writing Prospectus, (ii) any Sellers’ Information in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s and Trustee’s Information in any Issuer Free Writing Prospectus, (vi) any Operating Advisor’s Information and Asset Representations Reviewer’s Information in any Issuer Free Writing Prospectus or Preliminary Prospectus (vii) any Third Party Purchaser’s Information in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities in writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) hereof.

Issuer Free Writing Prospectus. Other than The Partnership represents, warrants and agrees that it has not made and, unless it obtains the Registration Statementprior written consent of the Representatives, it will not make, any Preliminary Prospectus and offer relating to the Prospectus, neither of the Transaction Entities (including their respective agents and representatives, other than the Underwriters in their capacity as such) has prepared, used, authorized, approved Units that constitutes or referred to and will not prepare, use, authorize, approve or refer to any would constitute an “written communicationissuer free writing prospectus” (as defined in Rule 405 under 433) or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405) or portion thereof required to be filed with the Securities Act) Commission or required to be retained by the Partnership pursuant to Rule 433; provided that constitutes an offer the prior written consent of the Representatives shall be deemed to sell or solicitation have been given in respect of an offer to buy the Shares (each such communication by a Transaction Entity or its agents and representatives (other than a communication referred to in clause (i) below) an “Issuer General Use Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or (ii) the documents Prospectuses, if any, listed on Annex Exhibit C heretohereto and, each to any electronic road show in the form previously provided by the Partnership to and any other written communications approved in writing in advance by the Representatives. Each 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 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. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or condition as a result of which such Issuer Free Writing Prospectus complied in all material respects conflicted or would conflict with the Securities Actinformation contained in the Registration Statement, has been any preliminary prospectus or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and when taken together with any Preliminary Final Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not, and as of the Closing Date, will not, contain any included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were madeexisting at that subsequent time, not misleading; provided that , the Transaction Entities make no representation Partnership will promptly notify the Representatives in writing and warranty with respect to any statements will promptly amend or omissions made in each supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or Preliminary Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities in writing by correct such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus conflict, untrue statement or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) hereofomission.

Issuer Free Writing Prospectus. Other than the Registration Statement, any the ADS Registration Statement, the Preliminary Prospectus and the Prospectus, neither of the Transaction Entities Company (including their respective its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, used, authorized, approved or referred to and will not prepare, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Shares (each such communication by a Transaction Entity the Company or its agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or (ii) the documents listed on Annex C B hereto, each electronic road show and any other written communications approved in writing in advance by the Representatives. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and and, when taken together with any the Preliminary Prospectus accompanying, or delivered filed prior to delivery of, the first use of such Issuer Free Writing Prospectus, did not, and as of the Closing Date and 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 Transaction Entities make Company makes no representation and or warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus or Preliminary Prospectus in reliance upon and in conformity with (i) information relating to any Underwriter furnished in writing to the Transaction Entities Company by the Selling Stockholder expressly for use in the Issuer Free Writing Prospectus or (ii) information furnished in writing to the Company by such an Underwriter through the Representatives expressly for use in such the Issuer Free Writing Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) hereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, any the Preliminary Prospectus and the Prospectus, neither of the Transaction Entities Company (including their respective its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares (each such communication by a Transaction Entity the Company or its agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or Act, (ii) the documents listed on Annex C A hereto, (iii) each electronic road show and (iv) any other written communications approved in writing in advance by the Representatives. Each such Issuer Free Writing Prospectus complied complies in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and does not conflict with the information contained in the Registration Statement or the Pricing Disclosure Package, and, when taken together with any the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not, and 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 Transaction Entities make Company makes no representation and or warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities Company in writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) hereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, any Preliminary Prospectus and the Final Prospectus, neither of the Transaction Entities Company (including their respective its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares (each such communication by a Transaction Entity the Company or its agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule Rules 134 and 168 under the Securities Act or (ii) the documents listed on Annex C hereto, each electronic road show B hereto and any other written communications approved in writing in advance by the RepresentativesRepresentative. