Common use of Issuer Free Writing Prospectus Clause in Contracts

Issuer Free Writing Prospectus. Other than the Prospectus, the Depositor (including its agents and representatives other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not make, 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 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, (ii) the Time of Sale Information and (iii) each other written communication approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) 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 in all material respects with the Securities Act, has been filed in accordance with Section 8 (to the extent required thereby) and did not at the Time of Sale, and at the Closing Date will not, contain any untrue 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 Depositor makes no representation and warranty with respect to (i) any Underwriters’ Information in 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 (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectus.

Issuer Free Writing Prospectus. Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, the Depositor Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not madeprepared, used, prepared, authorized, approved or referred to and will not makeprepare, 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 Offered Certificates Shares (each such communication by the Company or its agents and representatives (other than a communication referred to in clause (i) below) that would constitute an “issuer free writing prospectus” as defined in Rule 433 under the Securities Act, 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, Act or (ii) the Time of Sale Information documents listed on Annex B hereto, each electronic road show and (iii) each any other written communication communications approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) 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”)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 Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statements statement 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 Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company in any writing by such Underwriter expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, (iiiit being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(b) 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 (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectushereof.

Issuer Free Writing Prospectus. Other than No Issuer Free Writing Prospectus (including the Final Term Sheet), as of its issue date and at all subsequent times through the completion of the offering contemplated hereby or until any earlier date that the Company notified or notifies the Representatives as described in the next sentence, included, includes or will include any information that conflicted, conflicts, or will conflict with the information contained in the Registration Statement, including any document incorporated by reference therein, any Preliminary Prospectus, or the Prospectus, that had not or has not been superseded or modified. If at any time following delivery of an Issuer Free Writing Prospectus and prior to the end of the Prospectus Delivery Period (as defined below), there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, any Preliminary Prospectus, or the Prospectus, the Depositor (including Company has promptly notified or will promptly notify the Representatives and has promptly amended or supplemented or will promptly amend or supplement, at its agents and representatives other than the Underwriters in their capacity as such) has not madeown expense, used, prepared, authorized, approved or referred to and will not make, 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 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, (ii) the Time of Sale Information and (iii) each other written communication approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) 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”)Prospectus to eliminate or correct such conflict. The foregoing two sentences do not apply to statements in or omissions from an Issuer Free Writing Prospectus based upon and in conformity with Underwriter Information. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, Act and has been or will be (within the time period specified in Rule 433) filed in accordance with Section 8 the Securities Act (to the extent required thereby) ). The Company has not distributed and did will not at distribute, prior to the Time later of Sale, and at the Closing Date will notand the completion of the Underwriters’ distribution of the Securities, contain any untrue statements of a offering material fact or (when read in conjunction connection with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light offering and sale of the circumstances under which they were madeSecurities other than the Registration Statement, not misleading; provided that any Preliminary Prospectus, the Depositor makes no representation and warranty with respect to (i) any Underwriters’ Information in Prospectus, or any Issuer Free Writing Prospectus, (ii) any Sellers’ Information Prospectus reviewed and consented to by the Underwriters and included 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 (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing ProspectusSchedule IV hereto.

Issuer Free Writing Prospectus. Other than the Prospectus, the Depositor (including its agents and representatives other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not make, 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 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, (ii) the Time of Sale Information and (iii) each other written communication approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) 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 in all material respects with the Securities Act, has been filed in accordance with Section 8 (to the extent required thereby) and did not at the Time of Sale, and at the Closing Date will not, contain any untrue 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 Depositor makes no representation and warranty with respect to (i) any Underwriters’ Information in 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 and Trustee’s Information in any Issuer Free Writing Prospectus, or (viivi) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectus.

Issuer Free Writing Prospectus. Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, the Depositor Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not madeprepared, used, prepared, authorized, approved or referred to and will not makeprepare, 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 Offered Certificates Securities (each such communication by the Company or its agents and representatives (other than a communication referred to in clause (i) below) that would constitute an “issuer free writing prospectus” as defined in Rule 433 under the Securities Act, 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, Act or (ii) the Time of Sale Information documents listed on Annex B hereto, each electronic road show and (iii) each any other written communication communications approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) 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”)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 Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statements statement 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 Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company in any writing by such Underwriter expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, (iiiit being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(b) 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 (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectushereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, the Depositor Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not madeprepared, used, prepared, authorized, approved or referred to (including information on or hyperlinked from the Company’s website) and will not makeprepare, 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 Offered Certificates Shares (each such communication by 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, Act or (ii) the Time of Sale Information documents listed on Annex A hereto, each electronic road show and (iii) each any other written communication communications approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) 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”)Representatives. Each such Issuer Free Writing Prospectus Prospectus, if any, 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 Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statements statement 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 Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company in any writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, (iiiit being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) 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 (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectushereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, the Depositor Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, 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 Offered Certificates Shares (each such communication by 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, Act or (ii) the Time of Sale Information documents listed on Annex A hereto, each electronic road show and (iii) each any other written communication communications approved in writing in advance by the Representative (each Representatives, such communication referred approval not to in clause (ii) and this clause (iii) 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”)be unreasonably withheld or delayed. 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 Section 8 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 other Issuer Free Writing Prospectus(es) and the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statements statement 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 Depositor Company makes no representation and or warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company in any writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, (iiiit being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) 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 (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectushereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, the Depositor Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not madeprepared, used, prepared, authorized, approved or referred to and will not makeprepare, 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 Offered Certificates Shares (each such communication by 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, Act or any document not constituting an offer pursuant to Rule 135 under the Securities Act and (ii) the Time of Sale Information each electronic road show and (iii) each any other written communication communications approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”Representative, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)which approval shall not be unreasonably withheld or delayed. Each such Issuer Free Writing Prospectus complied complies in all material respects with the applicable requirements of the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with Section 8 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 that has not been superseded or modified, and, when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statements statement 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 Depositor Company makes no representation and or warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) any Sellers’ Information Prospectus or Preliminary Prospectus in any reliance upon and in conformity with information relating to the Underwriters furnished to the Company in writing by such Underwriters expressly for use in such Issuer Free Writing ProspectusProspectus or Preliminary Prospectus and any amendment or supplement thereto, (iiiit being understood and agreed that the only such information furnished by the Underwriters consists of the information described as such in Section 7(b) 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 (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectushereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, the Depositor Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not madeprepared, used, prepared, authorized, approved or referred to and will not makeprepare, 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 Offered Certificates Shares (each such communication by 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, Act or (ii) the Time of Sale Information documents listed on Annex A hereto, each electronic road show and (iii) each any other written communication communications approved in writing in advance by the Representative (each Representatives, such communication referred approval not to in clause (ii) and this clause (iii) 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”)be unreasonably withheld or delayed. Each such Issuer Free Writing Prospectus Prospectus, if any, complied in all material respects with the Securities Act, has been or will be (within the time period specified in Rule 433 under the Securities Act) filed in accordance with Section 8 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 other Issuer Free Writing Prospectus and the Preliminary Prospectus, in each case, accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statements statement 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 Depositor Company makes no representation and or warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company in any writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, (iii; it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) 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 (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectushereof.

Issuer Free Writing Prospectus. Other than the Prospectus, the Depositor The Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, 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 Offered Certificates Securities (each such communication by the Company or its agents and representatives (other than a communication referred to in 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, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) each “free-writing prospectus” listed on Exhibit C hereto as constituting part of the Time of Sale Information and (iiiv) each any electronic road show or other written communication communication, in each case approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) 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”)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 Section 8 the Securities Act (to the extent required thereby) and and, when taken together with 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 at the Time of Salenot, and at the Closing Date will not, contain any untrue statements statement 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 provided, however, that the Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company 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 (vii) any Senior Trust Advisor’s Information writing by such Underwriter through the Representatives expressly for use in any Issuer Free Writing Prospectus.

Issuer Free Writing Prospectus. Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, the Depositor Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, 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 Offered Certificates Shares (each such communication by 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, Act or (ii) the Time of Sale Information documents listed on Annex A hereto, each electronic road show and (iii) each any other written communication communications approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) 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”)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 under the Securities Act) filed in accordance with Section 8 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 the Preliminary Prospectus, such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statements statement 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 Depositor Company makes no representation and or warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company in any writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, (iiiit being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) 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 (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectushereof.

Issuer Free Writing Prospectus. Other than the Prospectus, the Depositor The Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, 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 Offered Certificates Securities (each such communication by the Company or its agents and representatives (other than a communication referred to in 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, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) each “free-writing prospectus” listed on Exhibit C hereto as constituting part of the Time of Sale Information and (iiiv) each any electronic road show or other written communication communication, in each case approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) 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”)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 Section 8 the Securities Act (to the extent required thereby) and and, when taken together with 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 at the Time of Salenot, and at the Closing Date will not, contain any untrue statements statement 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 provided, however, that the Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company 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 (vii) any Senior Trust Advisor’s Information writing by such Underwriter through the Representatives expressly for use in any Issuer Free Writing Prospectus.

Issuer Free Writing Prospectus. Other than the Prospectus, the Depositor The Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, 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 Offered Certificates Securities (each such communication by the Company or its agents and representatives (other than a communication referred to in 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, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Annex A hereto as constituting the Time of Sale Information and (iiiv) each any electronic road show or other written communication communications, in each case approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”Representatives, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)which approval shall not be unreasonably withheld. 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 under the Securities Act) filed in accordance with Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Preliminary Prospectus filed prior to the first use of such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at the Closing Date will not, contain any untrue statements statement 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 Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) any Sellers’ Information Prospectus in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information reliance upon and in any Issuer Free Writing Prospectus, (iv) any Special Servicer’s Information conformity with information furnished to the Company 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 (vii) any Senior Trust Advisor’s Information writing by such Underwriter through the Representatives expressly for use in any Issuer Free Writing Prospectus.

Issuer Free Writing Prospectus. Other than the Registration Statement, the Base Prospectus, the Preliminary Prospectus, if any, and the Prospectus, the Depositor Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has have not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, 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 Offered Certificates Shares (each such communication by the Company or its agents and representatives (other than a communication referred to in clause (h) 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, Act or (ii) the Time of Sale Information documents listed on Annex A hereto, each electronic road show and (iii) each any other written communication communications approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) 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”)Underwriters. 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 Section 8 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 the Pricing Disclosure Package accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at as of the Closing Date Date, will not, contain any untrue statements statement 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 Depositor Company makes no representation and or warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus or the Pricing Disclosure Package in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company in any writing by such Underwriter expressly for use in such Issuer Free Writing ProspectusProspectus or the Pricing Disclosure Package, (iiiit being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) 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 Prospectushereof, or (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectusthe Selling Stockholder Information.

