Common use of Permitted Free Writing Prospectus Clause in Contracts

Permitted Free Writing Prospectus. The Company (including its agents and representatives, other than the Managers, the Forward Purchasers and the Forward Sellers, each in their respective capacities) have not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes a free writing prospectus other than a Permitted Free Writing Prospectus, which includes (i) the documents listed on Schedule I hereto as constituting part of the General Disclosure Package and (ii) any broadly available road show or other written communications, in each case approved in writing in advance by the Managers, the Forward Purchasers and the Forward Sellers. Each such Permitted Free Writing Prospectus complies or will comply in all material respects with the Securities Act and the rules and regulations of the Commission thereunder, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and, when taken together with the Registration Statement and the Prospectus accompanying, or delivered prior to delivery of, such Permitted Free Writing Prospectus, did not, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Shares or until any earlier date that the Company notified or notifies the Managers, the Forward Purchasers and the Forward Sellers, and will not, when considered together with the General Disclosure Package, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representation or warranty with respect to any statements or omissions made in each such Permitted Free Writing Prospectus in reliance upon and in conformity with information relating to the Managers, the Forward Purchasers or the Forward Sellers furnished to the Company in writing by the Managers, the Forward Purchasers or the Forward Sellers expressly for use in any Permitted Free Writing Prospectus.

Permitted Free Writing Prospectus. The Company Prior to the execution of this Agreement, the Partnership has not, directly or indirectly, offered or sold any of the Units by means of any “prospectus” (including its agents and representativeswithin the meaning of the Securities Act) or used any “prospectus” (within the meaning of the Securities Act) in connection with the offer or sale of the Units, in each case other than the ManagersBasic Prospectus. The Partnership represents and agrees that, unless it obtains the Forward Purchasers and prior consent of the Forward SellersRepresentative (which consent will not be unreasonably withheld, each in their respective capacitiesconditioned or delayed) have until the termination of this Agreement, it has not prepared, made, used, authorized, approved or referred to made and will not prepare, make, use, authorize, approve make any offer relating to the Units that would constitute an “issuer free writing prospectus” (as defined in Rule 433 under the Securities Act) or refer to any that would otherwise constitute a “written communicationfree writing prospectus” (as defined in Rule 405 under the Securities Act) that constitutes a other than any Permitted Free Writing Prospectus made pursuant to this Agreement or any Terms Agreement. Any such free writing prospectus other than relating to the Units consented to by the Partnership and the Representative is hereinafter referred to as a “Permitted Free Writing Prospectus,” and for purposes of the representations and warranties set forth in this Section 3, “Permitted Free Writing Prospectus” shall mean such free writing prospectus as further supplemented or amended by any later Permitted Free Writing Prospectus, which includes (i) the documents listed on Schedule I hereto as constituting part of the General Disclosure Package Prospectus or Incorporated Document. The Partnership represents that it has complied and (ii) any broadly available road show or other written communications, in each case approved in writing in advance by the Managers, the Forward Purchasers and the Forward Sellers. Each such Permitted Free Writing Prospectus complies or will comply in all material respects with the Securities Act and the rules and regulations requirements of the Commission thereunder, has been or will be (within the time period specified in Rule 433) filed in accordance with 433 under the Securities Act (applicable to the extent required thereby) and, when taken together with the Registration Statement and the Prospectus accompanying, or delivered prior to delivery of, such any Permitted Free Writing Prospectus, did notincluding timely filing with the Commission where required, legending and record keeping. The conditions set forth in one or more of subclauses (i) through (iv), inclusive, of Rule 433(b)(1) under the Securities Act are satisfied, and the Registration Statement relating to the offering of the Units contemplated hereby, as initially filed with the Commission, includes a prospectus that, other than by reason of its issue date and at all subsequent times through Rule 433 or Rule 431 under the completion Securities Act, satisfies the requirements of Section 10 of the public Securities Act; the Partnership is not disqualified, by reason of Rule 164(f) or under the Securities Act, from using, in connection with the offer and sale of the Shares or until any earlier date that Units, “free writing prospectuses” (as defined in Rule 405 under the Company notified or notifies Securities Act) pursuant to Rules 164 and 433 under the Managers, Securities Act; the Forward Purchasers and Partnership is not an “ineligible issuer” (as defined in Rule 405 under the Forward Sellers, and will not, when considered together with the General Disclosure Package, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light Securities Act) as of the circumstances eligibility determination date for purposes of Rules 164 and 433 under which they were made, not misleading; provided, however, that the Company makes no representation or warranty Securities Act with respect to any statements or omissions made in each such Permitted Free Writing Prospectus in reliance upon and in conformity with information relating to the Managers, offering of the Forward Purchasers or the Forward Sellers furnished to the Company in writing Units contemplated by the Managers, the Forward Purchasers or the Forward Sellers expressly for use in any Permitted Free Writing ProspectusRegistration Statement.

Permitted Free Writing Prospectus. The Company Transaction Entities (including its their agents and representatives, other than the Managers, the Forward Purchasers and the Forward Sellers, each in their respective capacities) have not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes a free writing prospectus other than a Permitted Free Writing Prospectus, which includes (i) the documents listed on Schedule I hereto as constituting part of the General Disclosure Package and (ii) any broadly available road show or other written communications, in each case approved in writing in advance by the Managers, the Forward Purchasers and the Forward Sellers. Each such Permitted Free Writing Prospectus complies or will comply in all material respects with the Securities Act and the rules and regulations of the Commission thereunder, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and, when taken together with the Registration Statement and the Prospectus accompanying, or delivered prior to delivery of, such Permitted Free Writing Prospectus, did not, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Shares or until any earlier date that the Company notified or notifies the Managers, the Forward Purchasers and the Forward Sellers, and will not, when considered together with the General Disclosure Disclose Package, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes Transaction Entities make no representation or warranty with respect to any statements or omissions made in each such Permitted Free Writing Prospectus in reliance upon and in conformity with information relating to the Managers, the Forward Purchasers or the Forward Sellers furnished to the Company Transaction Entities in writing by the Managers, the Forward Purchasers or the Forward Sellers expressly for use in any Permitted Free Writing Prospectus.

Permitted Free Writing Prospectus. The Prior to the execution of this Agreement, the Company has not, directly or indirectly, offered or sold any of the Shares by means of any “prospectus” (including its agents and representativeswithin the meaning of the Securities Act) or used any “prospectus” (within the meaning of the Securities Act) in connection with the offer or sale of the Shares, in each case other than the ManagersBasic Prospectus. The Company represents and agrees that, unless it obtains the Forward Purchasers and prior consent of the Forward SellersSales Agent (which consent will not be unreasonably withheld, each in their respective capacitiesconditioned or delayed) have until the termination of this Agreement, it has not prepared, made, used, authorized, approved or referred to made and will not prepare, make, use, authorize, approve make any offer relating to the Shares that would constitute an “issuer free writing prospectus” (as defined in Rule 433 under the Securities Act) or refer to any that would otherwise constitute a “written communicationfree writing prospectus” (as defined in Rule 405 under the Securities Act) that constitutes a other than any Permitted Free Writing Prospectus made pursuant to this Agreement or any Terms Agreement. Any such free writing prospectus other than relating to the Shares consented to by the Company and the Sales Agent is hereinafter referred to as a “Permitted Free Writing Prospectus,” and for purposes of the representations and warranties set forth in this Section 3, “Permitted Free Writing Prospectus” shall mean such free writing prospectus as further supplemented or amended by any later Permitted Free Writing Prospectus, which includes (i) the documents listed on Schedule I hereto as constituting part of the General Disclosure Package Prospectus or Incorporated Document. The Company represents that it has complied and (ii) any broadly available road show or other written communications, in each case approved in writing in advance by the Managers, the Forward Purchasers and the Forward Sellers. Each such Permitted Free Writing Prospectus complies or will comply in all material respects with the Securities Act and the rules and regulations requirements of the Commission thereunder, has been or will be (within the time period specified in Rule 433) filed in accordance with 433 under the Securities Act (applicable to the extent required thereby) and, when taken together with the Registration Statement and the Prospectus accompanying, or delivered prior to delivery of, such any Permitted Free Writing Prospectus, did notincluding timely filing with the Commission where required, legending and record keeping. The conditions set forth in one or more of subclauses (i) through (iv), inclusive, of Rule 433(b)(1) under the Securities Act are satisfied, and the registration statement relating to the offering of the Shares contemplated hereby, as initially filed with the Commission, includes a prospectus that, other than by reason of its issue date and at all subsequent times through Rule 433 or Rule 431 under the completion Securities Act, satisfies the requirements of Section 10 of the public Securities Act; the Company is not disqualified, by reason of Rule 164(f) or (g) under the Securities Act, from using, in connection with the offer and sale of the Shares or until any earlier date that Shares, “free writing prospectuses” (as defined in Rule 405 under the Securities Act) pursuant to Rules 164 and 433 under the Securities Act; the Company notified or notifies is not an “ineligible issuer” (as defined in Rule 405 under the Managers, the Forward Purchasers and the Forward Sellers, and will not, when considered together with the General Disclosure Package, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light Securities Act) as of the circumstances eligibility determination date for purposes of Rules 164 and 433 under which they were made, not misleading; provided, however, that the Company makes no representation or warranty Securities Act with respect to any statements or omissions made in each such Permitted Free Writing Prospectus in reliance upon and in conformity with information relating to the Managers, offering of the Forward Purchasers or the Forward Sellers furnished to the Company in writing Shares contemplated by the Managers, the Forward Purchasers or the Forward Sellers expressly for use in any Permitted Free Writing ProspectusRegistration Statement.

