Common use of Permitted Free Writing Prospectuses Clause in Contracts

Permitted Free Writing Prospectuses. Each of the Company and the Operating Partnership represents, warrants and agrees that, unless it obtains the prior consent of the Sales Agents, the Forward Sellers and the Forward Purchasers, and each Sales Agent and each Forward Seller, represents, warrants and agrees that, unless it obtains the prior consent of the Company, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Sales Agents or Forward Sellers and the Forward Purchasers, as applicable, or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit F hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. Each of the Company and the Operating Partnership representsrepresents and warrants that it has not made, warrants and each of the Company and the Operating Partnership agrees that, that unless it obtains the prior consent of the Sales Agents, the Forward Sellers Xxxxx Fargo Securities and the Forward Purchasers, and each Sales Agent and each Forward Seller, represents, warrants and Xxxxx Fargo Securities agrees that, that unless it obtains the prior consent written of the Company, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus“issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the CommissionCommission other than the Issuer Free Writing Prospectuses, if any, identified on Exhibit F hereto. Any such Each of the Issuer Free Writing Prospectuses, if any, identified on Exhibit F hereto and free writing prospectus prospectuses, if any, consented to by the Sales Agents or Forward Sellers Company and the Forward Purchasers, as applicable, or by the Company, as the case may be, Xxxxx Fargo Securities is hereinafter referred to herein as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit F hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. Each of the The Company and the Operating Partnership represents, warrants and agrees that, unless it obtains the prior consent of the Sales Agents, the Forward Purchasers and the Forward Sellers and the Agents, the Forward PurchasersPurchasers and the Forward Sellers represent, and each Sales Agent and each Forward Seller, represents, warrants warrant and agrees that, unless it obtains they obtain the prior consent of the Company, it has Company they have not made and will not make any offer relating to the Securities Placement Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Sales Agents or Agents, the Forward Sellers Purchasers and the Forward Purchasers, as applicable, Sellers or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit F C hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. Each of the Company and the Operating Partnership represents, warrants and agrees that, unless it obtains the prior consent of the Sales Agents, the Forward Sellers and the Forward PurchasersXxxxxxx Xxxxx, and each Sales Agent and each Forward Seller, Xxxxxxx Xxxxx represents, warrants and agrees that, unless it obtains the prior consent of the Company, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Sales Agents or Forward Sellers and the Forward Purchasers, as applicable, Xxxxxxx Xxxxx or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in on Exhibit F attached hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. Each of the Company The Partnership and the Operating Partnership each Selling Unitholder represents, warrants and agrees that, unless it obtains the prior consent of the Sales Agents, the Forward Sellers and the Forward PurchasersRepresentatives, and each Sales Agent Underwriter, severally and each Forward Sellernot jointly, represents, warrants and agrees that, unless it obtains the prior consent of the CompanyPartnership, each Selling Unitholder and the Representatives, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus“issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Sales Agents or Forward Sellers and the Forward Purchasers, as applicable, Representatives or by the CompanyPartnership, each Selling Unitholder and the Representatives, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company Partnership and each Selling Unitholder represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit F C hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. Each of the The Company and the Operating Partnership represents, warrants and agrees that, unless it obtains the prior consent of the Sales AgentsPlacement Agent, the Forward Sellers which consent shall not be unreasonably withheld, conditioned or delayed, and the Forward Purchasers, and each Sales Placement Agent and each Forward Seller, represents, warrants and agrees that, unless it obtains the prior consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405405 under the Securities Act, required to be filed with the Commission. Any such free writing prospectus consented to by the Sales Agents or Forward Sellers and the Forward Purchasers, as applicable, Placement Agent or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433433 under the Securities Act, and has complied and will comply with the requirements of Rule 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit F hereto hereto, as modified from time to time, are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. Each of the The