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and and, when taken together with any the Preliminary Prospectus accompanying, or delivered filed prior to delivery of, the first use of such Issuer Free Writing Prospectus, 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 Transaction Entities make Company makes no representation and warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities Company in writing by such Underwriter through the Representatives Representative expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, any the Preliminary Prospectus and the Prospectus, neither of the Transaction Entities Company (including their respective its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares (each such communication by a Transaction Entity the Company or its agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or Act, (ii) the documents listed on Annex C A hereto, (iii) each electronic road show and (iv) any other written communications approved in writing in advance by the Representatives. Each such Issuer Free Writing Prospectus complied complies in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and does not conflict with the information contained in the Registration Statement or the Pricing Disclosure Package, and, when taken together with any the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not, and 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 Transaction Entities make Company makes no representation and or warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities in writing Company by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, any Preliminary Prospectus and the Preliminary Prospectus, neither of the Transaction Entities Depositor (including their respective its agents and representatives, representatives other than the Underwriters in their capacity as such) has preparednot made, used, prepared, authorized, approved or referred to and will not preparemake, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares (each such communication by a Transaction Entity or its agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) Offered Certificates other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or Act, (ii) any supplement to the documents listed on Annex C heretoPreliminary Prospectus that may be required to be filed with the Commission under Rule 424(h)(2) under the Securities Act, (iii) the Term Sheet and (iv) each electronic road show and any other written communications communication approved in writing in advance by the RepresentativesRepresentative (each such communication referred to in clause (iii) and this clause (iv) constituting an “issuer free writing prospectus,” as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”). Each such Issuer Free Writing Prospectus complied conformed in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act Section 8 (to the extent required thereby) and when taken together with any Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did notnot at the Time of Sale, and as of at the Closing Date, Date will not, contain any untrue statement statements of a material fact or (when read in conjunction with the other Time of Sale Information) 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 Transaction Entities make Depositor makes no representation and warranty with respect to (i) any statements or omissions made Underwriters’ Information in each such any Issuer Free Writing Prospectus, (ii) any Sellers’ Information in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s and Trustee’s Information in any Issuer Free Writing Prospectus, (vi) any Operating Advisor’s and Asset Representations Reviewer’s Information in any Issuer Free Writing Prospectus or Preliminary Prospectus (vii) any Other Master Servicer’s Information in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities in writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) hereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, any Preliminary Prospectus and the Preliminary Prospectus, neither of the Transaction Entities Depositor (including their respective its agents and representatives, representatives other than the Underwriters in their capacity as such) has preparednot made, used, prepared, authorized, approved or referred to and will not preparemake, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares (each such communication by a Transaction Entity or its agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) Offered Certificates other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or Act, (ii) any supplement to the documents listed on Annex C heretoPreliminary Prospectus that may be required to be filed with the Commission under Rule 424(h)(2) under the Securities Act, (iii) the Term Sheet and (iv) each electronic road show and any other written communications communication approved in writing in advance by the RepresentativesRepresentative (each such communication referred to in clause (iii) and this clause (iv) constituting an “issuer free writing prospectus,” as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”). Each such Issuer Free Writing Prospectus complied conformed in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act Section 8 (to the extent required thereby) and when taken together with any Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did notnot at the Time of Sale, and as of at the Closing Date, Date will not, contain any untrue statement statements of a material fact or (when read in conjunction with the other Time of Sale Information) 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 Transaction Entities make Depositor makes no representation and warranty with respect to (i) any statements or omissions made Underwriters’ Information in each such any Issuer Free Writing Prospectus, (ii) any Sellers’ Information in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any JPMBB 2015-C32 Special Servicer’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, (vii) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (viii) any Operating Advisor’s Information in any Issuer Free Writing Prospectus or Preliminary Prospectus (ix) any Asset Representation Reviewer’s Information in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities in writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) hereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, any Preliminary Prospectus The Issuers and the Prospectus, neither of the Transaction Entities Guarantors (including their respective agents and representatives, other than the Underwriters in their capacity as such) has have not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares Securities (each such communication