Permitted Free Writing Prospectus. The Company (including its agents and representatives, other than Each of the Managers, the Forward Purchasers Operating Partnership and the Forward Sellers, each in their respective capacities) have Company represents that it has not prepared, made, usedand agrees that, authorizedunless it obtains the prior written consent of the Representatives, approved or referred to and it will not prepare, make, use, authorize, approve any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or refer to any that would otherwise constitute a “written communicationfree writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations) required to be filed by the Operating Partnership and the Company with the Commission or retained by the Operating Partnership and the Company under Rule 433; provided that the Securities Act) prior written consent of the Representatives shall be deemed to have been given in respect of each Issuer Free Writing Prospectus, if any, that constitutes a is specified in Schedule B to this Agreement. Any such free writing prospectus other than consented to, or deemed consented to, by the Representatives is hereinafter referred to as a “Permitted Free Writing Prospectus”. Each of the Operating Partnership and 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) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the 1933 Act Regulations applicable to any Permitted Free Writing Prospectus, which includes including in respect in timely filing with the Commission, legending and record keeping. Each Underwriter agrees that, unless it obtains the prior written consent of the Operating Partnership, the Company and the Representatives, it will not make any offer relating to the Securities that would constitute a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations) required to be filed with the Commission under Rule 433; provided that the prior written consent of the Operating Partnership, the Company and the Representatives shall be deemed to have been given in respect of any free writing prospectus that (a) is not an “issuer free writing prospectus” (as defined in Rule 433), and (b) contains only (i) information describing the documents listed on Schedule I hereto as constituting part preliminary terms of the General Disclosure Package and Securities or their offering, (ii) any broadly available road show information permitted by Rule 134 of the 1933 Act Regulations or other written communications, in each case approved in writing in advance by (iii) information that describes the Managers, the Forward Purchasers and the Forward Sellers. Each such Permitted Free Writing Prospectus complies or will comply in all material respects with final terms of the Securities Act or their offering and the rules and regulations of the Commission thereunder, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and, when taken together with the Registration Statement and the Prospectus accompanying, or delivered prior to delivery of, such Permitted Free Writing Prospectus, did not, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Shares or until any earlier date that the Company notified or notifies the Managers, the Forward Purchasers and the Forward Sellers, and will not, when considered together with the General Disclosure Package, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, is included in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representation or warranty with respect to any statements or omissions made Final Term Sheet contemplated in each such Permitted Free Writing Prospectus in reliance upon and in conformity with information relating to the Managers, the Forward Purchasers or the Forward Sellers furnished to the Company in writing by the Managers, the Forward Purchasers or the Forward Sellers expressly for use in any Permitted Free Writing ProspectusSection 3(f).

Permitted Free Writing Prospectus. The Prior to the execution of this Agreement, the Company has not, directly or indirectly, offered or sold any of the Shares by means of any “prospectus” (including its agents and representativeswithin the meaning of the Securities Act) or used any “prospectus” (within the meaning of the Securities Act) in connection with the offer or sale of the Shares, in each case other than the ManagersBasic Prospectus. The Company represents and agrees that, unless it obtains the prior consent of the Agents, the Forward Purchasers Sellers and the Forward SellersPurchasers (which consent will not be unreasonably withheld, each in their respective capacitiesconditioned or delayed) have until the termination of this Agreement, it has not prepared, made, used, authorized, approved or referred to made and will not prepare, make, use, authorize, approve make any offer relating to the Shares that would constitute an “issuer free writing prospectus” (as defined in Rule 433 under the Securities Act) or refer to any that would otherwise constitute a “written communicationfree writing prospectus” (as defined in Rule 405 under the Securities Act) that constitutes a other than any Permitted Free Writing Prospectus made pursuant to this Agreement or any Terms Agreement. Any such free writing prospectus other than relating to the Shares consented to by the Company and the Agents, the Forward Sellers and the Forward Purchasers is hereinafter referred to as a “Permitted Free Writing Prospectus,” and for purposes of the representations and warranties set forth in this Section 3, “Permitted Free Writing Prospectus” shall mean such free writing prospectus as further supplemented or amended by any later Permitted Free Writing Prospectus, which includes (i) the documents listed on Schedule I hereto as constituting part of the General Disclosure Package Prospectus or Incorporated Document. The Company represents that it has complied and (ii) any broadly available road show or other written communications, in each case approved in writing in advance by the Managers, the Forward Purchasers and the Forward Sellers. Each such Permitted Free Writing Prospectus complies or will comply in all material respects with the Securities Act and the rules and regulations requirements of the Commission thereunder, has been or will be (within the time period specified in Rule 433) filed in accordance with 433 under the Securities Act (applicable to the extent required thereby) and, when taken together with the Registration Statement and the Prospectus accompanying, or delivered prior to delivery of, such any Permitted Free Writing Prospectus, did notincluding timely filing with the Commission where required, legending and record keeping. The conditions set forth in one or more of subclauses (i) through (iv), inclusive, of Rule 433(b)(1) under the Securities Act are satisfied, and the registration statement relating to the offering of the Shares contemplated hereby, as initially filed with the Commission, includes a prospectus that, other than by reason of its issue date and at all subsequent times through Rule 433 or Rule 431 under the completion Securities Act, satisfies the requirements of Section 10 of the public Securities Act; the Company is not disqualified, by reason of Rule 164(f) or (g) under the Securities Act, from using, in connection with the offer and sale of the Shares or until any earlier date that Shares, “free writing prospectuses” (as defined in Rule 405 under the Securities Act) pursuant to Rules 164 and 433 under the Securities Act; the Company notified or notifies is not an “ineligible issuer” (as defined in Rule 405 under the Managers, the Forward Purchasers and the Forward Sellers, and will not, when considered together with the General Disclosure Package, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light Securities Act) as of the circumstances eligibility determination date for purposes of Rules 164 and 433 under which they were made, not misleading; provided, however, that the Company makes no representation or warranty Securities Act with respect to any statements or omissions made in each such Permitted Free Writing Prospectus in reliance upon and in conformity with information relating to the Managers, offering of the Forward Purchasers or the Forward Sellers furnished to the Company in writing Shares contemplated by the Managers, the Forward Purchasers or the Forward Sellers expressly for use in any Permitted Free Writing ProspectusRegistration Statement.