Company and the Operating Partnership represents, warrants and agrees that, unless it obtains the prior consent of the Sales AgentsMLV, the Forward Sellers and the Forward Purchaserswhich consent shall not be unreasonably withheld, conditioned or delayed, and each Sales Agent and each Forward Seller, MLV represents, warrants and agrees that, unless it obtains the prior consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed, it has not made and will not make any offer relating to the Securities Placement Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Sales Agents or Forward Sellers and the Forward Purchasers, as applicable, MLV or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit F G hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. Each of the Company and the Operating Partnership representsrepresents and warrants that it has not made, warrants and each of the Company and the Operating Partnership agrees that, that unless it obtains the prior consent of the Sales Agents, the Forward Sellers Rxxxxxx Jxxxx and the Forward Purchasers, and each Sales Agent and each Forward Seller, represents, warrants and Rxxxxxx Jxxxx agrees that, that unless it obtains the prior consent written of the Company, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus“issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the CommissionCommission other than the Issuer Free Writing Prospectuses, if any, identified on Exhibit F hereto. Any such Each of the Issuer Free Writing Prospectuses, if any, identified on Exhibit F hereto and free writing prospectus prospectuses, if any, consented to by the Sales Agents or Forward Sellers Company and the Forward Purchasers, as applicable, or by the Company, as the case may be, Rxxxxxx Jxxxx is hereinafter referred to herein as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit F hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. Each of the The Company and the Operating Partnership represents, warrants and agrees thatthat it has not made and, unless it obtains the prior written consent of the Sales AgentsRepresentatives, the Forward Sellers and the Forward Purchasersit will not make, and each Sales Agent Underwriter, severally and each Forward Sellernot jointly, represents, warrants and agrees thatthat it has not made and, unless it obtains the prior written consent of the CompanyCompany and the Representatives, it has not made and will not make make, any offer relating to the Securities that constitutes or would constitute an Issuer Free Writing Prospectus, “issuer free writing prospectus” (as defined in Rule 433) or that otherwise constitutes or would otherwise constitute a “free writing prospectus,” (as defined in Rule 405) or portion thereof required to be filed with the Commission or, in the case of the Company, whether or not required to be filed with the Commission; provided that the prior written consent of the Company and the Representatives shall be deemed to have been given in respect of the Issuer General Use Free Writing Prospectuses, if any, listed on Exhibit E hereto and to any electronic roadshow in the form previously provided by the Company to and approved by the Representatives. Any such free writing prospectus consented to by the Sales Agents or Forward Sellers and the Forward Purchasers, deemed to have been consented to as applicable, or by the Company, as the case may be, aforesaid is hereinafter referred to herein as a “Permitted Free Writing Prospectus.” The Company represents represents, warrants and warrants agrees that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule Rules 164 and 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit F hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. Each of the The Company and the Operating Partnership represents, warrants and agrees that, unless it obtains the prior consent of the Sales Agents, the Forward Sellers and the Forward PurchasersXxxxx Fargo Securities, and each Sales Agent and each Forward Seller, Xxxxx Fargo Securities represents, warrants and agrees that, unless it obtains the prior consent of the Company, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Sales Agents or Forward Sellers and the Forward Purchasers, as applicable, Xxxxx Fargo Securities or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit F hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. Each of the The Company and the Operating Partnership represents, warrants and agrees that, unless it obtains the prior written consent of the Sales AgentsAgent, the Forward Sellers which consent shall not be unreasonably withheld, conditioned or delayed, and the Forward Purchasers, and each Sales Agent and each Forward Seller, represents, warrants and agrees that, unless it obtains the prior written consent of the Company, it has not made and will not make any offer relating to the Placement Securities that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Sales Agents or Forward Sellers and the Forward Purchasers, as applicable, Agent or by the Company, which consent shall not be unreasonably withheld, conditioned or delayed, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit F 21 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. Each of the Company and the Operating Partnership