Issuer Free Writing Prospectus. Other than the Registration Statement, any Preliminary Prospectus and the Prospectus, the Depositor Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, 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 Offered Certificates Securities (each such communication by 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, Act or (ii) the Time of Sale Information documents, if any, listed on Annex A hereto and (iii) each any other written communication communications approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) 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”)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 under the Securities Act) filed in accordance with Section 8 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 the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at as of the Closing Date Date, will not, contain any untrue statements statement 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 Depositor Company makes no representation and or warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company in any writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, (iiiit being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) 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 (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectushereof.

Issuer Free Writing Prospectus. Other than the Prospectus, the Depositor The Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, 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 Offered Certificates Shares (each such communication by the Company or its agents and representatives (other than a communication referred to in 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, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Annex A hereto as constituting the Time of Sale Information and (iiiv) each any electronic road show or other written communication communications, in each case approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) 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”)Representative. 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 Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at the Closing Date and any Additional Closing Date, as the case may be, will not, contain any untrue statements statement 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 Depositor Company makes no representation and or warranty with respect to (i) any Underwriters’ Information statements or omissions made in any such Issuer Free Writing Prospectus, (ii) Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company in any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information writing by such Underwriter through the Representative expressly for use 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 (vii) any Senior Trust Advisor’s Information in any such Issuer Free Writing Prospectus.

Issuer Free Writing Prospectus. Other than The Partnership agrees that, without the prior consent of RBC Capital Markets, LLC, it will not make any offer relating to the Units that would constitute an Issuer Free Writing Prospectus, the Depositor (including its agents . Each Underwriter represents and representatives other than the Underwriters in their capacity as such) agrees that it has not mademade and, usedwithout the prior consent of the Partnership and RBC Capital Markets, preparedLLC, authorized, approved or referred to and it will not make, use, prepare, authorize, approve or refer any offer relating to any “written communication” (as defined in Rule 405 under the Securities Act) Units that constitutes would constitute an offer to sell or solicitation of an offer to buy the 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, (ii) the Time of Sale Information and (iii) each other written communication approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) 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 Any such Issuer Free Writing Prospectus the use of which has been consented to by the Partnership and RBC Capital Markets, LLC is listed on Schedule II(b) hereto. The Partnership has complied in all material respects and will comply with the requirements of Rule 433 under the Securities ActAct applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission or retention where required and legending. The Partnership represents that it has been filed satisfied and agrees that it will satisfy the conditions under Rule 433 under the Securities Act to avoid a requirement to file with the Commission any electronic road show. The Partnership agrees that if at any time following issuance of an Issuer Free Writing Prospectus any event occurred or occurs as a result of which such Issuer Free Writing Prospectus would conflict with the information in accordance the Registration Statement, the Pricing Prospectus or the Prospectus or, when taken together with Section 8 (to the extent required thereby) and did not at the Time of SaleDisclosure Package, and at the Closing Date will not, contain any would include an untrue statements statement of a material fact or (when read in conjunction with the other Time of Sale Information) omit to state a any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were madethen prevailing, not misleading; provided that , the Depositor makes no representation Partnership will give prompt notice thereof to RBC Capital Markets, LLC and, if requested by RBC Capital Markets, LLC, will prepare and warranty with respect furnish without charge to (i) any Underwriters’ Information in any each Underwriter an Issuer Free Writing ProspectusProspectus or other document which will correct such conflict, (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, statement or (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectusomission.

Issuer Free Writing Prospectus. Other than Neither the Prospectus, the Depositor Company nor any of its subsidiaries (including its any of their respective agents and representatives representatives, other than the Underwriters in their capacity as such) has not have prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, 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 Offered Certificates Securities (each such communication by the Company and its subsidiaries or their agents and representatives (other than a communication referred to in 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, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Annex A hereto as constituting part of the Time of Sale Information and (iiiv) each any electronic road show or other written communication communications, in each case approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) 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”)Representative. 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 Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Preliminary Prospectus filed prior to the first use of such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at the Closing Date will not, contain any untrue statements statement 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 Depositor makes Company and the Guarantor make no representation and or warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company and the Guarantor 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 (vii) any Senior Trust Advisor’s Information writing by such Underwriter through the Representative expressly for use in any Issuer Free Writing Prospectus.

Issuer Free Writing Prospectus. Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, the Depositor Company (including its agents and representatives representatives, other than the Underwriters Underwriter in their its capacity as such) has not madeprepared, used, prepared, authorized, approved or referred to and will not makeprepare, 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 Offered Certificates Shares (each such communication by 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, Act or any document not constituting an offer pursuant to Rule 135 under the Securities Act and (ii) the Time of Sale Information documents listed on Annex A hereto, each electronic road show and (iii) each any other written communication communications approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”Underwriter, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)which approval shall not be unreasonably withheld or delayed. Each such Issuer Free Writing Prospectus complied complies in all material respects with the applicable requirements of the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with Section 8 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 the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statements statement 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 Depositor Company makes no representation and or warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) any Sellers’ Information Prospectus or Preliminary Prospectus in any reliance upon and in conformity with information relating to the Underwriter furnished to the Company in writing by such Underwriter expressly for use in such Issuer Free Writing ProspectusProspectus or Preliminary Prospectus and any amendment or supplement thereto, (iiiit being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in Section 7(b) 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 (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectushereof.

Issuer Free Writing Prospectus. Other than the Prospectus, the Depositor The Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, 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 Offered Certificates Shares (each such communication by the Company or its agents and representatives (other than a communication referred to in clause (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, (ii) the Time of Sale Information and Preliminary Prospectus, (iii) each the Prospectus, (iv) the documents listed on Annex B hereto and (v) any electronic road show or other written communication communications, in each case approved in writing in advance by each of the Representative (each such communication referred to in clause (ii) and this clause (iii) 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”)Underwriters. 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 Section 8 the Securities Act (to the extent required thereby) and did not and, when taken together with the Preliminary Prospectus filed prior to the first use of such Issuer Free Writing Prospectus, at the Applicable Time of Saledid not, and at the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statements statement 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 Depositor Company makes no representation and or warranty with respect to (i) any Underwriters’ Information statements or omissions made in each such Issuer Free Writing Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter expressly for use in any Issuer Free Writing Prospectus, (iiit being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) 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 (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectushereof.

Issuer Free Writing Prospectus. Other than the Prospectus, the Depositor The Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, 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 Offered Certificates Securities (each such communication by the Company or its agents and representatives (other than a communication referred to in 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, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Annex C hereto as constituting the Time of Sale Information and (iiiv) each any electronic road show or other written communication communications, in each case approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”, as defined in Rule 433(h) under the Securities Act, being referred to as an “Representative. Each Issuer Free Writing Prospectus”), as of its issue date and at all subsequent times through the completion of the offering of Securities under this Agreement or until any earlier date that the Company notified or notifies the Representative as described in the next sentence, 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 Preliminary Prospectus or the Prospectus. 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 Section 8 the Securities Act (to the extent required thereby) and did not and, when taken together with the Preliminary Prospectus filed prior to the first use of such Issuer Free Writing Prospectus, at the Time of Sale, did not, and at the Closing Date will not, contain any untrue statements statement 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 Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in each such Issuer Free Writing Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use in any Issuer Free Writing Prospectus, (iiit being understood and agreed that the only information furnished by any Underwriter consists of the information described as such in Section 7(b) 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 (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectushereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, any Preliminary Prospectus and the Prospectus, the Depositor Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, 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 Offered Certificates Securities (each such communication by 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, Act or (ii) the Time of Sale Information documents, if any, listed on Annex A hereto and (iii) each any other written communication communications approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) 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”)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 under the Securities Act) filed in accordance with Section 8 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 the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at the as of each Closing Date Date, will not, contain any untrue statements statement 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 Depositor Company makes no representation and or warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company in any writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, (iiiit being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) 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 (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectushereof.

Issuer Free Writing Prospectus. Other than the ProspectusRegistration Statement, the Depositor Preliminary Prospectuses, the Pricing Prospectuses, and the Prospectuses, the Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, 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 Offered Certificates Shares (each such communication by 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, Act or (ii) the Time of Sale Information documents listed on Annex B hereto, each electronic roadshow and (iii) each any other written communication communications approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) 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”)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 Section 8 the Securities Act (to the extent required thereby) and did not at and, when taken together with the Time of SaleU.S. Pricing Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, does not, and at the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statements statement 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 Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in each such Issuer Free Writing Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus, (iiit being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 7(b) any Sellers’ Information in any hereof. Each such Issuer Free Writing Prospectus, (iii) 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 Master Servicer’s Information earlier date that the Company notified or notifies the Representatives as described in Section 4(f), did not, does not and will not include any Issuer Free Writing Prospectusinformation that conflicted, (iv) conflicts or will conflict with the information contained in the Registration Statement or the Prospectuses, including any Special Servicer’s Information in document incorporated by reference therein and 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, Preliminary Prospectuses or (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing ProspectusPricing Prospectuses deemed to be a part thereof that has not been superseded or modified.

Issuer Free Writing Prospectus. Other than The Company represents and agrees that, unless it obtains the Prospectusprior written consent of the Representative and each Underwriter represents and agrees that, unless it obtains the Depositor (including its agents prior written consent of the Company and representatives other than the Underwriters in their capacity as such) Representative, it has not made, used, prepared, authorized, approved or referred to made and will not make, use, prepare, authorize, approve or refer make any offer relating 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 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, (ii) the Time of Sale Information and (iii) each other written communication approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting would constitute an “issuer free writing prospectus”, ,” as defined in Rule 433(h) under 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Securities ActCommission. Any such free writing prospectus, being if any, consented to by the Company and the Representative is referred to herein as an “Issuer Issuer-Permitted Free Writing Prospectus”). Each such Issuer .” The Company represents that it has treated or agrees that it will treat each Issuer-Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied in all material respects and will comply with the Securities Act, has been filed in accordance with Section 8 (requirements of Rule 433 applicable to the extent required thereby) and did not at the Time of Sale, and at the Closing Date will not, contain any untrue 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 Depositor makes no representation and warranty with respect to (i) any Underwriters’ Information in any Issuer Issuer-Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. Subject to the consent of the Representative required in the immediately preceding paragraph, the Company will prepare a final term sheet relating solely to the final pricing terms of the Securities (the “Final Term Sheet”) and will file the Final Term Sheet in the form attached as Schedule C within the period required by Rule 433(d)(5)(ii) on the date such final terms have been established for such Securities. The Final Term Sheet is an Issuer-Permitted Free Writing Prospectus for purposes of this Agreement. Notwithstanding anything to the contrary contained herein, the Company consents to the use by any Underwriter of a free writing prospectus that contains only (a) (i) information describing the preliminary terms of the Securities generally or the Securities specifically or their offering, or (ii) any Sellers’ Information information that describes the final terms of the Securities or their offering and that is or is to be included 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 Prospectusthe Final Term Sheet, or (viib) any Senior Trust Advisor’s Information other customary information that is not “issuer information,” as defined in any Issuer Free Writing ProspectusRule 433.