Permitted Free Writing Prospectus. The Prior to the execution of this Agreement, the Company has not, directly or indirectly, offered or sold any of the Shares by means of any “prospectus” (including its agents and representativeswithin the meaning of the Securities Act) or used any “prospectus” (within the meaning of the Securities Act) in connection with the offer or sale of the Shares, in each case other than the ManagersBasic Prospectus. The Company represents and agrees that, unless it obtains the Forward Purchasers and prior consent of Xxxxxx Xxxxxxx (which consent will not be unreasonably withheld, conditioned or delayed) until the Forward Sellerstermination of this Agreement, each in their respective capacities) have it has not prepared, made, used, authorized, approved or referred to made and will not prepare, make, use, authorize, approve make any offer relating to the Shares that would constitute an “issuer free writing prospectus” (as defined in Rule 433 under the Securities Act) or refer to any that would otherwise constitute a “written communicationfree writing prospectus” (as defined in Rule 405 under the Securities Act) that constitutes a other than any Permitted Free Writing Prospectus made pursuant to this Agreement or any Terms Agreement. Any such free writing prospectus other than relating to the Shares consented to by the Company and Xxxxxx Xxxxxxx is hereinafter referred to as a “Permitted Free Writing Prospectus,” and for purposes of the representations and warranties set forth in this Section 3, “Permitted Free Writing Prospectus” shall mean such free writing prospectus as further supplemented or amended by any later Permitted Free Writing Prospectus, which includes (i) the documents listed on Schedule I hereto as constituting part of the General Disclosure Package Prospectus or Incorporated Document. The Company represents that it has complied and (ii) any broadly available road show or other written communications, in each case approved in writing in advance by the Managers, the Forward Purchasers and the Forward Sellers. Each such Permitted Free Writing Prospectus complies or will comply in all material respects with the Securities Act and the rules and regulations requirements of the Commission thereunder, has been or will be (within the time period specified in Rule 433) filed in accordance with 433 under the Securities Act (applicable to the extent required thereby) and, when taken together with the Registration Statement and the Prospectus accompanying, or delivered prior to delivery of, such any Permitted Free Writing Prospectus, did notincluding timely filing with the Commission where required, legending and record keeping. The conditions set forth in one or more of subclauses (i) through (iv), inclusive, of Rule 433(b)(1) under the Securities Act are satisfied, and the registration statement relating to the offering of the Shares contemplated hereby, as initially filed with the Commission, includes a prospectus that, other than by reason of its issue date and at all subsequent times through Rule 433 or Rule 431 under the completion Securities Act, satisfies the requirements of Section 10 of the public Securities Act; the Company is not disqualified, by reason of Rule 164(f) or (g) under the Securities Act, from using, in connection with the offer and sale of the Shares or until any earlier date that Shares, “free writing prospectuses” (as defined in Rule 405 under the Securities Act) pursuant to Rules 164 and 433 under the Securities Act; the Company notified or notifies is not an “ineligible issuer” (as defined in Rule 405 under the Managers, the Forward Purchasers and the Forward Sellers, and will not, when considered together with the General Disclosure Package, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light Securities Act) as of the circumstances eligibility determination date for purposes of Rules 164 and 433 under which they were made, not misleading; provided, however, that the Company makes no representation or warranty Securities Act with respect to any statements or omissions made in each such Permitted Free Writing Prospectus in reliance upon and in conformity with information relating to the Managers, offering of the Forward Purchasers or the Forward Sellers furnished to the Company in writing Shares contemplated by the Managers, the Forward Purchasers or the Forward Sellers expressly for use in any Permitted Free Writing ProspectusRegistration Statement.

Permitted Free Writing Prospectus. The Company (including its agents and representatives, other than the Managers, the Forward Purchasers and the Forward Sellers, each in their respective capacities) have represents that it has not prepared, made, usedand agrees that, authorizedunless it obtains the prior written consent of the Underwriters, approved or referred to and it will not prepare, make, use, 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 Rule 405 of the 1933 Act Regulations) required to be filed by the Company with the Commission or retained by the Company under Rule 433 of the Securities Act) 1933 Act Regulations; provided that constitutes a the prior written consent of the Underwriters shall be deemed to have been given in respect of each Issuer Free Writing Prospectus, if any, that is included in Schedule II to this Agreement. Any such free writing prospectus other than consented to by the Underwriters 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) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the 1933 Act Regulations applicable to any Permitted Free Writing Prospectus, which includes including in respect in timely filing with the Commission, legending and record keeping. The Underwriters agree that, unless they obtain the prior written consent of the Company, they will not make any offer relating to the Notes that would constitute a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations) required to be filed with the Commission under Rule 433 of the 1933 Act Regulations; provided that the prior written consent of the Company shall be deemed to have been given in respect of any free writing prospectus that (a) is not an “issuer free writing prospectus” (as defined in Rule 433 of the 1933 Act Regulations), and (b) contains only (i) information describing the documents listed on Schedule I hereto as constituting part preliminary terms of the General Disclosure Package and Notes or their offering, (ii) any broadly available road show or other written communications, in each case approved in writing in advance information permitted by the Managers, the Forward Purchasers and the Forward Sellers. Each such Permitted Free Writing Prospectus complies or will comply in all material respects with the Securities Act and the rules and regulations Rule 134 of the Commission thereunder, has been 1933 Act Regulations or will be (within iii) information that describes the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and, when taken together with the Registration Statement and the Prospectus accompanying, or delivered prior to delivery of, such Permitted Free Writing Prospectus, did not, as of its issue date and at all subsequent times through the completion final terms of the public offer Notes or their offering and sale of the Shares or until any earlier date that the Company notified or notifies the Managers, the Forward Purchasers and the Forward Sellers, and will not, when considered together with the General Disclosure Package, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, is included in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representation or warranty with respect to any statements or omissions made Final Term Sheet contemplated in each such Permitted Free Writing Prospectus in reliance upon and in conformity with information relating to the Managers, the Forward Purchasers or the Forward Sellers furnished to the Company in writing by the Managers, the Forward Purchasers or the Forward Sellers expressly for use in any Permitted Free Writing ProspectusSection 3(f).

Permitted Free Writing Prospectus. The Prior to the execution of this Agreement, the Company has not, directly or indirectly, offered or sold any of the Shares by means of any “prospectus” (including its agents and representativeswithin the meaning of the Securities Act) or used any “prospectus” (within the meaning of the Securities Act) in connection with the offer or sale of the Shares, in each case other than the ManagersBasic Prospectus. The Company represents and agrees that, unless it obtains the Forward Purchasers and prior consent of Jefferies (which consent will not be unreasonably withheld, conditioned or delayed) until the Forward Sellerstermination of this Agreement, each in their respective capacities) have it has not prepared, made, used, authorized, approved or referred to made and will not prepare, make, use, authorize, approve make any offer relating to the Shares that would constitute an “issuer free writing prospectus” (as defined in Rule 433 under the Securities Act) or refer to any that would otherwise constitute a “written communicationfree writing prospectus” (as defined in Rule 405 under the Securities Act) that constitutes a other than any Permitted Free Writing Prospectus made pursuant to this Agreement or any Terms Agreement. Any such free writing prospectus other than relating to the Shares consented to by the Company and Jefferies is hereinafter referred to as a “Permitted Free Writing Prospectus,” and for purposes of the representations and warranties set forth in this Section 3, “Permitted Free Writing Prospectus” shall mean such free writing prospectus as further supplemented or amended by any later Permitted Free Writing Prospectus, which includes (i) the documents listed on Schedule I hereto as constituting part of the General Disclosure Package Prospectus or Incorporated Document. The Company represents that it has complied and (ii) any broadly available road show or other written communications, in each case approved in writing in advance by the Managers, the Forward Purchasers and the Forward Sellers. Each such Permitted Free Writing Prospectus complies or will comply in all material respects with the Securities Act and the rules and regulations requirements of the Commission thereunder, has been or will be (within the time period specified in Rule 433) filed in accordance with 433 under the Securities Act (applicable to the extent required thereby) and, when taken together with the Registration Statement and the Prospectus accompanying, or delivered prior to delivery of, such any Permitted Free Writing Prospectus, did notincluding timely filing with the Commission where required, legending and record keeping. The conditions set forth in one or more of subclauses (i) through (iv), inclusive, of Rule 433(b)(1) under the Securities Act are satisfied, and the registration statement relating to the offering of the Shares contemplated hereby, as initially filed with the Commission, includes a prospectus that, other than by reason of its issue date and at all subsequent times through Rule 433 or Rule 431 under the completion Securities Act, satisfies the requirements of Section 10 of the public Securities Act; the Company is not disqualified, by reason of Rule 164(f) or (g) under the Securities Act, from using, in connection with the offer and sale of the Shares or until any earlier date that Shares, “free writing prospectuses” (as defined in Rule 405 under the Securities Act) pursuant to Rules 164 and 433 under the Securities Act; the Company notified or notifies is not an “ineligible issuer” (as defined in Rule 405 under the Managers, the Forward Purchasers and the Forward Sellers, and will not, when considered together with the General Disclosure Package, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light Securities Act) as of the circumstances eligibility determination date for purposes of Rules 164 and 433 under which they were made, not misleading; provided, however, that the Company makes no representation or warranty Securities Act with respect to any statements or omissions made in each such Permitted Free Writing Prospectus in reliance upon and in conformity with information relating to the Managers, offering of the Forward Purchasers or the Forward Sellers furnished to the Company in writing Shares contemplated by the Managers, the Forward Purchasers or the Forward Sellers expressly for use in any Permitted Free Writing ProspectusRegistration Statement.