by a Transaction Entity the Issuers and the Guarantors or its their agents and representatives (other than a communication referred to in clause clauses (i), (ii) and (iii) below) ), an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or Act, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Annex C A hereto, each including a term sheet substantially in the form of Annex B hereto, which constitute part of the Time of Sale Information, and (v) any electronic road show and any or other written communications communications, in each case approved in writing in advance by the RepresentativesUnderwriters. Each such Issuer Free Writing Prospectus complied complies in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and and, when taken together with any the Preliminary Prospectus accompanying, or delivered filed prior to delivery of, the first use of such Issuer Free Writing Prospectus, did notnot at the Time of Sale, and as of 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 Transaction Entities Issuers and the Guarantors make no representation and or warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities Issuers and the Guarantors in writing by such Underwriter through the Representatives expressly for use in such any Issuer Free Writing Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c8(b) hereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, any the Preliminary Prospectus and the Prospectus, neither of the Transaction Entities Company (including their respective its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares (each such communication by a Transaction Entity the Company or its agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or Act, (ii) the documents listed on Annex C A hereto, (iii) each electronic road show and (iv) any other written communications approved in writing in advance by the Representatives. Each such Issuer Free Writing Prospectus complied complies in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and does not conflict with the information contained in the Registration Statement or the Pricing Disclosure Package, and, when taken together with any the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not, and 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 Transaction Entities make Company makes no representation and or warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities Company in writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c8(c) hereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, any the Preliminary Prospectus and the Prospectus, neither none of the Transaction Entities PSXP Parties (including each of their respective agents and representatives, other than the Underwriters in their capacity as such) has have prepared, used, authorized, approved or referred to and none will not prepare, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares Units (each such communication by a Transaction Entity the PSXP Parties or its their agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or (ii) the documents listed on Annex C B hereto, each electronic road show and any other written communications approved in writing in advance by the Representatives. Each such Issuer Free Writing Prospectus complied or will comply in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and and, when taken together with any the Preliminary Prospectus accompanying, or delivered prior to delivery of, of such Issuer Free Writing Prospectus, did not, and as of the Closing Date and as of each 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 Transaction Entities Partnership Parties make no representation and or warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities Partnership or the General Partner in writing by or on behalf of such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, any the Preliminary Prospectus and the Prospectus, neither of the Transaction Entities Company nor Xxxxxxxx Xxxx (including their respective agents and representatives, other than the Underwriters in their capacity as such) has prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares (each such communication by a Transaction Entity the Company or its Xxxxxxxx Xxxx or their respective agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or (ii) the documents listed on Annex C A hereto, each electronic road show and any other written communications approved in writing in advance by the Representatives. Each such Issuer Free Writing Prospectus complied complies in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and except as expressly stated therein does not conflict with the information contained in the Registration Statement or the Pricing Disclosure Package, and, when taken together with any the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not, and as of 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 neither the Transaction Entities make no Company nor Xxxxxxxx Xxxx makes any representation and or warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities Company and Xxxxxxxx Xxxx in writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c9(a) hereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, any the Preliminary Prospectus Prospectuses and the ProspectusFinal Prospectuses, neither of the Transaction Entities Company (including their respective its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, used, authorized, approved or referred to and will not prepare, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares Securities (each such communication by a Transaction Entity the Company or its agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or (ii) the documents listed on Annex C hereto, each electronic road show and any other written communications approved in writing in advance by the Representatives. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and and, when taken together with any Preliminary Prospectus accompanying, or delivered prior to delivery of, the Pricing Disclosure Package such Issuer Free Writing Prospectus, did not, and 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 Transaction Entities make Company makes no representation and warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus or Preliminary Prospectus the Pricing Disclosure Package in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities Company in writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary ProspectusPricing Disclosure Package, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c7(b) hereof. Each such Issuer Free Writing Prospectus did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement, the Pricing Disclosure Package or the Final Prospectuses.