Issuer Free Writing Prospectus. Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, the Depositor Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, 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 Offered Certificates Shares (each such communication by 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, Act or (ii) the Time of Sale Information documents listed on Annex A hereto, each electronic road show and (iii) each any other written communication communications approved in writing in advance by the Representative (Representatives. As of its date, each such communication referred to in clause (ii) and this clause (iii) 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 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 Section 8 the Securities Act (to the extent required thereby) and did not at conflict with the Time of Saleinformation contained in the Registration Statement or the Pricing Disclosure Package, and, when taken together with the Preliminary Prospectus such Issuer Free Writing Prospectus, did not, and at as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statements statement 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 Depositor Company makes no representation and or warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) any Sellers’ Information Prospectus or Preliminary Prospectus in any reliance upon and in conformity with information furnished to the Company in writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, (iiiit being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) 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 (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectushereof.

Issuer Free Writing Prospectus. Other than No Issuer Free Writing Prospectus (including the Final Term Sheet), as of its issue date and at all subsequent times through the completion of the offering contemplated hereby or until any earlier date that the Company notified or notifies the Representative as described in the next sentence, included, includes or will include any information that conflicted, conflicts, or will conflict with the information contained in the Registration Statement, including any document incorporated by reference therein, any Preliminary Prospectus, or the Prospectus, that had not or has not been superseded or modified. If at any time following delivery of an Issuer Free Writing Prospectus and prior to the end of the Prospectus Delivery Period (as defined below), there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, any Preliminary Prospectus, or the Prospectus, the Depositor (including its agents and representatives other than the Underwriters in their capacity as such) Company has not made, used, prepared, authorized, approved promptly notified or referred to and will not make, 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 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, (ii) the Time of Sale Information and (iii) each other written communication approved in writing in advance by promptly notify the Representative (each and has promptly amended or supplemented or will promptly amend or supplement, at its own expense, such communication referred to in clause (ii) and this clause (iii) 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”)Prospectus to eliminate or correct such conflict. The foregoing two sentences do not apply to statements in or omissions from an Issuer Free Writing Prospectus based upon and in conformity with Underwriter Information. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, Act and has been or will be (within the time period specified in Rule 433) filed in accordance with Section 8 the Securities Act (to the extent required thereby) ). The Company has not distributed and did will not at distribute, prior to the Time later of Sale, and at the Closing Date will notand the completion of the Underwriters’ distribution of the Notes, contain any untrue statements of a offering material fact or (when read in conjunction connection with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light offering and sale of the circumstances under which they were madeNotes other than the Registration Statement, not misleading; provided that any Preliminary Prospectus, the Depositor makes no representation and warranty with respect to (i) any Underwriters’ Information in Prospectus, or any Issuer Free Writing Prospectus, (ii) any Sellers’ Information Prospectus reviewed and consented to by the Underwriters and included 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 (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing ProspectusSchedule III hereto.

Issuer Free Writing Prospectus. Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, the Depositor Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not madeprepared, used, prepared, authorized, approved or referred to and will not makeprepare, 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 Offered Certificates Shares (each such communication by 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 any document not constituting an offer pursuant to Rule 135 under the Securities Act, or (ii) the Time of Sale Information documents listed on Annex B hereto, each electronic road show and (iii) each any other written communication communications approved in writing in advance by the Representative (each Representatives, such communication referred approval not to in clause (ii) and this clause (iii) 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”)be unreasonably withheld or delayed. Each such Issuer Free Writing Prospectus Prospectus, if any, 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 Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statements statement 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 Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) any Sellers’ Information Prospectus or Preliminary Prospectus in any reliance upon and in conformity with information furnished to the Company in writing by an Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, (iiiit being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) 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 (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectushereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, the Preliminary Prospectus included in the Pricing Disclosure Package and the Prospectus, the Depositor Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not make, prepare, 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 Offered Certificates Shares (each such communication by 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, Act or (ii) the Time of Sale Information documents listed on Annex B hereto, each electronic road show and (iii) each any other written communication communications approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) 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”)Representative. 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 Section 8 the Securities Act (to the extent required thereby) 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 at the Time of Salenot, and at as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statements statement 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 Depositor Company makes no representation and or warranty with respect to (iany statements or omissions made in each such Issuer Free Writing Prospectus or Preliminary Prospectus in reliance upon and in conformity with information furnished to the Company in writing by such Underwriter through the 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 7(b) any Underwriters’ Information in any hereof. Each such Issuer Free Writing Prospectus, (ii) 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 Sellers’ Information earlier date that the Company notified or notifies the Representative as described in Section 4(d), did not, does not and will not include any Issuer Free Writing Prospectusinformation that conflicted, (iii) any Master Servicer’s Information conflicts or will conflict with the information contained 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, the Registration Statement or (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing the Prospectus.

Issuer Free Writing Prospectus. Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, the Depositor Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not madeprepared, used, prepared, authorized, approved or referred to and will not makeprepare, 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 Offered Certificates Shares (each such communication by 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, Act or (ii) the Time of Sale Information documents listed on Annex B hereto, each electronic road show and (iii) each any other written communication communications approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”Representatives, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)which approval shall not be unreasonably withheld. 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 Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statements statement 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 Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company in any writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, (iiiit being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) 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 (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectushereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, the Depositor Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not madeprepared, used, prepared, authorized, approved or referred to and will not makeprepare, 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 Offered Certificates Shares (each such communication by 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, Act or (ii) the Time of Sale Information documents listed on Annex B hereto, each electronic road show and (iii) each any other written communication communications approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”Representatives, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)which approval shall not be unreasonably withheld. 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 Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statements statement 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 Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in reliance upon and in conformity with information relating to any Selling Shareholder furnished to the Company by such Selling Shareholder expressly for use in any Issuer Free Writing Prospectus, (iiit being understood and agreed that the only such information furnished by any Selling Shareholder consists of the information described as such in Section 9(b) hereof; and provided further that the Company makes no representation and warranty with respect to any Sellers’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (iii) Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Master Servicer’s Information Underwriter furnished to the Company in any writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, (ivit being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) 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 (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectushereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, the Depositor Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not madeprepared, used, prepared, authorized, approved or referred to and will not makeprepare, 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 Offered Certificates Shares (each such communication by 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, Act or (ii) the Time of Sale Information documents listed on Annex B hereto, each electronic road show and (iii) each any other written communication communications approved in writing in advance by the Representative (each Representatives, such communication referred approval not to in clause (ii) and this clause (iii) 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”)be unreasonably withheld or delayed. 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 Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statements statement 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 Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company in any writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, (iiiit being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) 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 (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectushereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, the Depositor Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not madeprepared, used, prepared, authorized, approved or referred to and will not makeprepare, 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 Offered Certificates Shares (each such communication by 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 any document not constituting an offer pursuant to Rule 135 under the Securities Act, or (ii) the Time of Sale Information documents listed on Annex B hereto, each electronic road show and (iii) each any other written communication communications approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”Representatives, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)which approval shall not be unreasonably withheld or delayed. Each such Issuer Free Writing Prospectus Prospectus, if any, 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 Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statements statement 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 Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company in any writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, (iiiit being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) 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 (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectushereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, the ADR Registration Statement, the Preliminary Prospectus, the Depositor Prospectus and the ADR Prospectus, the Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, 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 Offered Certificates Securities or the Underlying Shares (each such communication by 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, Act or (ii) the Time of Sale Information and documents listed on Annex A hereto, (iii) each electronic road show and (iv) any other written communication communications approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) 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”)Representative. 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 Section 8 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 the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statements statement 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 Depositor 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) any Underwriters’ the Selling Stockholder Information in any Issuer Free Writing Prospectus, or (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 (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectusthe U.S. Underwriter Information.

Issuer Free Writing Prospectus. Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, the Depositor Company (including its agents and representatives representatives, other than the Underwriters Underwriter in their its capacity as such) has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, 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 Offered Certificates Shares (each such communication by 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, Act or (ii) the Time documents listed on Item (a) of Sale Information and (iii) Annex A hereto, each electronic road show or other written communication communications approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) 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”)Underwriter. Each such Issuer Free Writing Prospectus does not conflict with the information contained in the Registration Statement or the Pricing Disclosure Package, 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 Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at as of the Closing Date will not, contain any untrue statements statement 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 Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) any Sellers’ Information Prospectus or Preliminary Prospectus in any reliance upon and in conformity with information relating to the Underwriter furnished to the Company in writing by the Underwriter expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, (iiiit being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in Section 9(c) 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 (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectushereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, the Depositor Company (including its agents and representatives representatives, other than the Underwriters Underwriter in their its capacity as such) has not madeprepared, used, prepared, authorized, approved or referred to and will not makeprepare, 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 Offered Certificates Shares (each such communication by 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, Act or (ii) the Time documents listed on Item (a) of Sale Information Annex A hereto, each electronic road show and (iii) each any other written communication communications approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) 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”)Underwriter. Each such Issuer Free Writing Prospectus does not conflict with the information contained in the Registration Statement or the Pricing Disclosure Package, 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 Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Preliminary Prospectus accompanying, or delivered prior to the delivery of, such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at as of the Closing Date will not, contain any untrue statements statement 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 Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) any Sellers’ Information Prospectus or Preliminary Prospectus in any reliance upon and in conformity with information relating to the Underwriter furnished to the Company in writing by the Underwriter expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, (iiiit being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in Section 9(c) 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 (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectushereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, the Depositor Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved used or referred to and will not make, use, prepare, 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 Offered Certificates Shares (each such communication by the Company or its agents and representatives (other than a communication referred to in clause (i) below) an “Issuer Free Writing Prospectus”) other than the documents listed on Annex A hereto, each electronic road show and any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Time of Sale Information and (iii) each other written communication communications approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) 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”)Representatives. Each such Issuer Free Writing Prospectus complied complies or will comply in all material respects with the Securities ActAct and the applicable rules and regulations of the Commission thereunder, has been or will be (within the time period specified in Rule 433) filed with the Commission in accordance with Section 8 the Securities Act (to the extent required thereby) and the applicable rules and regulations of the Commission thereunder and, when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statements statement 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 Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each Issuer Free Writing Prospectus, (ii) Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company in any writing by such Underwriter through the Representative expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, (iiiit being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) 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 (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectushereof.