representsrepresents and warrants that it has not made, warrants and each of the Company and the Operating Partnership agrees that, that unless it obtains the prior consent of the Sales Agents, the Forward Sellers Bxxxx and the Forward Purchasers, and each Sales Agent and each Forward Seller, represents, warrants and Bxxxx agrees that, that unless it obtains the prior consent written of the Company, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus“issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the CommissionCommission other than the Issuer Free Writing Prospectuses, if any, identified on Exhibit F hereto. Any such Each of the Issuer Free Writing Prospectuses, if any, identified on Exhibit F hereto and free writing prospectus prospectuses, if any, consented to by the Sales Agents or Forward Sellers Company and the Forward Purchasers, as applicable, or by the Company, as the case may be, Baird is hereinafter referred to herein as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit F hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. Each of the Company and the Operating Partnership representsrepresents and warrants that it has not made, warrants and each of the Company and the Operating Partnership agrees that, that unless it obtains the prior consent of the Sales Agents, the Forward Sellers Jefferies and the Forward Purchasers, and each Sales Agent and each Forward Seller, represents, warrants and Jefferies agrees that, that unless it obtains the prior consent written of the Company, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus“issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the CommissionCommission other than the Issuer Free Writing Prospectuses, if any, identified on Exhibit F hereto. Any such Each of the Issuer Free Writing Prospectuses, if any, identified on Exhibit F hereto and free writing prospectus prospectuses, if any, consented to by the Sales Agents or Forward Sellers Company and the Forward Purchasers, as applicable, or by the Company, as the case may be, Jefferies is hereinafter referred to herein as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit F hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. Each of the The Company and the Operating Partnership represents, warrants and agrees that, unless it obtains the prior consent of the Sales Agentseach Agent, the Forward Sellers and the Forward Purchaserswhich consent shall not be unreasonably withheld, conditioned or delayed, and each Sales Agent and each Forward Seller, represents, warrants and agrees that, unless it obtains the prior consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed, it has not made and will not make any offer relating to the Securities Placement Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405405 under the Securities Act, required to be filed with the Commission. Any such free writing prospectus consented to by the Sales Agents or Forward Sellers and the Forward Purchasers, as applicable, or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit F 23 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. Each of the Company and the Operating Partnership representsrepresents and warrants that it has not made, warrants and each of the Company and the Operating Partnership agrees that, that unless it obtains the prior consent of the Sales Agents, the Forward Sellers B. Xxxxx and the Forward Purchasers, and each Sales Agent and each Forward Seller, represents, warrants and B. Xxxxx agrees that, that unless it obtains the prior consent written of the Company, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus“issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the CommissionCommission other than the Issuer Free Writing Prospectuses, if any, identified on Exhibit F hereto. Any such Each of the Issuer Free Writing Prospectuses, if any, identified on Exhibit F hereto and free writing prospectus prospectuses, if any, consented to by the Sales Agents or Forward Sellers Company and the Forward Purchasers, as applicable, or by the Company, as the case may be, B. Xxxxx is hereinafter referred to herein as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit F hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. Each of the Company and the Operating Partnership representsOP represents and warrants that it has not made, warrants and each of the Company and the OP agrees that, that unless it obtains the prior consent of the Sales Agents, the Forward Sellers JonesTrading and the Forward Purchasers, and each Sales Agent and each Forward Seller, represents, warrants and JonesTrading agrees that, that unless it obtains the prior consent written of the Company, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus“issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the CommissionCommission other than the Issuer Free Writing Prospectuses, if any, identified on Exhibit F hereto. Any such Each of the Issuer Free Writing Prospectuses, if any, identified on Exhibit F hereto and free writing prospectus prospectuses, if any, consented to by the Sales Agents or Forward Sellers Company and the Forward Purchasers, as applicable, or by the Company, as the case may be, JonesTrading is hereinafter referred to herein as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit F hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. Each of the Company and the Operating Partnership representsrepresents and warrants that it has not made, warrants and each of the Company and the Operating Partnership agrees that, that unless it obtains the prior consent of the Sales AgentsAgent, the Forward Sellers Seller and the Forward PurchasersPurchaser, and each of the Sales Agent Agent, the Forward Seller and each the Forward Seller, represents, warrants and Purchaser agrees that, that unless it obtains the prior consent written of the Company, it has not made and will not make any offer relating to the Securities Shares that would constitute an Issuer Free Writing Prospectus“issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the CommissionCommission other than the Issuer Free Writing Prospectuses, if any, identified on Exhibit F attached hereto. Any such Each of the Issuer Free Writing Prospectuses, if any, identified on Exhibit F attached hereto and each of the free writing prospectus prospectuses, if any, consented to by the 50 Company and the Sales Agents or Agent, the Forward Sellers Seller and the Forward Purchasers, as applicable, or by the Company, as the case may be, Purchaser is hereinafter referred to herein as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit F attached hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. Each of the Company Transaction Entities represents and warrants that it has not made, and each of the Operating Partnership represents, warrants and Transaction Entities agrees that, that unless it obtains the prior consent of the Sales Agents, the Forward Sellers BofA Xxxxxxx Xxxxx and the Forward Purchasers, and each Sales Agent and each Forward Seller, represents, warrants and BofA Xxxxxxx Xxxxx agrees that, that unless it obtains the prior consent written of the Company, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus“issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the CommissionCommission other than the Issuer Free Writing Prospectuses, if any, identified on Exhibit F hereto. Any such Each of the Issuer Free Writing Prospectuses, if any, identified on Exhibit F hereto and free writing prospectus prospectuses, if any, consented to by the Sales Agents or Forward Sellers Company and the Forward Purchasers, as applicable, or by the Company, as the case may be, BofA Xxxxxxx Xxxxx is hereinafter referred to herein as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit F hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. Each of the Company and the Operating Partnership representsrepresents and warrants that it has not made, warrants and each of the Company and the Operating Partnership agrees that, unless it obtains the prior consent of the Sales Agents, the Forward Sellers and the Forward Purchasers, and each Sales Agent of the Agents, the Forward Sellers and each the Forward Seller, represents, Purchasers represents and warrants and agrees that, unless it obtains the prior consent of the Company, it has not made and will not make any offer relating to the Securities Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Sales Agents any Agent or Forward Sellers and the Forward Purchasers, as applicable, Seller or by the Company, as the case may be, is hereinafter herein referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit F attached hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. Each of the Company and the Operating Partnership representsrepresents and warrants that it has not made, warrants and each of the Company and the Operating Partnership agrees that, that unless it obtains the prior consent of the Sales Agents, the Forward Sellers RBS and the Forward Purchasers, and each Sales Agent and each Forward Seller, represents, warrants and RBS agrees that, that unless it obtains the prior consent written of the Company, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus“issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the CommissionCommission other than the Issuer Free Writing Prospectuses, if any, identified on Exhibit F hereto. Any such Each of the Issuer Free Writing Prospectuses, if any, identified on Exhibit F hereto and free writing prospectus prospectuses, if any, consented to by the Sales Agents or Forward Sellers Company and the Forward Purchasers, as applicable, or by the Company, as the case may be, RBS is hereinafter referred to herein as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit F hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. Each of the Company Transaction Entities represents and warrants that it has not made, and each of the Operating Partnership represents, warrants and Transaction Entities agrees that, that unless it obtains the prior consent of the Sales Agents, the Forward Sellers SunTrust and the Forward Purchasers, and each Sales Agent and each Forward Seller, represents, warrants and SunTrust agrees that, that unless it obtains the prior consent written of the Company, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus“issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the CommissionCommission other than the Issuer Free Writing Prospectuses, if any, identified on Exhibit F hereto. Any such Each of the Issuer Free Writing