Issuer Free Writing Prospectus. Other than the Registration Statement, any Preliminary Prospectus and the Preliminary Prospectus, neither of the Transaction Entities Depositor (including their respective its agents and representatives, representatives other than the Underwriters in their capacity as such) has preparednot made, used, prepared, authorized, approved or referred to and will not preparemake, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares (each such communication by a Transaction Entity or its agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) Offered Certificates other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or Act, (ii) any supplement to the documents listed on Annex C heretoPreliminary Prospectus that may be required to be filed with the Commission under Rule 424(h)(2) under the Securities Act, (iii) the Term Sheet and (iv) each electronic road show and any other written communications communication approved in writing in advance by the RepresentativesRepresentative (each such communication referred to in clause (iii) and this clause (iv) constituting an “issuer free writing prospectus,” as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”). Each such Issuer Free Writing Prospectus complied conformed in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act Section 8 (to the extent required thereby) and when taken together with any Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did notnot at the Time of Sale, and as of at the Closing Date, Date will not, contain any untrue statement statements of a material fact or (when read in conjunction with the other Time of Sale Information) 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 Transaction Entities make Depositor makes no representation and warranty with respect to (i) any statements or omissions made Underwriters’ Information in each such any Issuer Free Writing Prospectus, (ii) any Sellers’ Information in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, (vii) any Operating Advisor’s Information in any Issuer Free Writing Prospectus or Preliminary Prospectus (viii) any Asset Representations Reviewer’s Information in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities in writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) hereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, any the Preliminary Prospectus and the Prospectus, neither of the Transaction Entities Company (including their respective its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares (each such communication by a Transaction Entity the Company or its agents and representatives (other than representatives, excluding a communication referred to in clause (i) below) , an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or (ii) the documents listed on Annex C A hereto, each electronic road show and any other written communications approved in writing in advance by the Representatives. Each such Issuer Free Writing Prospectus complied complied, or will comply, in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and ), and, when taken together with any the Registration Statement, the Pricing Disclosure Package, all other Issuer Free Writing Prospectuses and the Preliminary Prospectus accompanying, or delivered prior to delivery of, or filed prior to the first use of, such Issuer Free Writing Prospectus, did not, and 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 Transaction Entities make Company makes no representation and or warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities Company in writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, any Preliminary Prospectus included in the Pricing Disclosure Package and the Prospectus, neither of the Transaction Entities Company (including their respective its agents and representatives, other than the Underwriters Underwriter in their its capacity as such) has not prepared, used, authorized, approved or referred to and will not prepare, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares (each such communication by a Transaction Entity the Company or its agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or (ii) the documents listed on Annex C B hereto, each electronic road show and any other written communications approved in writing in advance by the RepresentativesUnderwriter. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and and, when taken together with any other Issuer Free Writing Prospectus and the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not, and 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 Transaction Entities make Company makes no representation and warranty with respect to any Selling Stockholder Information or statements or omissions made in each such Issuer Free Writing Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities Company in writing by such the Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any the Underwriter consists of the information described as such in Section 9(c) hereof. Each such Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Shares or until any earlier date that the Company notified or notifies the Underwriter as described in Section 5(d), did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus.

Issuer Free Writing Prospectus. Other than the Registration Statement, any Preliminary Prospectus and the Preliminary Prospectus, neither of the Transaction Entities Depositor (including their respective its agents and representatives, representatives other than the Underwriters in their capacity as such) has preparednot made, used, prepared, authorized, approved or referred to and will not preparemake, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares (each such communication by a Transaction Entity or its agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) Offered Certificates other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or Act, (ii) any supplement to the documents listed on Annex C heretoPreliminary Prospectus that may be required to be filed with the Commission under Rule 424(h)(2) under the Securities Act, (iii) the Term Sheet and (iv) each electronic road show and any other written communications communication approved in writing in advance by the RepresentativesRepresentative (each such communication referred to in clause (iii) and this clause (iv) constituting an “issuer free writing prospectus,” as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”). Each such Issuer Free Writing Prospectus complied conformed in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act Section 8 (to the extent required thereby) and when taken together with any Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did notnot at the Time of Sale, and as of at the Closing Date, Date will not, contain any untrue statement statements of a material fact or (when read in conjunction with the other Time of Sale Information) 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 Transaction Entities make Depositor makes no representation and warranty with respect to (i) any statements or omissions made Underwriters’ Information in each such any Issuer Free Writing Prospectus, (ii) any Sellers’ Information in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s and Special Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Certificate Administrator’s and Trustee’s Information in any Issuer Free Writing Prospectus, (v) any Asset Representations Reviewer’s Information in any Issuer Free Writing Prospectus, (vi) any KeyBank’s Information in any Issuer Free Writing Prospectus or Preliminary Prospectus (vii) any Situs’ Information in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities in writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) hereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, any the Preliminary Prospectus and the Prospectus, neither none of the Transaction Entities PSXP Parties (including each of their respective agents and representatives, other than the Underwriters in their capacity as such) has have prepared, used, authorized, approved or referred to and none will not prepare, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares Notes (each such communication by a Transaction Entity