Issuer Free Writing Prospectus. Other than the Prospectus, the Depositor (including its agents and representatives other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not make, 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 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, (ii) the Time of Sale Information and (iii) each other written communication approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) 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 in all material respects with the Securities Act, has been filed in accordance with Section 8 (to the extent required thereby) and did not at the Time of Sale, and at the Closing Date will not, contain any untrue 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 Depositor makes no representation and warranty with respect to (i) any Underwriters’ Information in 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 AdministratorTrustee’s Information in any Issuer Free Writing Prospectus, (vi) any TrusteeCertificate Administrator’s Information in any Issuer Free Writing Prospectus, Prospectus or (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectus.

Issuer Free Writing Prospectus. Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, the Depositor Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, 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 Offered Certificates Shares (each such communication by 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, Act or (ii) the Time of Sale Information each electronic road show and (iii) each any other written communication communications approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) 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”)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 Section 8 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 the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statements statement 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 Depositor Company makes no representation and or warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company in any writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, (iiiit being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) 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 (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectushereof.

Issuer Free Writing Prospectus. Other than No Issuer Free Writing Prospectus (including the Final Term Sheet), as of its issue date and at all subsequent times through the completion of the offering contemplated hereby or until any earlier date that the Company notified or notifies the Representatives as described in the next sentence, included, includes or will include any information that conflicted, conflicts, or will conflict with the information contained in the Registration Statement, including any document incorporated by reference therein, any Preliminary Prospectus, or the Prospectus, that had not or has not been superseded or modified. If at any time following delivery of an Issuer Free Writing Prospectus and prior to the end of the Prospectus Delivery Period (as defined below), there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, any Preliminary Prospectus, or the Prospectus, the Depositor (including Company has promptly notified or will promptly notify the Representatives and has promptly amended or supplemented or will promptly amend or supplement, at its agents and representatives other than the Underwriters in their capacity as such) has not madeown expense, used, prepared, authorized, approved or referred to and will not make, 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 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, (ii) the Time of Sale Information and (iii) each other written communication approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) 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”)Prospectus to eliminate or correct such conflict. The foregoing two sentences do not apply to statements in or omissions from an Issuer Free Writing Prospectus based upon and in conformity with Underwriter Information. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, Act and has been or will be (within the time period specified in Rule 433) filed in accordance with Section 8 the Securities Act (to the extent required thereby) ). The Company has not distributed and did will not at distribute, prior to the Time later of Sale, and at the Closing Date will notand the completion of the Underwriters’ distribution of the Securities, contain any untrue statements of a offering material fact or (when read in conjunction connection with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light offering and sale of the circumstances under which they were madeSecurities other than the Registration Statement, not misleading; provided that any Preliminary Prospectus, the Depositor makes no representation and warranty with respect to (i) any Underwriters’ Information in Prospectus, or any Issuer Free Writing Prospectus, (ii) any Sellers’ Information Prospectus reviewed and consented to by the Underwriters and included 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 (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing ProspectusSchedule III hereto.

Issuer Free Writing Prospectus. Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, the Depositor Company (including its agents and representatives representatives, other than the Underwriters Underwriter in their its capacity as such) has not madeprepared, used, prepared, authorized, approved or referred to and will not makeprepare, 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 Offered Certificates Shares (each such communication by 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, Act or (ii) the Time documents listed on item (a) of Sale Information Annex B hereto, each electronic road show and (iii) each any other written communication communications approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) 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”)Underwriter. Each such Issuer Free Writing Prospectus does not conflict with the information contained in the Registration Statement or the Pricing Disclosure Package, 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 Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Preliminary Prospectus accompanying, or delivered prior to the delivery of, such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at as of the Closing Date will not, contain any untrue statements statement 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 Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) any Sellers’ Information Prospectus or Preliminary Prospectus in any reliance upon and in conformity with information relating to the Underwriter furnished to the Company in writing by the Underwriter expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, (iiiit being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in Section 9(c) 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 (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectushereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, the Depositor no Carlyle Party (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not madeprepared, used, prepared, authorized, approved or referred to and no Carlyle Party will not makeprepare, 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 Offered Certificates Securities (each such communication by 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, (ii) the Time of Sale Information and free writing prospectus identified on Schedule II hereto or (iii) each electronic road show and any other written communication communications approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”Representatives, as defined in Rule 433(h) under including the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)electronic roadshow identified on Schedule IV 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 Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statements statement 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 Depositor no Carlyle Party makes no any representation and or warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Preliminary Prospectus or Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Carlyle Parties in any writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information in any Issuer Free Writing Preliminary Prospectus or Prospectus, (ivit being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) 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 (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectushereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, the Depositor Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not madeprepared, used, prepared, authorized, approved or referred to and will not makeprepare, 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 Offered Certificates Securities (each such communication by the Company or its agents and representatives (other than a communication referred to in clause (i) below, but including a communication referred to in clause (ii) 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, Act or (ii) the Time of Sale Information documents listed on Annex B hereto, each electronic road show and (iii) each any other written communication communications approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) 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”)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 Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Preliminary Prospectus filed prior to the first use of such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statements statement 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 Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company in any writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, (iiiit being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) 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 (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectushereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, the Depositor Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not madeprepared, used, prepared, authorized, approved or referred to and will not makeprepare, 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 Offered Certificates Shares (each such communication by the Company or its agents and representatives (other than a communication referred to in clause (i) below, but including a communication referred to in clause (ii) 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, Act or (ii) the Time of Sale Information documents listed on Annex B hereto, each electronic road show and (iii) each any other written communication communications approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) 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”)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 Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Preliminary Prospectus filed prior to the first use of such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statements statement 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 Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company in any writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, (iiiit being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) 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 (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectushereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, the Depositor Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not madeprepared, used, prepared, authorized, approved or referred to and will not makeprepare, 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 Offered Certificates Shares (each such communication by 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, Act or (ii) the Time of Sale Information documents listed on Annex A hereto, each electronic road show and (iii) each any other written communication communications approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”Representatives, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)which approval shall not be unreasonably withheld or delayed. Each such Issuer Free Writing Prospectus Prospectus, if any, 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 Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statements statement 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 Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company in any writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, (iiiit being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) 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 (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectushereof.

Issuer Free Writing Prospectus. Other than the Prospectus, the Depositor The Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, 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 Offered Certificates Shares (each such communication by the Company or its respective agents and representatives (other than a communication referred to in 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, Act or (ii) the Time of Sale Information and Preliminary Prospectus, (iii) each the Prospectus, (iv) the documents listed on Annex A hereto and (v) any electronic road show or other written communication communications, in each case approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) 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”)Underwriters. 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 Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statements statement 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 Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in each such Issuer Free Writing Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by the Underwriters expressly for use in any Issuer Free Writing Prospectus, (iiit being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) 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 (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectushereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, the Depositor Company (including its agents and representatives representatives, other than the Underwriters Underwriter in their its capacity as such) has not madeprepared, used, prepared, authorized, approved or referred to and will not makeprepare, 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 Offered Certificates Shares (each such communication by the Company or its agents and representatives (other than a communication referred to in clause (i) below) that would constitute an “issuer free writing prospectus” as defined in Rule 433 under the Securities Act, 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, Act or (ii) the Time of Sale Information documents listed on Annex B hereto, each electronic road show and (iii) each any other written communication communications approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) 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”)Underwriter. 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 Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statements statement 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 Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) any Sellers’ Information Prospectus or Preliminary Prospectus in any reliance upon and in conformity with information relating to the Underwriter furnished to the Company in writing by the Underwriter expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, (iiiit being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in Section 9(b) 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 (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectushereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, the Depositor Company (including its agents and representatives representatives, other than the Underwriters Underwriter in their its capacity as such) has not madeprepared, used, prepared, authorized, approved or referred to and will not makeprepare, 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 Offered Certificates Shares (each such communication by 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, Act or (ii) the Time of Sale Information documents listed on Annex B hereto, each electronic road show and (iii) each any other written communication communications approved in writing in advance by the Representative (each Underwriter. No such communication referred to in clause (ii) and this clause (iii) 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”)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 Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Preliminary Prospectus accompanying, or delivered prior to the delivery of, such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statements statement 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 Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) any Sellers’ Information Prospectus or Preliminary Prospectus in any reliance upon and in conformity with information relating to the Underwriter furnished to the Company in writing by the Underwriter expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, (iiiit being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in Section 7(b) 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 (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectushereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, the Depositor Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not madeprepared, used, prepared, authorized, approved or referred to and will not makeprepare, 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 Offered Certificates Shares (each such communication by 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, Act or (ii) the Time of Sale Information documents listed on Annex B(a) hereto, each electronic road show and (iii) each any other written communication communications approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) 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”)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 Section 8 the Securities Act (to the extent required thereby) and, when taken together with the Preliminary Prospectus and any Issuer Free Writing Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statements statement 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 Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company in any writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, (iiiit being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) 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 (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectushereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, the Depositor Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not madeprepared, used, prepared, authorized, approved or referred to and will not makeprepare, 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 Offered Certificates Shares (each such communication by 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, Act or (ii) the Time of Sale Information documents listed on Annex A hereto, each electronic road show and (iii) each any other written communication communications approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”Underwriter, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)which approval shall not be unreasonably withheld. 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 Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statements statement 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 Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company in any writing by such Underwriter expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, (iiiit being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) 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 (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectushereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, the Depositor Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, 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 Offered Certificates Shares (each such communication by 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, Act or any document that complies with Rule 135 under the Securities Act or (ii) the Time of Sale Information documents listed on Annex A hereto, each electronic road show and (iii) each any other written communication communications approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) 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”)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 Section 8 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 the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statements statement 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 Depositor Company makes no representation and or warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company in any writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, (iiiit being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) 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 (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectushereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, the Depositor Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not madeprepared, used, prepared, authorized, approved or referred to and will not makeprepare, 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 Offered Certificates Shares (each such communication by 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, Act or (ii) the Time of Sale Information documents listed on Annex B hereto, each electronic road show and (iii) each any other written communication communications approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) 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”)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 under the Securities Act) filed in accordance with Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statements statement 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 Depositor 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 (i) any Underwriters’ Information Underwriter furnished to the Company in any 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 or (ii) any Sellers’ Information Selling Stockholder furnished to the Company in any Issuer Free Writing Prospectuswriting by such Selling Stockholder expressly for use in such Pricing Disclosure Package, (iii) any Master Servicerit being understood and agreed that the only such information furnished by such Selling Stockholder consists of such Selling Stockholder’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 (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing ProspectusSelling Stockholder Information.