Permitted Free Writing Prospectus. The Company (including its agents represents and representativesagrees that, unless it obtains the prior consent of the Representative, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the Representative, it has not made and will not, other than a final term sheet, if any, prepared and filed pursuant to Section 4(d) hereof, make any offer relating to the Managers, the Forward Purchasers and the Forward Sellers, each in their respective capacities) have not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any Securities that would constitute a “written communicationfree writing prospectus” (as defined in Rule 405 under of the Securities ActRules and Regulations unless the prior written consent of the Representative has been received (each, a “Permitted Free Writing Prospectus”); provided that the prior written consent of the Representative hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectus(es), if any, included in Schedule C hereto. The Company represents that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, comply with the requirements of Rules 164 and 433 of the Rules and Regulations applicable to any Issuer Free Writing Prospectus, including the requirements relating to timely filing with the Commission, legending and record keeping and will not take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) that constitutes of the Rules and Regulations a free writing prospectus other than prepared by or on behalf of such Underwriter that such Underwriter otherwise would not have been required to file thereunder. The Company consents to the use by any Underwriter of a Permitted Free Writing Prospectusfree writing prospectus that (a) is not an “issuer free writing prospectus” as defined in Rule 433 of the Rules and Regulations, which includes and (b) contains only (i) information describing the documents listed on Schedule I hereto as constituting part preliminary terms of the General Disclosure Package and Securities or their offering or (ii) any broadly available road show or other written communications, in each case approved in writing in advance by information that described the Managers, the Forward Purchasers and the Forward Sellers. Each such Permitted Free Writing Prospectus complies or will comply in all material respects with final terms of the Securities Act or their offering and that is included in the rules and regulations Final Term Sheet (as defined below) of the Commission thereunder, has been or will be (within the time period specified Company contemplated in Rule 433Section 4(c) filed in accordance with the Securities Act (to the extent required thereby) and, when taken together with the Registration Statement and the Prospectus accompanying, or delivered prior to delivery of, such Permitted Free Writing Prospectus, did not, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Shares or until any earlier date that the Company notified or notifies the Managers, the Forward Purchasers and the Forward Sellers, and will not, when considered together with the General Disclosure Package, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representation or warranty with respect to any statements or omissions made in each such Permitted Free Writing Prospectus in reliance upon and in conformity with information relating to the Managers, the Forward Purchasers or the Forward Sellers furnished to the Company in writing by the Managers, the Forward Purchasers or the Forward Sellers expressly for use in any Permitted Free Writing Prospectusbelow.

Permitted Free Writing Prospectus. The Company Prior to the execution of this Agreement, the Partnership has not, directly or indirectly, offered or sold any of the Units by means of any “prospectus” (including its agents and representativeswithin the meaning of the Securities Act) or used any “prospectus” (within the meaning of the Securities Act) in connection with the offer or sale of the Units, in each case other than the ManagersBasic Prospectus. The Partnership represents and agrees that, unless it obtains the Forward Purchasers and prior consent of the Forward SellersSales Agents (which consent will not be unreasonably withheld, each in their respective capacitiesconditioned or delayed) have until the termination of this Agreement, it has not prepared, made, used, authorized, approved or referred to made and will not prepare, make, use, authorize, approve make any offer relating to the Units that would constitute an “issuer free writing prospectus” (as defined in Rule 433 under the Securities Act) or refer to any that would otherwise constitute a “written communicationfree writing prospectus” (as defined in Rule 405 under the Securities Act) that constitutes a other than any Permitted Free Writing Prospectus made pursuant to this Agreement or any Terms Agreement. Any such free writing prospectus other than relating to the Units consented to by the Partnership and the Sales Agents is hereinafter referred to as a “Permitted Free Writing Prospectus,” and for purposes of the representations and warranties set forth in this Section 3, “Permitted Free Writing Prospectus” shall mean such free writing prospectus as further supplemented or amended by any later Permitted Free Writing Prospectus, which includes (i) the documents listed on Schedule I hereto as constituting part of the General Disclosure Package Prospectus or Incorporated Document. The Partnership represents that it has complied and (ii) any broadly available road show or other written communications, in each case approved in writing in advance by the Managers, the Forward Purchasers and the Forward Sellers. Each such Permitted Free Writing Prospectus complies or will comply in all material respects with the Securities Act and the rules and regulations requirements of the Commission thereunder, has been or will be (within the time period specified in Rule 433) filed in accordance with 433 under the Securities Act (applicable to the extent required thereby) and, when taken together with the Registration Statement and the Prospectus accompanying, or delivered prior to delivery of, such any Permitted Free Writing Prospectus, did notincluding timely filing with the Commission where required, legending and record keeping. The conditions set forth in one or more of subclauses (i) through (iv), inclusive, of Rule 433(b)(1) under the Securities Act are satisfied, and the Registration Statement relating to the offering of the Units contemplated hereby, as initially filed with the Commission, includes a prospectus that, other than by reason of its issue date and at all subsequent times through Rule 433 or Rule 431 under the completion Securities Act, satisfies the requirements of Section 10 of the public Securities Act; the Partnership is not disqualified, by reason of Rule 164(f) or under the Securities Act, from using, in connection with the offer and sale of the Shares or until any earlier date that Units, “free writing prospectuses” (as defined in Rule 405 under the Company notified or notifies Securities Act) pursuant to Rules 164 and 433 under the Managers, Securities Act; the Forward Purchasers and Partnership is not an “ineligible issuer” (as defined in Rule 405 under the Forward Sellers, and will not, when considered together with the General Disclosure Package, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light Securities Act) as of the circumstances eligibility determination date for purposes of Rules 164 and 433 under which they were made, not misleading; provided, however, that the Company makes no representation or warranty Securities Act with respect to any statements or omissions made in each such Permitted Free Writing Prospectus in reliance upon and in conformity with information relating to the Managers, offering of the Forward Purchasers or the Forward Sellers furnished to the Company in writing Units contemplated by the Managers, the Forward Purchasers or the Forward Sellers expressly for use in any Permitted Free Writing ProspectusRegistration Statement.

Permitted Free Writing Prospectus. The Prior to the execution of this Agreement, the Company has not, directly or indirectly, offered or sold any of the Shares by means of any “prospectus” (including its agents and representativeswithin the meaning of the Securities Act) or used any “prospectus” (within the meaning of the Securities Act) in connection with the offer or sale of the Shares, in each case other than the ManagersBasic Prospectus. The Company represents and agrees that, unless it obtains the Forward Purchasers and prior consent of Deutsche Bank Securities (which consent will not be unreasonably withheld, conditioned or delayed) until the Forward Sellerstermination of this Agreement, each in their respective capacities) have it has not prepared, made, used, authorized, approved or referred to made and will not prepare, make, use, authorize, approve make any offer relating to the Shares that would constitute an “issuer free writing prospectus” (as defined in Rule 433 under the Securities Act) or refer to any that would otherwise constitute a “written communicationfree writing prospectus” (as defined in Rule 405 under the Securities Act) that constitutes a other than any Permitted Free Writing Prospectus made pursuant to this Agreement or any Terms Agreement. Any such free writing prospectus other than relating to the Shares consented to by the Company and Deutsche Bank Securities is hereinafter referred to as a “Permitted Free Writing Prospectus,” and for purposes of the representations and warranties set forth in this Section 3, “Permitted Free Writing Prospectus” shall mean such free writing prospectus as further supplemented or amended by any later Permitted Free Writing Prospectus, which includes (i) the documents listed on Schedule I hereto as constituting part of the General Disclosure Package Prospectus or Incorporated Document. The Company represents that it has complied and (ii) any broadly available road show or other written communications, in each case approved in writing in advance by the Managers, the Forward Purchasers and the Forward Sellers. Each such Permitted Free Writing Prospectus complies or will comply in all material respects with the Securities Act and the rules and regulations requirements of the Commission thereunder, has been or will be (within the time period specified in Rule 433) filed in accordance with 433 under the Securities Act (applicable to the extent required thereby) and, when taken together with the Registration Statement and the Prospectus accompanying, or delivered prior to delivery of, such any Permitted Free Writing Prospectus, did notincluding timely filing with the Commission where required, legending and record keeping. The conditions set forth in one or more of subclauses (i) through (iv), inclusive, of Rule 433(b)(1) under the Securities Act are satisfied, and the registration statement relating to the offering of the Shares contemplated hereby, as initially filed with the Commission, includes a prospectus that, other than by reason of its issue date and at all subsequent times through Rule 433 or Rule 431 under the completion Securities Act, satisfies the requirements of Section 10 of the public Securities Act; the Company is not disqualified, by reason of Rule 164(f) or (g) under the Securities Act, from using, in connection with the offer and sale of the Shares or until any earlier date that Shares, “free writing prospectuses” (as defined in Rule 405 under the Securities Act) pursuant to Rules 164 and 433 under the Securities Act; the Company notified or notifies is not an “ineligible issuer” (as defined in Rule 405 under the Managers, the Forward Purchasers and the Forward Sellers, and will not, when considered together with the General Disclosure Package, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light Securities Act) as of the circumstances eligibility determination date for purposes of Rules 164 and 433 under which they were made, not misleading; provided, however, that the Company makes no representation or warranty Securities Act with respect to any statements or omissions made in each such Permitted Free Writing Prospectus in reliance upon and in conformity with information relating to the Managers, offering of the Forward Purchasers or the Forward Sellers furnished to the Company in writing Shares contemplated by the Managers, the Forward Purchasers or the Forward Sellers expressly for use in any Permitted Free Writing ProspectusRegistration Statement.