the PSXP Parties or its their agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or (ii) the documents listed on Annex C B hereto, each electronic road show and any other written communications approved in writing in advance by the Representatives. Each such Issuer Free Writing Prospectus complied or will comply in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and and, when taken together with any the Preliminary Prospectus accompanying, or delivered prior to delivery of, of such Issuer Free Writing Prospectus, did not, and as of 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 Transaction Entities Partnership Parties make no representation and or warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities either Partnership Party in writing by or on behalf of such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Issuer Free Writing Prospectus. Other than Neither the Registration Statement, any Preliminary Prospectus and Trust nor the Prospectus, neither of the Transaction Entities Company (including their respective agents and representatives, other than the Underwriters in their capacity as such) has prepared, made, used, authorized, approved or referred to and to, nor will not prepare, make, use, authorize, approve or refer to to, any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares Capital Securities (each such communication by a Transaction Entity the Trust or its the Company or their respective agents and representatives (other than a communication referred to in clause clauses (i) (ii) and (iii) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or Act, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Annex C hereto, each A hereto as constituting the Time of Sale Information and (v) any electronic road show and any or other written communications communications, in each case approved in writing in advance by the Representatives. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and and, when taken together with any the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not, and, taken together with any other Issuer Free Writing Prospectus filed prior to the Closing Date, at the Closing Date and as of the 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 neither the Transaction Entities make no Trust nor the Company makes any representation and or warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities Trust or the Company in writing by such Underwriter through the Representatives expressly for use in such any Issuer Free Writing Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) hereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, any the Preliminary Prospectus and the Prospectus, neither of the Transaction Entities Company (including their respective its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares Underwritten Securities (each such communication by a Transaction Entity the Company or its agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or Act; (ii) the documents listed on Annex C A hereto, ; (iii) each electronic road show and show; or (iv) any other written communications approved in writing in advance by the Representatives. Each such Issuer Free Writing Prospectus complied complies in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and does not conflict with the information contained in the Registration Statement or the Pricing Disclosure Package, and, when taken together with any the Preliminary Prospectus accompanying, or delivered filed prior to delivery of, the first use of such Issuer Free Writing Prospectus, did not, and as of 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 Transaction Entities make Company makes no representation and or warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities Company in writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, any the Preliminary Prospectus and the Prospectus, neither of the Transaction Entities Company (including their respective its agents and representatives, other than the Underwriters or the Borrower in their capacity respective capacities as such) has not prepared, used, authorized, approved or referred to and will not prepare, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Borrowed Shares (each such communication by a Transaction Entity the Company or its agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or (ii) the documents listed on Annex C A hereto, each electronic road show and any other written communications approved in writing in advance by the RepresentativesRepresentative. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and ), and, when taken together with any the Preliminary Prospectus accompanying, or delivered filed prior to delivery of, the first use of such Issuer Free Writing Prospectus, did not, and as of 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 Transaction Entities make Company makes no representation and or warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Underwriter or the Borrower furnished to the Transaction Entities Company in writing by such Underwriter through the Representatives Representative or the Borrower expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter or the Borrower consists of the information described as such in Section 9(c7(b) hereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, any Preliminary Prospectus and the Preliminary Prospectus, neither of the Transaction Entities Depositor (including their respective its agents and representatives, representatives other than the Underwriters in their capacity as such) has preparednot made, used, prepared, authorized, approved or referred to and will not preparemake, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares (each such communication by a Transaction Entity or its agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) Offered Certificates other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or Act, (ii) any supplement to the documents listed on Annex C heretoPreliminary Prospectus that may be required to be filed with the Commission under Rule 424(h)(2) under the Securities Act, (iii) the Term Sheet and (iv) each electronic road show and any other written communications communication approved in writing in advance by the RepresentativesRepresentative (each such communication referred to in clause (iii) and this clause (iv) constituting an “issuer free writing prospectus,” as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”). Each such Issuer Free Writing Prospectus complied conformed in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act Section 8 (to the extent required thereby) and when taken together with any Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did notnot at the Time of Sale, and as of at the Closing Date, Date will not, contain any untrue statement statements of a material fact or (when read in conjunction with the other Time of Sale Information) 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 Transaction Entities make Depositor makes no representation and warranty with respect to (i) any statements or omissions made Underwriters’ Information in each such any Issuer Free Writing Prospectus, (ii) any Sellers’ Information in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s and Excluded Special Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Trustee’s Information in any Issuer Free Writing Prospectus, (vi) any Certificate Administrator’s Information in any Issuer Free Writing Prospectus, (vii) any Operating Advisor’s Information in any Issuer Free Writing Prospectus or Preliminary Prospectus (viii) any Asset Representations Reviewer’s Information in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities in writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) hereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, any the Preliminary Prospectus and the Prospectus, neither of the Transaction Entities Company (including their respective its agents and representatives, other than the Underwriters in their capacity as such) has prepared, used, authorized, approved not used or referred to and will not prepare, use, authorize, approve use or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares (each such communication by a Transaction Entity the Company or its agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or (ii) the documents listed on Annex C A hereto, each electronic road show and any other written communications approved in writing in advance by the Representatives. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and and, when taken together with any the Preliminary Prospectus accompanying, or delivered filed prior to delivery of, the first use of such Issuer Free Writing Prospectus, did not, and 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 Transaction Entities make Company makes no representation and warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus or related Preliminary Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities Company in writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, any Preliminary Prospectus and the Preliminary Prospectus, neither of the Transaction Entities Depositor (including their respective its agents and representatives, representatives other than the Underwriters in their capacity as such) has preparednot made, used, prepared, authorized, approved or referred to and will not preparemake, use, prepare, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares (each such communication by a Transaction Entity or its agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) Offered Certificates other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or Act, (ii) any supplement to the documents listed on Annex C heretoPreliminary Prospectus that may be required to be filed with the Commission under Rule 424(h)(2) under the Securities Act, (iii) the Term Sheet and (iv) each electronic road show and any other written communications communication approved in writing in advance by the RepresentativesRepresentative (each such communication referred to in clause (iii) and this clause (iv) constituting an “issuer free writing prospectus,” as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”). Each such Issuer Free Writing Prospectus complied conformed in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act Section 8 (to the extent required thereby) and when taken together with any Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did notnot at the Time of Sale, and as of at the Closing Date, Date will not, contain any untrue statement statements of a material fact or (when read in conjunction with the other Time of Sale Information) 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 Transaction Entities make Depositor makes no representation and warranty with respect to (i) any statements or omissions made Underwriters’ Information in each such any Issuer Free Writing Prospectus, (ii) any Sellers’ Information in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information in any Issuer Free Writing Prospectus, (v) any Certificate Administrator’s and Trustee’s Information in any Issuer Free Writing Prospectus, (vi) any Operating Advisor’s Information in any Issuer Free Writing Prospectus, (vii) any Asset Representations Reviewer’s Information in any Issuer Free Writing Prospectus, (viii) any Other Master Servicer’s Information in any Issuer Free Writing Prospectus or Preliminary Prospectus (ix) any Other Special Servicer’s Information in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities in writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) hereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, any the Preliminary Prospectus and the Prospectus, neither of the Transaction Entities no Brookfield Party (including their respective its agents and representatives, other than the Underwriters in their capacity as such) has prepared, made, used, authorized, approved or referred to and no Brookfield Party will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in under Rule 405 under of the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares Units (each such communication by a Transaction Entity any such Brookfield Party or its agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or (ii) the documents listed on Annex C A hereto, each electronic road show and any other written communications approved in writing in advance by the Representatives. Each such Issuer Free Writing Prospectus complied complies in all material respects with the Securities Act, has been or will be (within the time period specified in under Rule 433433 of the Securities Act) filed in accordance with the Securities Act (to the extent required thereby) and does not conflict with the information contained in the Registration Statement or the Pricing Disclosure Package, and, when taken together with any the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not, and as of 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 Transaction Entities make Company makes no representation and or warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus, Preliminary Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities Company in writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus, Preliminary Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c7(b) hereof. The term sheet substantially in the form of Annex B hereto has been reviewed and approved by the Company.

Issuer Free Writing Prospectus. Other than the Registration Statement, any the Preliminary Prospectus and the Prospectus, neither of the Transaction Entities Company nor Brilliant Earth (including their respective agents and representatives, other than the Underwriters in their capacity as such) has prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares (each such communication by a Transaction Entity the Company or its Brilliant Earth or their respective agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or (ii) the documents listed on Annex C A hereto, each electronic road show and any other written communications approved in writing in advance by the Representatives. Each such Issuer Free Writing Prospectus complied complies in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and does not conflict with the information contained in the Registration Statement or the Pricing Disclosure Package, and, when taken together with any the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not, and 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 neither the Transaction Entities make no Company nor Brilliant Earth makes any representation and or warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities Company and Brilliant Earth in writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Issuer Free Writing Prospectus. Other than the Registration StatementPreliminary Prospectuses, any Preliminary Prospectus the Pricing Prospectuses, and the ProspectusProspectuses, neither of the Transaction Entities Company (including their respective its agents and representatives, other than the Underwriters in their capacity as such) has preparednot made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares Securities (each such communication by a Transaction Entity the Company or its agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or (ii) the documents listed on Annex C hereto, each electronic road show B hereto and any other written communications approved in writing in advance by the Representatives. Each such Issuer Free Writing Prospectus listed on Annex B hereto complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and and, when taken together with any Preliminary the U.S. Pricing Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, 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 Transaction Entities make Company makes no representation and warranty with respect to any (i) statements or omissions made in each such Issuer Free Writing Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities Company in writing by by, or on behalf of, such Underwriter through the Representatives expressly for use in such any Issuer Free Writing Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished (ii) any Issuer Free Writing Prospectus prepared by any Underwriter consists or other party without the prior written consent of the information described Company unless such consent is not required as such in Section 9(c) hereofset forth herein.