Issuer Free Writing Prospectus. Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, the Depositor Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not madeprepared, used, prepared, authorized, approved or referred to and will not makeprepare, 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 Offered Certificates Shares (each such communication by 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, Act or (ii) the Time of Sale Information documents listed on Annex A hereto, each electronic road show and (iii) each any other written communication communications approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”Representatives, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)which approval shall not be unreasonably withheld. Each such Issuer Free Writing Prospectus Prospectus, if any, complied 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 Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statements statement 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 Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company in any writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, (iiiit being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) 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 (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectushereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, the Depositor Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not madeprepared, used, prepared, authorized, approved or referred to and will not makeprepare, 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 Offered Certificates Shares (each such communication by 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, Act or (ii) the Time of Sale Information documents listed on Annex B hereto, each electronic road show and (iii) each any other written communication communications approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”Representatives, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)which shall not be unreasonably withheld. 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 Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statements statement 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 Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company in any writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, (iiiit being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) 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 (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectushereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, the Depositor Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not madeprepared, used, prepared, authorized, approved or referred to and will not makeprepare, 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 Offered Certificates Shares (each such communication by 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, Act or (ii) the Time of Sale Information documents listed on Annex A hereto, each electronic road show and (iii) each any other written communication communications approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”Representatives, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)which approval shall not be unreasonably withheld. 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 Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statements statement 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 Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company in any writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, (iiiit being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) 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 (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectushereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, the Depositor Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not madeprepared, used, prepared, authorized, approved or referred to and will not makeprepare, 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 Offered Certificates Shares (each such communication by 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, Act or (ii) the Time of Sale Information documents listed on Annex A hereto, each electronic road show and (iii) each any other written communication communications approved in writing in advance by the Representative (each such communication Representatives, which approval, in the case of written communications required by law to be prepared, used, authorized, approved or referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”to, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)shall not be unreasonably withheld. 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 Section 8 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 the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statements statement 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 Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company in any writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, (iiiit being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) 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 (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectushereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, the Depositor Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not madeprepared, used, prepared, authorized, approved or referred to and will not makeprepare, 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 Offered Certificates Shares (each such communication by the Company or its agents and representatives (other than a communication referred to in clause (i) below) that would constitute an “issuer free writing prospectus” as defined in Rule 433 under the Securities Act, 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, Act or (ii) the Time of Sale Information documents listed on Annex B hereto, each electronic road show and (iii) each any other written communication communications approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) 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”)Representative. 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 Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statements statement 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 Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company in any writing by such Underwriter expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, (iiiit being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(b) 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 (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectushereof.

Issuer Free Writing Prospectus. Other The use of each of the following Issuer Free Writing Prospectuses has been consented to by the Company and the Representatives pursuant to Section 5(a)(iii) of the Underwriting Agreement: EXHIBIT A [Form of Opinion of Stikeman Elliott] EXHIBIT B [Form of Opinion of Xxxxx Day] ANNEX I DELAYED DELIVERY CONTRACT Debt Securities [Date] POTASH CORPORATION OF SASKATCHEWAN INC. Ladies and Gentlemen: The undersigned hereby agrees to purchase from Potash Corporation of Saskatchewan Inc., a company incorporated under the laws of Canada (the “Company”), and the Company agrees to sell to the undersigned, as of the date hereof, for delivery on , 20 (the “Delivery Date”), $______________ principal amount of the Company’s % [Notes] due (the “Securities”), offered by the Company’s Prospectus dated and a Prospectus Supplement dated relating thereto, receipt of copies of which is hereby acknowledged, at % of the principal amount thereof plus accrued interest, if any, and on the further terms and conditions set forth in this Delayed Delivery Contract (this “Contract”). Payment for the Securities that the undersigned has agreed to purchase for delivery on the Delivery Date shall be made to the Company or its order in Federal (same day) funds by certified or official bank check or wire transfer (as specified by the Company) to an account designated by the Company, at the office of at a.m. on the Delivery Date upon delivery to the undersigned of the Securities to be purchased by the undersigned in definitive fully registered form and in such denominations and registered in such names as the undersigned may designate by written or telegraphic communication addressed to the Company not less than five full business days prior to the ProspectusDelivery Date. It is expressly agreed that the provisions for delayed delivery and payment are for the sole convenience of the undersigned; that the purchase hereunder of Securities is to be regarded in all respects as a purchase as of the date of this Contract, except for purposes of determining the original date of issue under Section 10.08 of the Indenture which the parties hereto acknowledge is the Delivery Date; that the obligation of the Company to make delivery of and accept payment for, and the obligation of the undersigned to take delivery of and make payment for, Securities on the Delivery Date shall be subject only to the conditions that (1) investment in the Securities shall not at the Delivery Date be prohibited under the laws of any jurisdiction in the United States to which the undersigned is subject and (2) the Company shall have sold to the Underwriters the total principal amount of the Securities less the principal amount thereof covered by this and other similar Contracts. The undersigned represents that its investment in the Securities is not, as of the date hereof, prohibited under the laws of any jurisdiction to which the undersigned is subject and which governs such investment. Promptly after completion of the sale to the Underwriters, the Depositor (including Company will mail or deliver to the undersigned at its agents and representatives other than address set forth below notice to such effect, accompanied by copies of the opinions of counsel for the Company delivered to the Underwriters in connection therewith. This Contract will inure to the benefit of and be binding upon the parties hereto and their capacity as such) has not maderespective successors, used, prepared, authorized, approved or referred to and but will not make, use, prepare, authorize, approve or refer to any “be assignable by either party hereto without the 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 Certificates other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) consent of the Securities Act other. It is understood that the acceptance of any such Contract is in the Company’s sole discretion and, without limiting the foregoing, need not be on a first-come, first-served basis. If this Contract is acceptable to the Company, it is requested that the Company sign the form of acceptance below and mail or Rule 134 under deliver one of the Securities Actcounterparts hereof to the undersigned at its address set forth below. This will become a binding contract between the Company and the undersigned when such counterpart is so mailed or delivered. [signature page follows] Yours very truly, (iiName of Purchaser) the Time By (Name of Sale Information and Signatory) (iiiTitle of Signatory) each other written communication approved in writing in advance by the Representative (each such communication referred to in clause (iiAddress of Purchaser) and this clause (iii) constituting an “issuer free writing prospectus”Accepted, 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 in all material respects with the Securities Act, has been filed in accordance with Section 8 (to the extent required thereby) and did not at the Time of Sale, and at the Closing Date will not, contain any untrue 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 Depositor makes no representation and warranty with respect to (i) any Underwriters’ Information in 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 (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectus.above date. POTASH CORPORATION OF SASKATCHEWAN INC. By

Issuer Free Writing Prospectus. Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, the Depositor Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not madeprepared, used, prepared, authorized, approved or referred to and will not makeprepare, 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 Offered Certificates Shares (each such communication by 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, Act or (ii) the Time of Sale Information documents listed on Annex A hereto, each electronic road show and (iii) each any other written communication communications approved in writing in advance by the Representative Representatives (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”which approval will not be unreasonably withheld, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”conditioned or delayed). Each such Issuer Free Writing Prospectus complied in all material respects with Rule 433 under the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statements statement 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 Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company in any writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, (iiiit being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) 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 (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectushereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, the Depositor Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not madeprepared, used, prepared, authorized, approved or referred to and will not makeprepare, 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 Offered Certificates Shares (each such communication by 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, Act or (ii) the Time of Sale Information documents listed on Annex A hereto, each electronic road show and (iii) each any other written communication communications approved in writing in advance by the Representative (each such communication Representatives, which approval, in the case of written communications required by law to be prepared, used, authorized, approved or referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”to, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)shall not be unreasonably withheld. 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 Section 8 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 the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statements statement 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 Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company in any writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, (iiiit being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) 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 (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectushereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, the Depositor Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not madeprepared, used, prepared, authorized, approved or referred to and will not makeprepare, 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 Offered Certificates Shares (each such communication by 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, Act or (ii) the Time of Sale Information documents listed on Annex A hereto, each electronic road show and (iii) each any other written communication communications approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”Representative, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)which approval shall not be unreasonably withheld. Each such Issuer Free Writing Prospectus Prospectus, if any, complied 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 Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statements statement 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 Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company in any writing by such Underwriter through the Representative expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, (iiiit being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) 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 (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectushereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, the Depositor Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not madeprepared, used, prepared, authorized, approved or referred to and will not makeprepare, 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 Offered Certificates ADSs (each such communication by 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, Act or (ii) the Time of Sale Information documents listed on Annex A to the Pricing Agreement, each electronic road show and (iii) each any other written communication communications approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) 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”)Representatives. Each such Issuer Free Writing Prospectus as set forth in Annex A to the Pricing Agreement complied or will comply as to form in all material respects with the applicable requirements of the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Statutory Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statements statement 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; misleading or conflicted or will conflict (as the case may be) with the information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus (; provided that the Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in each such Issuer Free Writing Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus, (iiit being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(c) any Sellers’ Information hereof. Each issuer free writing prospectus satisfied, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Securities, all other conditions to use thereof as set forth 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 (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing ProspectusRules 164 and 433 under the Securities Act.

Issuer Free Writing Prospectus. Other than the Prospectus, the Depositor (including its agents and representatives other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not make, 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 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, (ii) the Time of Sale Information and (iii) each other written communication approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) 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 in all material respects with the Securities Act, has been filed in accordance with Section 8 (to the extent required thereby) and did not at the Time of Sale, and at the Closing Date will not, contain any untrue 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 Depositor makes no representation and warranty with respect to (i) any Underwriters’ Information in 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 and Trustee’s Information in any Issuer Free Writing Prospectus, or (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectus.

Issuer Free Writing Prospectus. Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, the Depositor Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not madeprepared, used, prepared, authorized, approved or referred to and will not makeprepare, 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 Offered Certificates Shares (each such communication by 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, Act or (ii) the Time of Sale Information each electronic road show and (iii) each any other written communication communications approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) 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”)Representative. 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 Section 8 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 the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statements statement 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 Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company in any writing by such Underwriter through the Representative expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, (iiiit being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) 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 (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectushereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, the Depositor Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, 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 Offered Certificates Underlying Shares or the ADSs (each such communication and any other information made available to any prospective investor in the ADSs by 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, Act or (ii) the Time of Sale Information documents listed on Annex B hereto, each electronic road show and (iii) each any other written communication communications approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) 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”)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 Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statements statement 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 Depositor Company makes no representation and or warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company in any writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, (iiiit being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) 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 (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectushereof.