Prospectuses, if any, identified on Exhibit F hereto and free writing prospectus prospectuses, if any, consented to by the Sales Agents or Forward Sellers Company and the Forward Purchasers, as applicable, or by the Company, as the case may be, SunTrust is hereinafter referred to herein as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit F hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. Each of the Company and the Operating Partnership representsrepresents and warrants that it has not made, warrants and each of the Company and the Operating Partnership agrees that, that unless it obtains the prior consent of the Sales Agents, the Forward Sellers Janney and the Forward Purchasers, and each Sales Agent and each Forward Seller, represents, warrants and Janney agrees that, that unless it obtains the prior consent written of the Company, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus“issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the CommissionCommission other than the Issuer Free Writing Prospectuses, if any, identified on Exhibit F hereto. Any such Each of the Issuer Free Writing Prospectuses, if any, identified on Exhibit F hereto and free writing prospectus prospectuses, if any, consented to by the Sales Agents or Forward Sellers Company and the Forward Purchasers, as applicable, or by the Company, as the case may be, Janney is hereinafter referred to herein as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit F hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. Each of the The Company and the Operating Partnership represents, warrants and agrees thatthat it has not made and, unless it obtains the prior written consent of the Sales Agents, the Forward Sellers and the Forward Purchasers, and each Sales Agent and each Forward Seller, represents, warrants and agrees that, unless it obtains the prior consent of the Company, it has not made and will not make make, any offer relating to the Placement Securities that constitutes or would constitute an Issuer Free Writing Prospectus, “issuer free writing prospectus” (as defined in Rule 433) or that otherwise constitutes or would otherwise constitute a “free writing prospectus,” (as defined in Rule 405, ) or portion thereof required to be filed with the CommissionCommission or required to be retained by the Company pursuant to Rule 433; provided that the prior written consent of the Agents shall be deemed to have been given in respect of the Issuer General Use Free Writing Prospectuses, if any, listed on Exhibit H hereto. Any such free writing prospectus consented to by the Sales Agents or Forward Sellers and the Forward Purchasers, deemed to have been consented to as applicable, or by the Company, as the case may be, aforesaid is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents represents, warrants and warrants agrees that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit F H hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. Each of the Company and the Operating Partnership each Selling Stockholder, severally and not jointly, represents, warrants and agrees that, unless it obtains the prior consent of the Sales AgentsRepresentatives; each Selling Stockholder represents, warrants and agrees that, unless it obtains the Forward Sellers prior consent of the Company and the Forward Purchasers, Representatives; and each Sales Agent Underwriter, severally and each Forward Sellernot jointly, represents, warrants and agrees that, unless it obtains the prior consent of the Company, he, she or it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus“issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Sales Agents or Forward Sellers and the Forward Purchasers, as applicable, Representatives or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit F G or Exhibit H hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. Each of the The Company and the Operating Partnership represents, warrants and agrees that, unless it obtains the prior consent of the Sales AgentsAgent, the Forward Sellers which consent shall not be unreasonably withheld, conditioned or delayed, and the Forward Purchasers, and each Sales Agent and each Forward Seller, represents, warrants and agrees that, unless it obtains the prior consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed, it has not made and will not make any offer relating to the Securities Placement Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405405 of the Securities Act, required to be filed with the Commission. Any such free writing prospectus consented to by the Sales Agents or Forward Sellers and the Forward Purchasers, as applicable, Agent or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit F 23 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. Each of the The Company and the Operating Partnership represents, warrants and agrees that, unless it obtains the prior consent of the Sales Agents, the Forward Sellers and the Forward PurchasersXxxxx Fargo Securities, and each Sales Agent and each Forward Seller, Xxxxx Fargo Securities represents, warrants and agrees that, unless it obtains the prior consent of the Company, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Sales Agents or Forward Sellers and the Forward Purchasers, as applicable, Xxxxx