Permitted Free Writing Prospectus. The Company (including its agents and representatives, other than the Managers, the Forward Purchasers and the Forward Sellers, each in their respective capacities) Offerors represent that they have not prepared, made, usedand agree that, authorizedunless they obtain the prior written consent of the Underwriters, approved or referred to and they will not prepare, make, use, authorize, approve any offer relating to the Trust Preferred Securities that would constitute an Issuer Free Writing Prospectus or refer to any that would otherwise constitute a “written communicationfree writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations) required to be filed by the Offerors with the Commission or retained by CFC under Rule 433 of the Securities Act) 1933 Act Regulations; provided that constitutes a the prior written consent of the Underwriters shall be deemed to have been given in respect of each Issuer Free Writing Prospectus, if any, that is included in Schedule II to this Agreement. Any such free writing prospectus other than consented to by the Underwriters is hereinafter referred to as a “Permitted Free Writing Prospectus”. The Offerors agree that (i) they have treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, and (ii) have complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the 1933 Act Regulations applicable to any Permitted Free Writing Prospectus, which includes including in respect in timely filing with the Commission, legending and record keeping. The Underwriters agree that, unless they obtain the prior written consent of CFC, they will not make any offer relating to the Trust Preferred Securities that would constitute a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations) required to be filed with the Commission under Rule 433 of the 1933 Act Regulations; provided that the prior written consent of CFC shall be deemed to have been given in respect of any free writing prospectus that (a) is not an “issuer free writing prospectus” (as defined in Rule 433 of the 1933 Act Regulations), and (b) contains only (i) information describing the documents listed on Schedule I hereto as constituting part preliminary terms of the General Disclosure Package and Trust Preferred Securities or their offering, (ii) any broadly available road show or other written communications, in each case approved in writing in advance information permitted by the Managers, the Forward Purchasers and the Forward Sellers. Each such Permitted Free Writing Prospectus complies or will comply in all material respects with the Securities Act and the rules and regulations Rule 134 of the Commission thereunder, has been 1933 Act Regulations or will be (within iii) information that describes the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and, when taken together with the Registration Statement and the Prospectus accompanying, or delivered prior to delivery of, such Permitted Free Writing Prospectus, did not, as of its issue date and at all subsequent times through the completion final terms of the public offer Trust Preferred Securities or their offering and sale of the Shares or until any earlier date that the Company notified or notifies the Managers, the Forward Purchasers and the Forward Sellers, and will not, when considered together with the General Disclosure Package, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, is included in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representation or warranty with respect to any statements or omissions made Final Term Sheet contemplated in each such Permitted Free Writing Prospectus in reliance upon and in conformity with information relating to the Managers, the Forward Purchasers or the Forward Sellers furnished to the Company in writing by the Managers, the Forward Purchasers or the Forward Sellers expressly for use in any Permitted Free Writing ProspectusSection 5(vi).

Permitted Free Writing Prospectus. The Company (including its agents and representatives, other than Each of the Managers, the Forward Purchasers Operating Partnership and the Forward Sellers, each in their respective capacities) have Company represents that it has not prepared, made, usedand agrees that, authorizedunless it obtains the prior written consent of the Underwriter, approved or referred to and it will not prepare, make, use, authorize, approve any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus or refer to any that would otherwise constitute a “written communicationfree writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations) required to be filed by the Operating Partnership and the Company with the Commission or retained by the Operating Partnership and the Company under Rule 433 of the Securities Act) 1933 Act Regulations; provided that constitutes a the prior written consent of the Underwriter shall be deemed to have been given in respect of each Free Writing Prospectus, if any, that is included in Schedule A to this Agreement. Any such free writing prospectus other than consented to by the Underwriter is hereinafter referred to as a “Permitted Free Writing Prospectus”. Each of the Operating Partnership and 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) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the 1933 Act Regulations applicable to any Permitted Free Writing Prospectus, which includes including in respect in timely filing with the Commission, legending and record keeping. The Underwriter agrees that, unless it obtains the prior written consent of the Operating Partnership and the Company, it will not make any offer relating to the Securities that would constitute a “free writing prospectus” (as defined in Rule 405 of the 1933 Act Regulations) required to be filed with the Commission under Rule 433 of the 1933 Act Regulations; provided that the prior written consent of the Operating Partnership and the Company shall be deemed to have been given in respect of any free writing prospectus that (a) is not an “issuer free writing prospectus” (as defined in Rule 433 of the 1933 Act Regulations), and (b) contains only (i) information describing the documents listed on Schedule I hereto as constituting part preliminary terms of the General Disclosure Package and Securities or their offering, (ii) any broadly available road show information permitted by Rule 134 of the 1933 Act Regulations or other written communications, in each case approved in writing in advance by (iii) information that describes the Managers, the Forward Purchasers and the Forward Sellers. Each such Permitted Free Writing Prospectus complies or will comply in all material respects with final terms of the Securities Act or their offering and the rules and regulations of the Commission thereunder, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and, when taken together with the Registration Statement and the Prospectus accompanying, or delivered prior to delivery of, such Permitted Free Writing Prospectus, did not, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Shares or until any earlier date that the Company notified or notifies the Managers, the Forward Purchasers and the Forward Sellers, and will not, when considered together with the General Disclosure Package, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, is included in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representation or warranty with respect to any statements or omissions made Final Term Sheet contemplated in each such Permitted Free Writing Prospectus in reliance upon and in conformity with information relating to the Managers, the Forward Purchasers or the Forward Sellers furnished to the Company in writing by the Managers, the Forward Purchasers or the Forward Sellers expressly for use in any Permitted Free Writing ProspectusSection 3(f).

Permitted Free Writing Prospectus. The Prior to the execution of this Agreement, the Company has not, directly or indirectly, offered or sold any of the Shares by means of any “prospectus” (including its agents and representativeswithin the meaning of the Act) or used any “prospectus” (within the meaning of the Act) in connection with the offer or sale of the Shares, in each case other than the ManagersBase Prospectus. The Company represents and agrees that, unless it obtains the Forward Purchasers and prior consent of the Forward SellersAgents, each in their respective capacities) have until the termination of this Agreement, it has not prepared, made, used, authorized, approved or referred to made and will not prepare, make, use, authorize, approve make any offer relating to the Shares that would constitute an “issuer free writing prospectus” (as defined in Rule 433 under the Act) or refer to any that would otherwise constitute a “written communicationfree writing prospectus” (as defined in Rule 405 under the Securities Act) that constitutes a free writing prospectus other than a any Permitted Free Writing Prospectus, which includes (i) . Any such free writing prospectus relating to the documents listed on Schedule I hereto as constituting part of the General Disclosure Package and (ii) any broadly available road show or other written communications, in each case approved in writing in advance Shares consented to by the Managers, Agents (including any Free Writing Prospectus prepared by the Forward Purchasers and Company solely for use in connection with the Forward Sellers. Each such offering contemplated by a particular Terms Agreement) is hereinafter referred to as a “Permitted Free Writing Prospectus complies or Prospectus.” The Company has complied and will comply in all material respects with the Securities requirements of Rule 433 under the Act and the rules and regulations of the Commission thereunder, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (applicable to the extent required thereby) and, when taken together with the Registration Statement and the Prospectus accompanying, or delivered prior to delivery of, such any Permitted Free Writing Prospectus, did notincluding timely filing with the Commission where required, legending and record keeping. The conditions set forth in one or more of subclauses (i) through (iv), inclusive, of Rule 433(b)(1) under the Act are satisfied, and the registration statement relating to the offering of the Shares contemplated hereby, as initially filed with the Commission, includes a prospectus that, other than by reason of its issue date and at all subsequent times through Rule 433 under the completion Act, satisfies the requirements of Section 10 of the public Act; the Company is not disqualified, by reason of Rule 164(f) or (g) under the Act, from using, in connection with the offer and sale of the Shares or until any earlier date that Shares, “free writing prospectuses” (as defined in Rule 405 under the Act) pursuant to Rules 164 and 433 under the Act; the Company notified or notifies was as of the Managerslatest eligibility determination date and is a “well-known seasoned issuer” (each as defined in Rule 405 under the Act); and, if the latest determination date for purposes of the Rule 164 and 433 under the Act were the date of this Agreement, the Forward Purchasers Company would not be considered to be an “ineligible issuer” and be considered a “well-known seasoned issuer.” The Company has paid or, no later than the Forward Sellersbusiness day after the date of this Agreement, and will not, when considered together with pay the General Disclosure Package, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make registration fee for the statements therein, in the light offering of the circumstances Maximum Amount of Shares pursuant to Rule 457 under which they were made, not misleading; provided, however, that the Company makes no representation or warranty with respect to any statements or omissions made in each such Permitted Free Writing Prospectus in reliance upon and in conformity with information relating to the Managers, the Forward Purchasers or the Forward Sellers furnished to the Company in writing by the Managers, the Forward Purchasers or the Forward Sellers expressly for use in any Permitted Free Writing ProspectusAct.