Issuer Free Writing Prospectus. Other than the Prospectus, the Depositor The Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, 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 Offered Certificates Securities (each such communication by the Company or its agents and representatives (other than a communication referred to in clauses (i) (ii) (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, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) documents listed on Annex B hereto as constituting the Time of Sale Information and (iiiv) each any electronic road show or other written communication communications, in each case approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) 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”)Representatives. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, and does not or will not conflict with information contained in the Registration Statement, any Preliminary Prospectus or the Prospectus, has been or will be (within the time period specified in Rule 433 under the Securities Act) filed in accordance with Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Time of Sale Information filed prior to first use of such Issuer Free Writing Prospectus, did not at not, as of the Time of Sale, and at the Closing Date will not, contain any untrue statements statement 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 Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in each such Issuer Free Writing Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in any Issuer Free Writing Prospectus, (iiit being understood and agreed that the only such information furnished by any Underwriter consists of the information described in Section 7(b) 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 (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectushereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, the Depositor Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not madeprepared, used, prepared, authorized, approved or referred to (including information on or hyperlinked from the Company’s website) and will not makeprepare, 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 Offered Certificates Shares (each such communication by 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, Act or (ii) the Time of Sale Information documents listed on Annex B hereto, each electronic road show and (iii) each any other written communication communications approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) 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”)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 Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statements statement 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 Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company in any writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, (iiiit being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) 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 (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectushereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, the Depositor Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, 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 Offered Certificates Shares (each such communication by 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, Act or (ii) the Time of Sale Information documents listed on Annex A hereto, each electronic road show and (iii) each any other written communication communications approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) 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”)Underwriters. 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 Section 8 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 the Preliminary Prospectus filed prior to the first use of such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statements statement 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 Depositor Company makes no representation and or warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company in any writing by such Underwriter expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, (iiiit being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) 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 (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectushereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, the ADR Registration Statement, the Preliminary Prospectus, the Depositor Prospectus and the ADR Prospectus, the Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, 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 Offered Certificates Securities or the Underlying Shares (each such communication by 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, Act or (ii) the Time of Sale Information and documents listed on Annex A hereto, (iii) each electronic road show and (iv) any other written communication communications approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) 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”)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 Section 8 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 the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statements statement 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 Depositor 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) any Underwriters’ the Selling Stockholder Information in any Issuer Free Writing Prospectus, or (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 (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectusthe U.S. Underwriter Information.

Issuer Free Writing Prospectus. Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, the Depositor Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not madeprepared, used, prepared, authorized, approved or referred to and will not makeprepare, 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 Offered Certificates Shares (each such communication by 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, Act or (ii) the Time of Sale Information documents listed on Annex B hereto, each electronic road show and (iii) each any other written communication communications approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) 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”)Representatives. Each such Issuer Free Writing Prospectus does not conflict with the information contained in the Registration Statement or the Pricing Disclosure Package, 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 Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statements statement 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 Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company in any writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, (iiiit being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) 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 (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectushereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, the Depositor Company (including its agents and representatives representatives, other than the Underwriters Underwriter in their its capacity as such) has not madeprepared, used, prepared, authorized, approved or referred to and will not makeprepare, 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 Offered Certificates Shares (each such communication by 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, Act or (ii) the Time of Sale Information documents listed on Annex B hereto, each electronic road show and (iii) each any other written communication communications approved in writing in advance by the Representative Underwriter (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”which approval will not be unreasonably withheld, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”conditioned or delayed). Each such Issuer Free Writing Prospectus complied in all material respects with Rule 433 under the Securities Act, Act and has been or will be filed in accordance with Section 8 the Securities Act (to the extent required thereby) and ). Each such Issuer Free Writing Prospectus, when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statements statement 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 Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) any Sellers’ Information Prospectus or Preliminary Prospectus in any reliance upon and in conformity with information relating to the Underwriter furnished to the Company in writing by the Underwriter expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, (iiiit being understood and agreed that the only such information furnished by the Underwriter consists of the information described as such in Section 7(b) 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 (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectushereof.

Issuer Free Writing Prospectus. Other than the Prospectus, the Depositor (including its agents and representatives other than the Underwriters in their capacity as such) The Company represents that it has not mademade and agrees that, usedunless it obtains the prior written consent of the Representatives, prepared, authorized, approved or referred to and it will not make, use, prepare, authorize, approve any offer relating to the Notes that would constitute an Issuer Free Writing Prospectus or refer to any that would otherwise constitute a “written communicationfree writing prospectus” (as defined in under Rule 405 under the Securities Act) that constitutes an offer required to sell be filed by the Company with the Commission or solicitation of an offer to buy retained by the Offered Certificates other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Company under Rule 134 433 under the Securities Act; provided that the prior written consent of the Representatives shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included in Schedule III hereto. Any such free writing prospectus consented to by the Representatives is hereinafter referred to as a “Permitted Free Writing Prospectus,” The Company agrees that (i) it has treated and will treat as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) it has complied and will comply, as the Time case may be, with the requirements under Rules 164 and 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of Sale Information timely filing with the Commission, legending and (iii) each other written communication approved in writing in advance record keeping. The Company consents to the use by the Representative Underwriters of a free writing prospectus that (each such communication referred to in clause (iia) and this clause (iii) constituting is not an “issuer free writing prospectus”, ” as defined in under Rule 433(h433, and (b) contains only (i) information describing the preliminary terms of the Notes or their offering, (ii) information permitted by Rule 134 under the Securities ActAct or (iii) information that describes the final terms of the Notes or their offering and that is included in the Final Term Sheet of the Company contemplated in Section 3(f) above. The Underwriters will not distribute any offering material in connection with the offering and sale of the Notes other than the Registration Statement, being referred to as an “Issuer Free Writing any Preliminary Prospectus”). Each such , the Prospectus, any Issuer Free Writing Prospectus complied included in all material respects with Schedule II hereto and the Securities Act, has been filed in accordance with Section 8 (free writing prospectuses referred to the extent required thereby) and did not at the Time of Sale, and at the Closing Date will not, contain any untrue 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 Depositor makes no representation and warranty with respect to (i) any Underwriters’ Information in 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 (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectusforegoing sentence.

Issuer Free Writing Prospectus. Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, the Depositor Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not madeprepared, used, prepared, authorized, approved or referred to and will not makeprepare, 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 Offered Certificates Securities (each such communication by the Company or its agents and representatives, other than the Underwriters in their capacity as such, (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, Act or (ii) the Time of Sale Information documents listed on Annex B hereto, each electronic road show and (iii) each any other written communication communications approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) 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”)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 Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statements statement 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 Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company in any writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, (iiiit being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) 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 (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectushereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, the Depositor Company (including its agents and representatives representatives, other than the Underwriters Underwriter in their its capacity as such) has not madeprepared, used, prepared, authorized, approved or referred to and will not makeprepare, 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 Offered Certificates Shares (each such communication by 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, Act or (ii) the Time of Sale Information documents listed on Annex A hereto, each electronic road show and (iii) each any other written communication communications approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) 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”)Underwriter. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities ActAct on the date of its first use and as of the Applicable Time, has been or will be (within the time period specified in Rule 433 under the Securities Act) filed in accordance with Section 8 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 the Preliminary Prospectus and all other such Issuer Free Writing Prospectuses accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus on the date of its first use and as of the Applicable Time did not at the Time of Salenot, and at as of the Closing Date will not, contain any untrue statements statement 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 Depositor 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 (i) any Underwriters’ Information in any Issuer Free Writing ProspectusBaxter Information, (ii) any Sellers’ Selling Stockholder Information in any Issuer Free Writing Prospectus, or (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 (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing ProspectusUnderwriter Information.

Issuer Free Writing Prospectus. Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, the Depositor Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, 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 Offered Certificates Shares (each such communication by 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, Act or any document that complies with Rule 135 under the Securities Act or (ii) the Time of Sale Information documents listed on Annex A hereto, each electronic road show and (iii) each any other written communication communications approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) 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”)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 Section 8 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 the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statements statement 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 Depositor Company makes no representation and or warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company in any writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, (iii) it being understood and agreed that the only such information furnished by 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 (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing ProspectusUnderwriter consists of the Underwriter Information.

Issuer Free Writing Prospectus. Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, the Depositor Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not madeprepared, used, prepared, authorized, approved or referred to and will not makeprepare, 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 Offered Certificates Shares (each such communication by 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, Act or (ii) the Time of Sale Information documents listed on Annex A hereto, each electronic road show and (iii) each any other written communication communications approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”Representatives, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)which approval shall not be unreasonably withheld or delayed. 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 Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statements statement 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 Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company in any writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, (iiiit being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(c) 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 (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectushereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, the Depositor Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not madeprepared, used, prepared, authorized, approved or referred to and will not makeprepare, 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 Offered Certificates Shares (each such communication by 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, (ii) the Time of Sale Information and documents listed on Annex B hereto, (iii) each electronic road show and (iv) any other written communication communications approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”Representatives, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)which approval shall not be unreasonably withheld or delayed. 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 Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Preliminary Prospectus filed prior to the first use of such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statements statement 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 Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus or Preliminary Prospectus in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of any Sellers’ Information Underwriter through the Representatives expressly for use in any such Issuer Free Writing Prospectus or Preliminary Prospectus, (iiiit being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 7(b) 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 (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectushereof.

Issuer Free Writing Prospectus. Other than No Issuer Free Writing Prospectus (including the Final Term Sheet), as of its issue date and at all subsequent times through the completion of the offering contemplated hereby or until any earlier date that the Company notified or notifies the Underwriter as described in the next sentence, included, includes or will include any information that conflicted, conflicts, or will conflict with the information contained in the Registration Statement, including any document incorporated by reference therein, any Preliminary Prospectus, or the Prospectus, that had not or has not been superseded or modified. If at any time following delivery of an Issuer Free Writing Prospectus and prior to the end of the Prospectus Delivery Period (as defined below), there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, any Preliminary Prospectus, or the Prospectus, the Depositor (including Company has promptly notified or will promptly notify the Underwriter and has promptly amended or supplemented or will promptly amend or supplement, at its agents and representatives other than the Underwriters in their capacity as such) has not madeown expense, used, prepared, authorized, approved or referred to and will not make, 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 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, (ii) the Time of Sale Information and (iii) each other written communication approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) 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”)Prospectus to eliminate or correct such conflict. The foregoing two sentences do not apply to statements in or omissions from an Issuer Free Writing Prospectus based upon and in conformity with Underwriter Information. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, Act and has been or will be (within the time period specified in Rule 433) filed in accordance with Section 8 the Securities Act (to the extent required thereby) ). The Company has not distributed and did will not at distribute, prior to the Time later of Sale, and at the Closing Date will notand the completion of the Underwriter’s distribution of the Notes, contain any untrue statements of a offering material fact or (when read in conjunction connection with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light offering and sale of the circumstances under which they were madeNotes other than the Registration Statement, not misleading; provided that any Preliminary Prospectus, the Depositor makes no representation and warranty with respect to (i) any Underwriters’ Information in Prospectus, or any Issuer Free Writing Prospectus, (ii) any Sellers’ Information Prospectus reviewed and consented to by the Underwriter and included 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 (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing ProspectusSchedule III hereto.