Issuer Free Writing Prospectus. Other than the Registration Statement, any the Preliminary Prospectus and the Prospectus, neither of the Transaction Entities Company nor Hxxxxxxx Xxxx (including their respective agents and representatives, other than the Underwriters in their capacity as such) has prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares (each such communication by a Transaction Entity the Company or its Xxxxxxxx Xxxx or their respective agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or (ii) the documents listed on Annex C A hereto, each electronic road show and any other written communications approved in writing in advance by the Representatives. Each such Issuer Free Writing Prospectus complied complies in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and except as expressly stated therein does not conflict with the information contained in the Registration Statement or the Pricing Disclosure Package, and, when taken together with any the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not, and as of 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 neither the Transaction Entities make no Company nor Hxxxxxxx Xxxx makes any representation and or warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities Company and Hxxxxxxx Xxxx in writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) hereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, any the Preliminary Prospectus and the Prospectus, neither of the Transaction Entities Company and the Guarantor (including their respective agents and representatives, other than the Underwriters in their capacity as such) has have not prepared, used, authorized, approved or referred to and will not prepare, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares Securities (each such communication by a Transaction Entity the Company and the Guarantor or its their respective agents and representatives (other than a communication referred to in clause (i) below) , an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or (ii) the documents listed on Annex C A hereto, each electronic road show and any other written communications approved in writing in advance by the RepresentativesRepresentative. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and and, when taken together with any the Preliminary Prospectus accompanying, or delivered filed prior to delivery of, the first use of such Issuer Free Writing Prospectus, did notnot at the Applicable Time, and as of 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 Transaction Entities Company and the Guarantor make no representation and warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities Company and the Guarantor in writing by such Underwriter through the Representatives Representative expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c7(b) hereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, any the Preliminary Prospectus and the Prospectus, neither of the Transaction Entities Company (including their respective its agents and representatives, other than the Underwriters in their capacity as such) nor the Operating Partnership has prepared, used, authorized, approved or referred to and will not prepare, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares (each such communication by a Transaction Entity the Company, the Operating Partnership or its their agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or (ii) the documents listed on Annex C A hereto, each electronic road show and any other written communications approved in writing in advance by the Representatives. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and does not conflict with the information contained in the Registration Statement or the Pricing Disclosure Package, and, when taken together with any the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not, and 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 Transaction Entities Company and the Operating Partnership make no representation and warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities Company in writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c10(c) hereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, any Preliminary Prospectus The Company and the Prospectus, neither of the Transaction Entities Guarantor (including their respective agents and representatives, other than the Underwriters in their capacity as such) has have not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares Securities (each such communication by a Transaction Entity the Company and the Guarantor or its their agents and representatives (other than a communication referred to in clause clauses (i) (ii) and (iii) below) an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act or Act, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Annex C A hereto, each including a Pricing Term Sheet substantially in the form of Annex B hereto, which constitute part of the Time of Sale Information and (v) any electronic road show and any or other written communications communications, in each case approved in writing in advance by the Representatives. Each such Issuer Free Writing Prospectus complied complies in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and and, when taken together with any the Preliminary Prospectus accompanying, or delivered filed prior to delivery of, the first use of such Issuer Free Writing Prospectus, at the Time of Sale, did not, and as of 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 Transaction Entities Company and the Guarantor make no representation and or warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Transaction Entities Company and the Guarantor in writing by such Underwriter through the Representatives expressly for use in such any Issuer Free Writing Prospectus or Preliminary Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) hereof.