Permitted Free Writing Prospectus. The Company (including its agents and representatives, other than the Managers, the Forward Purchasers and the Forward Sellers, each in their respective capacities) have not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes a free writing prospectus other than a Permitted Free Writing Prospectus, which includes (i) the documents listed on Schedule I hereto as constituting part of the General Disclosure Package and (ii) any broadly available road show or other written communications, in each case approved in writing in advance by the Managers, the Forward Purchasers and the Forward Sellers. Each such Permitted Free Writing Prospectus complies or will comply in all material respects does not include anything that conflicts with the Securities Act information contained or incorporated by reference in the Registration Statement or the Prospectus; and the rules and regulations of the Commission thereunder, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) andany such Free Writing Prospectus, when taken together with the Registration Statement and the Prospectus accompanying, or delivered prior to delivery of, such Permitted Free Writing Prospectus, did not, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Shares or until any earlier date that the Company notified or notifies the Managers, the Forward Purchasers and the Forward Sellers, and will not, when considered together with the General Disclosure Package, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representation or warranty with respect to any statements or omissions made in each such Permitted Free Writing Prospectus in reliance upon and in conformity with any information relating to furnished in writing by or on behalf of the Managers, the Forward Purchasers or the Forward Sellers furnished to the Company in writing by the Managers, the Forward Purchasers or the Forward Sellers expressly for use in any Permitted Free Writing Prospectus.

Permitted Free Writing Prospectus. The Company (including its agents represents and representativesagrees that, unless it obtains the prior consent of the Representative, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the Representative, it has not made and will not, other than the ManagersFinal Term Sheet (defined below), if any, prepared and filed pursuant to Section 4(i)(d) hereof, make any offer relating to the Forward Purchasers and the Forward Sellers, each in their respective capacities) have not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any Stock that would constitute a “written communicationfree writing prospectus” (as defined in Rule 405 under of the Securities ActRules and Regulations unless the prior written consent of the Representative has been received (each, a “Permitted Free Writing Prospectus”); provided that the prior written consent of the Representative hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectus included in Schedule B hereto. The Company represents that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, comply with the requirements of Rules 164 and 433 of the Rules and Regulations applicable to any Issuer Free Writing Prospectus, including the requirements relating to timely filing with the Commission, legending and record keeping and will not take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) that constitutes of the Rules and Regulations a free writing prospectus other than prepared by or on behalf of such Underwriter that such Underwriter otherwise would not have been required to file thereunder. The Company consents to the use by any Underwriter of a Permitted Free Writing Prospectusfree writing prospectus that (a) is not an "issuer free writing prospectus" as defined in Rule 433 of the Rules and Regulations, which includes and (b) contains only (i) information describing the documents listed on Schedule I hereto as constituting part preliminary terms of the General Disclosure Package Stock or its offering and (ii) any broadly available road show or other written communications, in each case approved in writing in advance by information that described the Managers, the Forward Purchasers and the Forward Sellers. Each such Permitted Free Writing Prospectus complies or will comply in all material respects with the Securities Act and the rules and regulations final terms of the Commission thereunder, has been Stock or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and, when taken together with the Registration Statement its offering and the Prospectus accompanying, or delivered prior to delivery of, such Permitted Free Writing Prospectus, did not, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Shares or until any earlier date that the Company notified or notifies the Managers, the Forward Purchasers and the Forward Sellers, and will not, when considered together with the General Disclosure Package, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, is included in the light of the circumstances under which they were madeFinal Term Sheet, not misleading; providedif any, however, that the Company makes no representation or warranty with respect to any statements or omissions made contemplated in each such Permitted Free Writing Prospectus in reliance upon and in conformity with information relating to the Managers, the Forward Purchasers or the Forward Sellers furnished to the Company in writing by the Managers, the Forward Purchasers or the Forward Sellers expressly for use in any Permitted Free Writing ProspectusSection 4(i)(d) below.

Permitted Free Writing Prospectus. The Company Transaction Entities (including its their agents and representatives, other than the Managers, the Forward Purchasers and the Forward Sellers, each Managers in their respective capacitiescapacity as such) have not prepared, made, used, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes a free writing prospectus other than a Permitted Free Writing Prospectus, which includes (i) the documents listed on Schedule I hereto as constituting part of the General Disclosure Package and (ii) any broadly available road show or other written communications, in each case approved in writing in advance by the Managers, the Forward Purchasers and the Forward Sellers. Each such Permitted Free Writing Prospectus complies or will comply in all material respects with the Securities Act and the rules and regulations of the Commission thereunder, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and, when taken together with the Registration Statement and the Prospectus accompanying, or delivered prior to delivery of, such Permitted Free Writing Prospectus, did not, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Shares or until any earlier date that the Company notified or notifies the Managers, the Forward Purchasers and the Forward Sellers, and will not, when considered together with the General Disclosure Disclose Package, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes Transaction Entities make no representation or warranty with respect to any statements or omissions made in each such Permitted Free Writing Prospectus in reliance upon and in conformity with information relating to the Managers, the Forward Purchasers or the Forward Sellers Managers furnished to the Company Transaction Entities in writing by the Managers, the Forward Purchasers or the Forward Sellers Managers expressly for use in any Permitted Free Writing Prospectus.

Permitted Free Writing Prospectus. The Other than a Preliminary Prospectus, the Pricing Disclosure Package, the Prospectus or a Permitted Free Writing Prospectus, the Company (including its subsidiaries, agents and representatives, other than the Managers, the Forward Purchasers and the Forward Sellers, each Underwriters in their respective capacitiescapacity as such) have has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes a free writing prospectus an offer to sell or solicitation of an offer to buy the Shares other than any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act. No order preventing or suspending the use of any Permitted Free Writing Prospectus, which includes (i) the documents listed on Schedule I hereto as constituting part of the General Disclosure Package and (ii) any broadly available road show or other written communications, in each case approved in writing in advance Prospectus has been issued by the ManagersCommission, the Forward Purchasers and the Forward Sellers. Each such each Permitted Free Writing Prospectus complies or and will comply in all material respects with the Securities Act Act, was and the rules and regulations of the Commission thereunder, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and does not conflict with the information contained in the Registration Statement, the Pricing Prospectus or the Prospectus. The Company has not, directly or indirectly, prepared, used or referred to any Permitted Free Writing Prospectus except in compliance with Rules 164 and 433 under the Securities Act and, assuming that such Permitted Free Writing Prospectus is so sent or given after the Registration Statement was filed with the Commission (and after such Permitted Free Writing Prospectus was, if required pursuant to Rule 433(d) under the Act, filed with the Commission), the sending or giving, by any Underwriter, of any Permitted Free Writing Prospectus will satisfy the provisions of Rule 164 or Rule 433 (without reliance on subsections (b), (c) and (d) of Rule 164). Each Permitted Free Writing Prospectus, as supplemented by and taken together with the Pricing Prospectus as of the Applicable Time, and when taken together with the Registration Statement and the Prospectus accompanying, or delivered prior to delivery of, such Permitted Free Writing Prospectus, did not, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Shares or until any earlier date that the Company notified or notifies the Managerslast Closing Date, the Forward Purchasers and the Forward Sellers, did not and will not, when considered together with the General Disclosure Package, not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, provided that the Company makes no representation or and warranty with respect to any statements or omissions made in each such Permitted Free Writing Prospectus in reliance upon and in conformity with information relating to the Managers, the Forward Purchasers or the Forward Sellers any Underwriter furnished to the Company in writing by such Underwriter through the Managers, the Forward Purchasers or the Forward Sellers Representatives expressly for use in any Permitted Free Writing Prospectus, it being understood and agreed that the only such information furnished by the Representatives consists of the information described as such in Section 7.3 hereof.