Issuer Free Writing Prospectus. Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, the Depositor Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not madeprepared, used, prepared, authorized, approved or referred to and will not makeprepare, 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 Offered Certificates Shares (each such communication by 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, Act or (ii) the Time documents listed on Annex A hereto, each electronic road show that constitutes a written communication pursuant to Rule 405 of Sale Information the Securities Act and (iii) each any other written communication communications approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) 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”)Representative. 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 Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statements statement 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 Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company in any writing by such Underwriter through the Representative expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, (iiiit being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(b) 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 (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectushereof.

Issuer Free Writing Prospectus. Other than None of the Prospectus, the Depositor Company or any Subsidiary Guarantor (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, 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 Offered Certificates Securities (each such communication by the Company or any Subsidiary Guarantor or their respective agents and representatives (other than a communication referred to in 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, (ii) the Time of Sale Information and Preliminary Prospectus, (iii) each the Prospectus, (iv) documents listed on Annex B hereto and (v) any electronic road show or other written communication communications, in each case approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) 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”)Representative. 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, the Time of Sale Information or the Prospectus, (iii) has been or will be (within the time period specified in Rule 433) filed in accordance with Section 8 the Securities Act (to the extent required thereby) and (iv) when taken together with the Preliminary Prospectus filed prior to the first use of such Issuer Free Writing Prospectus and any other Issuer Free Writing Prospectus, did not at the Time of Salenot, and at the Closing Date will not, contain any untrue statements statement 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 Depositor makes Company and the Subsidiary Guarantors make no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company 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 (vii) any Senior Trust Advisor’s Information writing by such Underwriter through the Representative expressly for use in any Issuer Free Writing Prospectus.

Issuer Free Writing Prospectus. Other than the Registration Statement, any Preliminary Prospectus and the Prospectus, the Depositor Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not madeprepared, used, prepared, authorized, approved or referred to and will not makeprepare, 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 Offered Certificates Shares (each such communication by the Company or its agents and representatives (other than a communication referred to in subclause (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, Act or (ii) the Time of Sale Information documents listed on Annex A hereto, each electronic road show and (iii) each any other written communication communications approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”Representatives, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)which approval shall not be unreasonably withheld. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, Act and has been or will be (within the time period specified in Rule 433) filed in accordance with Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statements statement 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 Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company in any writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, (iiiit being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) 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 (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectushereof.

Issuer Free Writing Prospectus. Other than Each 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 Underwriter as described in Section 6(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, Pricing Prospectus or the Prospectus, the Depositor (including its agents any document incorporated by reference therein and representatives other than the Underwriters in their capacity as such) any prospectus supplement deemed to be a part thereof that has not made, used, prepared, authorized, approved been superseded or referred to and will not make, 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 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, (ii) the Time of Sale Information and (iii) each other written communication approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) 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”)modified. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities ActAct and the Rules and Regulations, has been or will be (within the time period specified in Rule 433 of the Rules and Regulations) filed in accordance with Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Preliminary Prospectus filed prior to delivery of such Issuer Free Writing Prospectus, such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at the Closing Date will not, contain any untrue statements statement 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 Depositor makes no representation and warranty with respect . The foregoing sentence does not apply to (i) any Underwriters’ Information statements in or omissions from any Issuer Free Writing Prospectus in reliance upon, and in conformity with, written information furnished to the Company by the Underwriter specifically for inclusion therein, which information the parties hereto agree is limited to the Underwriter’s Information (as defined in Section 17). The Company (including its agents and representatives, other than the Underwriter in its capacity as such) has not 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 of the Rules and Regulations) that constitutes an offer to sell or solicitation of an offer to buy the Securities other than the Registration Statement, any Preliminary Prospectus, (ii) any Sellers’ Information the Prospectus and other materials, if any, permitted under the Securities Act and consistent with Section 6(b). The Company is not an “ineligible issuer” in any Issuer Free Writing Prospectusconnection with the offering pursuant to Rules 164, (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 (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectus405 and 433 of the Rules and Regulations.

Issuer Free Writing Prospectus. Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, the Depositor Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not madeprepared, used, prepared, authorized, approved or referred to and will not makeprepare, 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 Offered Certificates Shares (each such communication by 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, Act or (ii) the Time of Sale Information documents listed on Annex B hereto, each electronic road show and (iii) each any other written communication communications approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) 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”)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 under the Securities Act) filed in accordance with Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the latest Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statements statement 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 Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company in any writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, (iiiit being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) 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 (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectushereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, the Depositor Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not madeprepared, used, prepared, authorized, approved or referred to and will not makeprepare, 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 Offered Certificates Shares (each such communication by 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, Act or (ii) the Time of Sale Information documents listed on Annex A hereto, each electronic road show and (iii) each any other written communication communications approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”Representatives, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”)which approval shall not be unreasonably withheld or delayed. 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 Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statements statement 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 Depositor 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 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. Except (i) any Underwriters’ Information in any Issuer Free Writing connection with the Company’s equity incentive plans described in the Prospectus, (ii) any Sellers’ Information in any Issuer Free Writing Prospectus, for the filing of the Registration Statement with the Commission and (iii) any Master Servicer’s Information in any Issuer Free Writing as contemplated by the Preliminary Prospectus and the Prospectus, since August 23, 2014, the Company (ivincluding its agents and representatives) has not had any Special Servicercommunication constituting an “offer” of the Company’s Information securities (within the meaning of Section 2(a)(3) of the Securities Act), other than communications containing only “factual business information” or “forward-looking information” (as such terms are defined in Rule 168 under the Securities Act); provided that the Company makes no representation or warranty in this Section 3(c) with respect to 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 (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing ProspectusUnderwriter.

Issuer Free Writing Prospectus. Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, the Depositor Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not madeprepared, used, prepared, authorized, approved or referred to and will not makeprepare, 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 Offered Certificates ADSs (each such communication by 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, Act or (ii) the Time of Sale Information documents listed on Annex B hereto, each electronic road show and (iii) each any other written communication communications approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) 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”)Representatives. Each such Issuer Free Writing Prospectus as set forth in Annex B complied in all material respects with the applicable requirements of the Securities Act, has been or will be (within the time period specified in Rule 433) filed in accordance with Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Statutory Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statements statement 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 Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in each such Issuer Free Writing Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing 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 or (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 (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectusthe Selling Shareholder Information.

Issuer Free Writing Prospectus. Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, the Depositor Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not madeprepared, used, prepared, authorized, approved or referred to and will not makeprepare, 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 Offered Certificates Shares (each such communication by 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, Act or (ii) the Time of Sale Information documents listed on Annex B hereto, each electronic road show and (iii) each any other written communication communications approved in writing in advance by the Representative Representatives (each such communication referred to in clause (ii) and this clause (iii) constituting an “issuer free writing prospectus”which approval will not be unreasonably withheld, as defined in Rule 433(h) under the Securities Act, being referred to as an “Issuer Free Writing Prospectus”conditioned or delayed). Each such Issuer Free Writing Prospectus complied in all material respects with Rule 433 under the Securities Act, Act and has been or will be filed in accordance with Section 8 the Securities Act (to the extent required thereby) and ). Each such Issuer Free Writing Prospectus, when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statements statement 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 Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company in any writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, (iiiit being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) 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 (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectushereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, the Depositor Company (including its agents and representatives Representatives, other than the Underwriters in their capacity as such) has not madeprepared, used, prepared, authorized, approved or referred to and will not makeprepare, 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 Offered Certificates Shares (each such communication by the Company or its agents and Representatives (other than a communication referred to in clause (i) below) that would constitute an “issuer free writing prospectus” as defined in Rule 433 under the Securities Act, 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, Act or (ii) the Time of Sale Information documents listed on Annex B hereto, each electronic road show and (iii) each any other written communication communications approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) 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”)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 Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statements statement 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 Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company in any writing by such Underwriter expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, (iiiit being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 9(b) 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 (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectushereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, the Depositor Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, 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 Offered Certificates Shares (each such communication by 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, Act or any document that complies with Rule 135 under the Securities Act or (ii) the Time of Sale Information documents listed on Annex A hereto, each electronic road show and (iii) each any other written communication communications approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) 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”)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 Section 8 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 the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statements statement 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 Depositor Company makes no representation and or warranty with respect to (i) any Underwriters’ Information statements or omissions made in each such Issuer Free Writing Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus, (iiit being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) 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 (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectushereof.

Issuer Free Writing Prospectus. Other than the Prospectus, the Depositor (including its agents and representatives other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not make, 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 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, (ii) the Time of Sale Information and (iii) each other written communication approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) 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 in all material respects with the Securities Act, has been filed in accordance with Section 8 (to the extent required thereby) and did not at the Time of Sale, and at the Closing Date will not, contain any untrue 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 Depositor makes no representation and warranty with respect to (i) any Underwriters’ Information in any Issuer Free Writing Prospectus, (ii) any Sellers’ Seller’s 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 AdministratorAdditional Servicer’s Information in any Issuer Free Writing Prospectus, (vi) any Trustee’s Information in any Issuer Free Writing Prospectus, Prospectus or (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectus.

Issuer Free Writing Prospectus. Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, the Depositor Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not madeprepared, used, prepared, authorized, approved or referred to and will not makeprepare, 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 Offered Certificates ADSs (each such communication by 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, Act or (ii) the Time of Sale Information documents listed on Annex B hereto, each electronic road show and (iii) each any other written communication communications approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) 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”)Representatives. Each such Issuer Free Writing Prospectus as set forth in Annex B 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 Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statements statement 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 Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company in any writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, (iiiit being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 10(c) 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 (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectushereof.

Issuer Free Writing Prospectus. Other than No Issuer Free Writing Prospectus (including the Final Term Sheet), as of its issue date and at all subsequent times through the completion of the offering contemplated hereby or until any earlier date that the Company notified or notifies the Representatives as described in the next sentence, included, includes or will include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement, including any document incorporated by reference therein, any Preliminary Prospectus or the Prospectus, the Depositor (including its agents and representatives other than the Underwriters in their capacity as such) that had not or has not made, used, prepared, authorized, approved been superseded or referred modified. If at any time following delivery of an Issuer Free Writing Prospectus and prior to and will not make, use, prepare, authorize, approve or refer to any “written communication” the end of the Prospectus Delivery Period (as defined in Rule 405 under the Securities Act) that constitutes below), there occurred or occurs an offer to sell event or solicitation development as a result of an offer to buy the 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, (ii) the Time of Sale Information and (iii) each other written communication approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) 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 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 filed in accordance with Section 8 (to any Preliminary Prospectus or the extent required thereby) and did not at the Time Prospectus, or as a result of Salewhich such Issuer Free Writing Prospectus, and at the Closing Date will notif republished immediately following such event or development, contain any would include an untrue statements statement of a material fact or (when read in conjunction with the other Time of Sale Information) 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 made, not misleading; provided that , the Depositor makes no representation Company has promptly notified or will promptly notify the Representatives and warranty has promptly amended or supplemented or will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The foregoing two sentences do not apply to statements in or omissions from an Issuer Free Writing Prospectus based upon and in conformity with respect Underwriter Information. Each Issuer Free Writing Prospectus complied in all material respects with the Securities Act and has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to (i) any the extent required thereby). The Company has not distributed and will not distribute, prior to the later of the Closing Date and the completion of the Underwriters’ Information distribution of the Notes, any offering material in connection with the offering and sale of the Notes other than the Registration Statement, any Preliminary Prospectus, the Prospectus, or any Issuer Free Writing Prospectus, (ii) any Sellers’ Information Prospectus reviewed and consented to by the Representatives and included 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 (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing ProspectusSchedule II hereto.

Issuer Free Writing Prospectus. Other than the Registration Statement, each Preliminary Prospectus and the Prospectus, the Depositor Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not madeprepared, used, prepared, authorized, approved or referred to and will not makeprepare, 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 Offered Certificates Shares (each such communication by the Company or its agents and representatives an “Issuer Free Writing Prospectus”) other than (i) the documents listed on Annex D hereto, each electronic road show and any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act, (ii) the Time of Sale Information and (iii) each other written communication communications approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) 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”)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 Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statements statement 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 Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company in any writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, (iiiit being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) 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 (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectushereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, the ADR Registration Statement, the Preliminary Prospectus, the Depositor Prospectus and the ADR Prospectus, the Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, 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 Offered Certificates Securities or the Underlying Shares (each such communication by 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, Act or (ii) the Time of Sale Information and documents listed on Annex A hereto, (iii) each electronic road show and (iv) any other written communication communications approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) 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”)Underwriters. 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 Section 8 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 the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statements statement 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 Depositor 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) any Underwriters’ the Selling Stockholder Information in any Issuer Free Writing Prospectus, or (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 (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectusthe U.S. Underwriter Information.

Issuer Free Writing Prospectus. Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, the Depositor Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not madeprepared, used, prepared, authorized, approved or referred to and will not makeprepare, 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 Offered Certificates Shares (each such communication by 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, Act or (ii) the Time documents listed on Annex A hereto, each bona fide electronic road show within the meaning of Sale Information Rule 433 under the Securities Act and (iii) each any other written communication communications approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) 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”)Representative. Each such Issuer Free Writing Prospectus Prospectus, as of the date thereof, 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 Section 8 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 the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statements statement 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 Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company in any writing by such Underwriter through the Representative expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, (iiiit being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) 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 (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectushereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, the Depositor Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not madeprepared, used, prepared, authorized, approved or referred to and will not makeprepare, 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 Offered Certificates ADSs (each such communication by 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, Act or (ii) the Time of Sale Information documents listed on Annex B hereto, each electronic road show and (iii) each any other written communication communications approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) 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”)Representatives. Each such Issuer Free Writing Prospectus as set forth in Annex B 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 Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statements statement 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 Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company in any writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, (iiiit being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) 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 (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectushereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, the Depositor Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not madeprepared, used, prepared, authorized, approved or referred to and will not makeprepare, 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 Offered Certificates Shares (each such communication by the Company or its agents and representatives (other than a communication referred to in clause (i) below) being 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, Act or (ii) the Time of Sale Information documents listed on Annex B hereto, each electronic road show and (iii) each any other written communication communications approved in writing in advance by the Representative (each such communication referred to in clause (ii) Representatives, the Forward Purchasers and this clause (iii) 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”)Forward Sellers. 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 Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at as of the Closing Date and as of any Additional Closing Date, as the case may be, will not, contain any untrue statements statement 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 Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing ProspectusProspectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Underwriter, (ii) any Sellers’ Information Forward Purchaser or any Forward Seller furnished to the Company in any writing by such Underwriter, such Forward Purchaser or such Forward Seller through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, (iiiit being understood and agreed that the only such information furnished by any Underwriter, any Forward Purchaser or any Forward Seller consists of the information described as such in Section 7(b) 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 (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectushereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, the Depositor Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not madeprepared, used, prepared, authorized, approved or referred to and will not makeprepare, 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 Offered Certificates Shares (each such communication by 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, Act or (ii) the Time of Sale Information documents listed on Annex B hereto, each electronic road show and (iii) each any other written communication communications approved in writing in advance by the Representative (each such communication referred to in clause (ii) Representative, the Forward Purchaser and this clause (iii) 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”)Forward Seller. 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 Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Preliminary Prospectus filed prior to the first use of such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statements statement 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 Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company in any writing by such Underwriter through the Representative expressly for use in such 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, Prospectus or (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Preliminary Prospectus.

Issuer Free Writing Prospectus. Other than No Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering contemplated hereby or until any earlier date that the Company notified or notifies the Representatives as described in the next sentence, included, includes or will include any information that conflicted, conflicts, or will conflict with the information contained in the Registration Statement, including any document incorporated by reference therein, any Preliminary Prospectus, or the Prospectus, that had not or has not been superseded or modified. If at any time following delivery of an Issuer Free Writing Prospectus and prior to the end of the Prospectus Delivery Period (as defined below), there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, any Preliminary Prospectus, or the Prospectus, the Depositor (including Company has promptly notified or will promptly notify the Representatives and has promptly amended or supplemented or will promptly amend or supplement, at its agents and representatives other than the Underwriters in their capacity as such) has not madeown expense, used, prepared, authorized, approved or referred to and will not make, 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 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, (ii) the Time of Sale Information and (iii) each other written communication approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) 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”)Prospectus to eliminate or correct such conflict. The foregoing two sentences do not apply to statements in or omissions from an Issuer Free Writing Prospectus based upon and in conformity with Underwriter Information. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, Act and has been or will be (within the time period specified in Rule 433) filed in accordance with Section 8 the Securities Act (to the extent required thereby) ). The Company has not distributed and did will not at distribute, prior to the Time later of Sale, and at the Closing Date will notand the completion of the Underwriters’ distribution of the Shares, contain any untrue statements of a offering material fact or (when read in conjunction connection with the other Time of Sale Information) omit to state a material fact necessary in order to make the statements therein, in the light offering and sale of the circumstances under which they were madeShares other than the Registration Statement, not misleading; provided that any Preliminary Prospectus, the Depositor makes no representation and warranty with respect to (i) any Underwriters’ Information in Prospectus, or any Issuer Free Writing Prospectus, (ii) any Sellers’ Information Prospectus reviewed and consented to by the Underwriters and included 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 (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing ProspectusSchedule IV hereto.

Issuer Free Writing Prospectus. Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, the Depositor Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not madeprepared, used, prepared, authorized, approved or referred to and will not makeprepare, 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 Offered Certificates Shares (each such communication by 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, Act or (ii) the Time documents listed on Annex A hereto, each bona fide electronic road show within the meaning of Sale Information Rule 433 under the Securities Act and (iii) each any other written communication communications approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) 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”)Representatives. Each such Issuer Free Writing Prospectus Prospectus, as of the date thereof, 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 Section 8 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 the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statements statement 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 Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information Underwriter furnished to the Company in any writing by such Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, (iiiit being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 7(b) 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 (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectushereof.

Issuer Free Writing Prospectus. Other than the Registration Statement, the ADR Registration Statement, the Preliminary Prospectus and the Prospectus, the Depositor Company (including its agents and representatives representatives, other than the International Underwriters in their capacity as such) has not madeprepared, used, prepared, authorized, approved or referred to and will not makeprepare, 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 Offered Certificates ADSs or the Units placed by the International Underwriters (each such communication by 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, (ii) the Time of Sale Information and documents listed on Annex A hereto or (iii) each electronic road show and any other written communication communications approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) 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”)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 Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at as of the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statements statement 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 Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in any each such Issuer Free Writing Prospectus, (ii) Prospectus or Preliminary Prospectus in reliance upon and in conformity with information relating to any Sellers’ Information International Underwriter furnished to the Company in any writing by such International Underwriter through the Representatives expressly for use in such Issuer Free Writing Prospectus or Preliminary Prospectus, (iiiit being understood and agreed that the only such information furnished by any International Underwriter consists of the information described as such in Section 9(c) 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 (vii) any Senior Trust Advisor’s Information in any Issuer Free Writing Prospectushereof.

Issuer Free Writing Prospectus. Other than the Preliminary Prospectus and the Prospectus, the Depositor Company (including its agents and representatives representatives, other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, 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 Offered Certificates Shares (each such communication by 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, Act or (ii) the Time of Sale Information and (iii) each other written communication communications approved in writing in advance by the Representative (each such communication referred to in clause (ii) and this clause (iii) 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”)Representatives. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been filed in accordance with Section 8 the Securities Act (to the extent required thereby) and and, when taken together with the Preliminary Prospectus accompanying, or delivered prior to delivery of, such Issuer Free Writing Prospectus, did not at the Time of Salenot, and at the Closing Date and as of the Additional Closing Date, as the case may be, will not, contain any untrue statements statement 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 Depositor Company makes no representation and warranty with respect to (i) any Underwriters’ Information statements or omissions made in each such Issuer Free Writing Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in any Issuer Free Writing Prospectus, (ii) ; provided further that the Company makes no representation and warranty with respect to any Sellers’ Information statements or omissions made in reliance upon and in conformity with information relating to any Issuer Free Writing Prospectus, (iii) any Master Servicer’s Information Selling Stockholder furnished to the Company 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 (vii) any Senior Trust Advisor’s Information writing by such Selling Stockholder expressly for use in any Issuer Free Writing Prospectus.