Permitted Free Writing Prospectus. The Prior to the execution of this Agreement, the Company has not, directly or indirectly, offered or sold any of the Shares by means of any “prospectus” (including its agents and representativeswithin the meaning of the Securities Act) or used any “prospectus” (within the meaning of the Securities Act) in connection with the offer or sale of the Shares, in each case other than the ManagersBasic Prospectus. The Company represents and agrees that, unless it obtains the Forward Purchasers and prior consent of Citigroup (which consent will not be unreasonably withheld, conditioned or delayed) until the Forward Sellerstermination of this Agreement, each in their respective capacities) have it has not prepared, made, used, authorized, approved or referred to made and will not prepare, make, use, authorize, approve make any offer relating to the Shares that would constitute an “issuer free writing prospectus” (as defined in Rule 433 under the Securities Act) or refer to any that would otherwise constitute a “written communicationfree writing prospectus” (as defined in Rule 405 under the Securities Act) that constitutes a other than any Permitted Free Writing Prospectus made pursuant to this Agreement or any Terms Agreement. Any such free writing prospectus other than relating to the Shares consented to by the Company and Citigroup is hereinafter referred to as a “Permitted Free Writing Prospectus,” and for purposes of the representations and warranties set forth in this Section 3, “Permitted Free Writing Prospectus” shall mean such free writing prospectus as further supplemented or amended by any later Permitted Free Writing Prospectus, which includes (i) the documents listed on Schedule I hereto as constituting part of the General Disclosure Package Prospectus or Incorporated Document. The Company represents that it has complied and (ii) any broadly available road show or other written communications, in each case approved in writing in advance by the Managers, the Forward Purchasers and the Forward Sellers. Each such Permitted Free Writing Prospectus complies or will comply in all material respects with the Securities Act and the rules and regulations requirements of the Commission thereunder, has been or will be (within the time period specified in Rule 433) filed in accordance with 433 under the Securities Act (applicable to the extent required thereby) and, when taken together with the Registration Statement and the Prospectus accompanying, or delivered prior to delivery of, such any Permitted Free Writing Prospectus, did notincluding timely filing with the Commission where required, legending and record keeping. The conditions set forth in one or more of subclauses (i) through (iv), inclusive, of Rule 433(b)(1) under the Securities Act are satisfied, and the registration statement relating to the offering of the Shares contemplated hereby, as initially filed with the Commission, includes a prospectus that, other than by reason of its issue date and at all subsequent times through Rule 433 or Rule 431 under the completion Securities Act, satisfies the requirements of Section 10 of the public Securities Act; the Company is not disqualified, by reason of Rule 164(f) or (g) under the Securities Act, from using, in connection with the offer and sale of the Shares or until any earlier date that Shares, “free writing prospectuses” (as defined in Rule 405 under the Securities Act) pursuant to Rules 164 and 433 under the Securities Act; the Company notified or notifies is not an “ineligible issuer” (as defined in Rule 405 under the Managers, the Forward Purchasers and the Forward Sellers, and will not, when considered together with the General Disclosure Package, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light Securities Act) as of the circumstances eligibility determination date for purposes of Rules 164 and 433 under which they were made, not misleading; provided, however, that the Company makes no representation or warranty Securities Act with respect to any statements or omissions made in each such Permitted Free Writing Prospectus in reliance upon and in conformity with information relating to the Managers, offering of the Forward Purchasers or the Forward Sellers furnished to the Company in writing Shares contemplated by the Managers, the Forward Purchasers or the Forward Sellers expressly for use in any Permitted Free Writing ProspectusRegistration Statement.

Permitted Free Writing Prospectus. The Prior to the execution of this Agreement, the Company has not, directly or indirectly, offered or sold any of the Shares by means of any “prospectus” (including its agents and representativeswithin the meaning of the Securities Act) or used any “prospectus” (within the meaning of the Securities Act) in connection with the offer or sale of the Shares, in each case other than the ManagersBase Prospectus. The Company represents and agrees that, unless it obtains the Forward Purchasers and prior consent of the Forward SellersAgent (which consent will not be unreasonably withheld, each in their respective capacitiesconditioned or delayed) have until the termination of this Agreement, it has not prepared, made, used, authorized, approved or referred to made and will not prepare, make, use, authorize, approve make any offer relating to the Shares that would constitute an “issuer free writing prospectus” (as defined in Rule 433 under the Securities Act) or refer to any that would otherwise constitute a “written communicationfree writing prospectus” (as defined in Rule 405 under the Securities Act) that constitutes a other than any Permitted Free Writing Prospectus made pursuant to this Agreement or any Terms Agreement. Any such free writing prospectus other than relating to the Shares consented to by the Company and the Agent is hereinafter referred to as a “Permitted Free Writing Prospectus,” and for purposes of the representations and warranties set forth in this Section 3, “Permitted Free Writing Prospectus” shall mean such free writing prospectus as further supplemented or amended by any later Permitted Free Writing Prospectus, which includes (i) the documents listed on Schedule I hereto as constituting part of the General Disclosure Package Prospectus or Incorporated Document. The Company represents that it has complied and (ii) any broadly available road show or other written communications, in each case approved in writing in advance by the Managers, the Forward Purchasers and the Forward Sellers. Each such Permitted Free Writing Prospectus complies or will comply in all material respects with the Securities Act and the rules and regulations requirements of the Commission thereunder, has been or will be (within the time period specified in Rule 433) filed in accordance with 433 under the Securities Act (applicable to the extent required thereby) and, when taken together with the Registration Statement and the Prospectus accompanying, or delivered prior to delivery of, such any Permitted Free Writing Prospectus, did notincluding timely filing with the Commission where required, legending and record keeping. The conditions set forth in one or more of subclauses (i) through (iv), inclusive, of Rule 433(b)(1) under the Securities Act are satisfied, and the registration statement relating to the offering of the Shares contemplated hereby, as initially filed with the Commission, includes a prospectus that, other than by reason of its issue date and at all subsequent times through Rule 433 or Rule 431 under the completion Securities Act, satisfies the requirements of Section 10 of the public Securities Act; the Company is not disqualified, by reason of Rule 164(f) or (g) under the Securities Act, from using, in connection with the offer and sale of the Shares or until any earlier date that Shares, “free writing prospectuses” (as defined in Rule 405 under the Securities Act) pursuant to Rules 164 and 433 under the Securities Act; the Company notified or notifies is not an “ineligible issuer” (as defined in Rule 405 under the Managers, the Forward Purchasers and the Forward Sellers, and will not, when considered together with the General Disclosure Package, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light Securities Act) as of the circumstances eligibility determination date for purposes of Rules 164 and 433 under which they were made, not misleading; provided, however, that the Company makes no representation or warranty Securities Act with respect to any statements or omissions made in each such Permitted Free Writing Prospectus in reliance upon and in conformity with information relating to the Managers, offering of the Forward Purchasers or the Forward Sellers furnished to the Company in writing Shares contemplated by the Managers, the Forward Purchasers or the Forward Sellers expressly for use in any Permitted Free Writing ProspectusRegistration Statement.

Permitted Free Writing Prospectus. The Other than a Preliminary Prospectus, the Pricing Disclosure Package, the Prospectus or a Permitted Free Writing Prospectus, the Company (including its subsidiaries, agents and representatives, other than the Managers, the Forward Purchasers and the Forward Sellers, each Underwriters in their respective capacitiescapacity as such) have has not prepared, made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes a free writing prospectus an offer to sell or solicitation of an offer to buy the Shares other than any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134 under the Securities Act. No order preventing or suspending the use of any Permitted Free Writing Prospectus, which includes (i) the documents listed on Schedule I hereto as constituting part of the General Disclosure Package and (ii) any broadly available road show or other written communications, in each case approved in writing in advance Prospectus has been issued by the ManagersCommission, the Forward Purchasers and the Forward Sellers. Each such each Permitted Free Writing Prospectus complies or and will comply in all material respects with the Securities Act Act, was and the rules and regulations of the Commission thereunder, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and does not conflict with the information contained in the Registration Statement, the Pricing Prospectus or the Prospectus. The Company has not, directly or indirectly, prepared, used or referred to any Permitted Free Writing Prospectus except in compliance with Rules 164 and 433 under the Securities Act and, assuming that such Permitted Free Writing Prospectus is so sent or given after the Registration Statement was filed with the Commission (and after such Permitted Free Writing Prospectus was, if required pursuant to Rule 433(d) under the Act, filed with the Commission), the sending or giving, by any Underwriter, of any Permitted Free Writing Prospectus will satisfy the provisions of Rule 164 or Rule 433 (without reliance on subsections (b), (c) and (d) of Rule 164). Each Permitted Free Writing Prospectus, as supplemented by and taken together with the Pricing Prospectus as of the Applicable Time, and when taken together with the Registration Statement and the Prospectus accompanying, or delivered prior to delivery of, such Permitted Free Writing Prospectus, did not, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Shares or until any earlier date that the Company notified or notifies the Managerslast Closing Date, the Forward Purchasers and the Forward Sellers, did not and will not, when considered together with the General Disclosure Package, not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, provided that the Company makes no representation or and warranty with respect to any statements or omissions made in each such Permitted Free Writing Prospectus in reliance upon and in conformity with information relating to the Managers, the Forward Purchasers or the Forward Sellers any Underwriter furnished to the Company in writing by such Underwriter through the Managers, the Forward Purchasers or the Forward Sellers Representative expressly for use in any Permitted Free Writing Prospectus, it being understood and agreed that the only such information furnished by the Representative consists of the information described as such in Section 7.3 hereof.

Permitted Free Writing Prospectus. The Company Prior to the execution of this Agreement, the Partnership has not, directly or indirectly, offered or sold any of the Units by means of any “prospectus” (including its agents and representativeswithin the meaning of the Securities Act) or used any “prospectus” (within the meaning of the Securities Act) in connection with the offer or sale of the Units, in each case other than the ManagersBasic Prospectus. The Partnership represents and agrees that, unless it obtains the Forward Purchasers and prior consent of MLV (which consent will not be unreasonably withheld, conditioned or delayed) until the Forward Sellerstermination of this Agreement, each in their respective capacities) have it has not prepared, made, used, authorized, approved or referred to made and will not prepare, make, use, authorize, approve make any offer relating to the Units that would constitute an “issuer free writing prospectus” (as defined in Rule 433 under the Securities Act) or refer to any that would otherwise constitute a “written communicationfree writing prospectus” (as defined in Rule 405 under the Securities Act) that constitutes a other than any Permitted Free Writing Prospectus made pursuant to this Agreement or any Terms Agreement. Any such free writing prospectus other than relating to the Units consented to by the Partnership and MLV is hereinafter referred to as a “Permitted Free Writing Prospectus,” and for purposes of the representations and warranties set forth in this Section 3, “Permitted Free Writing Prospectus” shall mean such free writing prospectus as further supplemented or amended by any later Permitted Free Writing Prospectus, which includes (i) the documents listed on Schedule I hereto as constituting part of the General Disclosure Package Prospectus or Incorporated Document. The Partnership represents that it has complied and (ii) any broadly available road show or other written communications, in each case approved in writing in advance by the Managers, the Forward Purchasers and the Forward Sellers. Each such Permitted Free Writing Prospectus complies or will comply in all material respects with the Securities Act and the rules and regulations requirements of the Commission thereunder, has been or will be (within the time period specified in Rule 433) filed in accordance with 433 under the Securities Act (applicable to the extent required thereby) and, when taken together with the Registration Statement and the Prospectus accompanying, or delivered prior to delivery of, such any Permitted Free Writing Prospectus, did notincluding timely filing with the Commission where required, legending and record keeping. The conditions set forth in one or more of subclauses (i) through (iv), inclusive, of Rule 433(b)(1) under the Securities Act are satisfied, and the Registration Statement relating to the offering of the Units contemplated hereby, as initially filed with the Commission, includes a prospectus that, other than by reason of its issue date and at all subsequent times through Rule 433 or Rule 431 under the completion Securities Act, satisfies the requirements of Section 10 of the public Securities Act; the Partnership is not disqualified, by reason of Rule 164(f) or under the Securities Act, from using, in connection with the offer and sale of the Shares or until any earlier date that Units, “free writing prospectuses” (as defined in Rule 405 under the Company notified or notifies Securities Act) pursuant to Rules 164 and 433 under the Managers, Securities Act; the Forward Purchasers and Partnership is not an “ineligible issuer” (as defined in Rule 405 under the Forward Sellers, and will not, when considered together with the General Disclosure Package, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light Securities Act) as of the circumstances eligibility determination date for purposes of Rules 164 and 433 under which they were made, not misleading; provided, however, that the Company makes no representation or warranty Securities Act with respect to any statements or omissions made in each such Permitted Free Writing Prospectus in reliance upon and in conformity with information relating to the Managers, offering of the Forward Purchasers or the Forward Sellers furnished to the Company in writing Units contemplated by the Managers, the Forward Purchasers or the Forward Sellers expressly for use in any Permitted Free Writing ProspectusRegistration Statement.

Permitted Free Writing Prospectus. The Prior to the execution of this Agreement, the Company has not, directly or indirectly, offered or sold any of the Shares by means of any “prospectus” (including its agents and representativeswithin the meaning of the Securities Act) or used any “prospectus” (within the meaning of the Securities Act) in connection with the offer or sale of the Shares, in each case other than the ManagersBasic Prospectus. The Company represents and agrees that, unless it obtains the Forward Purchasers and prior consent of [Name of Agent] (which consent will not be unreasonably withheld, conditioned or delayed) until the Forward Sellerstermination of this Agreement, each in their respective capacities) have it has not prepared, made, used, authorized, approved or referred to made and will not prepare, make, use, authorize, approve make any offer relating to the Shares that would constitute an “issuer free writing prospectus” (as defined in Rule 433 under the Securities Act) or refer to any that would otherwise constitute a “written communicationfree writing prospectus” (as defined in Rule 405 under the Securities Act) that constitutes a other than any Permitted Free Writing Prospectus made pursuant to this Agreement or any Terms Agreement. Any such free writing prospectus other than relating to the Shares consented to by the Company and [Name of Agent] is hereinafter referred to as a “Permitted Free Writing Prospectus,” and for purposes of the representations and warranties set forth in this Section 3, “Permitted Free Writing Prospectus” shall mean such free writing prospectus as further supplemented or amended by any later Permitted Free Writing Prospectus, which includes (i) the documents listed on Schedule I hereto as constituting part of the General Disclosure Package Prospectus or Incorporated Document. The Company represents that it has complied and (ii) any broadly available road show or other written communications, in each case approved in writing in advance by the Managers, the Forward Purchasers and the Forward Sellers. Each such Permitted Free Writing Prospectus complies or will comply in all material respects with the Securities Act and the rules and regulations requirements of the Commission thereunder, has been or will be (within the time period specified in Rule 433) filed in accordance with 433 under the Securities Act (applicable to the extent required thereby) and, when taken together with the Registration Statement and the Prospectus accompanying, or delivered prior to delivery of, such any Permitted Free Writing Prospectus, did notincluding timely filing with the Commission where required, legending and record keeping. The conditions set forth in one or more of subclauses (i) through (iv), inclusive, of Rule 433(b)(1) under the Securities Act are satisfied, and the registration statement relating to the offering of the Shares contemplated hereby, as initially filed with the Commission, includes a prospectus that, other than by reason of its issue date and at all subsequent times through Rule 433 or Rule 431 under the completion Securities Act, satisfies the requirements of Section 10 of the public Securities Act; the Company is not disqualified, by reason of Rule 164(f) or (g) under the Securities Act, from using, in connection with the offer and sale of the Shares or until any earlier date that Shares, “free writing prospectuses” (as defined in Rule 405 under the Securities Act) pursuant to Rules 164 and 433 under the Securities Act; the Company notified or notifies is not an “ineligible issuer” (as defined in Rule 405 under the Managers, the Forward Purchasers and the Forward Sellers, and will not, when considered together with the General Disclosure Package, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light Securities Act) as of the circumstances eligibility determination date for purposes of Rules 164 and 433 under which they were made, not misleading; provided, however, that the Company makes no representation or warranty Securities Act with respect to any statements or omissions made in each such Permitted Free Writing Prospectus in reliance upon and in conformity with information relating to the Managers, offering of the Forward Purchasers or the Forward Sellers furnished to the Company in writing Shares contemplated by the Managers, the Forward Purchasers or the Forward Sellers expressly for use in any Permitted Free Writing ProspectusRegistration Statement.