Fargo Securities or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 the Securities Act applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit F G hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. Each of the Company and the Operating Partnership representsrepresents and warrants that it has not made, warrants and each of the Company and the Operating Partnership agrees that, that unless it obtains the prior consent of the Sales Agents, the Forward Sellers RBC Capital Markets and the Forward Purchasers, and each Sales Agent and each Forward Seller, represents, warrants and RBC Capital Markets agrees that, that unless it obtains the prior consent written of the Company, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus“issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the CommissionCommission other than the Issuer Free Writing Prospectuses, if any, identified on Exhibit F hereto. Any such Each of the Issuer Free Writing Prospectuses, if any, identified on Exhibit F hereto and free writing prospectus prospectuses, if any, consented to by the Sales Agents or Forward Sellers Company and the Forward Purchasers, as applicable, or by the Company, as the case may be, RBC Capital Markets is hereinafter referred to herein as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit F hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. Each The Company represents, warrants and agrees that, unless it obtains the prior consent of the Company Xxxxxxx Xxxxxxx (such consent not to be unreasonably withheld, conditioned or delayed), and the Operating Partnership Xxxxxxx Xxxxxxx represents, warrants and agrees that, unless it obtains the prior consent of the Sales AgentsCompany (such consent not to be unreasonably withheld, the Forward Sellers and the Forward Purchasers, and each Sales Agent and each Forward Seller, represents, warrants and agrees that, unless it obtains the prior consent of the Companyconditioned or delayed), it has not made and will not make any offer relating to the Securities Placement Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Sales Agents or Forward Sellers and the Forward Purchasers, as applicable, Xxxxxxx Xxxxxxx or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit F 23 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. Each of the Company and the Operating Partnership representsrepresents and warrants that it has not made, warrants and each of the Company and the Operating Partnership agrees that, that unless it obtains the prior consent of the Sales AgentsAgent, the Forward Sellers Seller and the Forward PurchasersPurchaser, and each of the Sales Agent Agent, the Forward Seller and each the Forward Seller, represents, warrants and Purchaser agrees that, that unless it obtains the prior consent written of the Company, it has not made and will not make any offer relating to the Securities Shares that would constitute an Issuer Free Writing Prospectus“issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the CommissionCommission other than the Issuer Free Writing Prospectuses, if any, identified 50 on Exhibit F attached hereto. Any such Each of the Issuer Free Writing Prospectuses, if any, identified on Exhibit F attached hereto and each of the free writing prospectus prospectuses, if any, consented to by the Company and the Sales Agents or Agent, the Forward Sellers Seller and the Forward Purchasers, as applicable, or by the Company, as the case may be, Purchaser is hereinafter referred to herein as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit F attached hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. Each of the The Company and the Operating Partnership represents, warrants and agrees that, unless it obtains the prior consent of the Sales Agents, the Forward Sellers and the Forward PurchasersXxxxxxx Xxxxx, and each Sales Agent and each Forward Seller, Xxxxxxx Xxxxx represents, warrants and agrees that, unless it obtains the prior consent of the Company, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405405 under the Securities Act, required to be filed with the Commission. Any such free writing prospectus consented to by the Sales Agents or Forward Sellers and the Forward Purchasers, as applicable, Xxxxxxx Xxxxx or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433433 under the Securities Act, and has complied and will comply with the requirements of Rule 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit F hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. Each of the Company and the Operating Partnership representsrepresents and warrants that it has not made, warrants and each of the Company and the Operating Partnership agrees that, that unless it obtains the prior consent of the Sales Agents, the Forward Sellers Stifel and the Forward Purchasers, and each Sales Agent and each Forward Seller, represents, warrants and Stifel agrees that, that unless it obtains the prior consent written of the Company, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus“issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the CommissionCommission other than the Issuer Free Writing Prospectuses, if any, identified on Exhibit F hereto. Any such Each of the Issuer Free Writing Prospectuses, if any, identified on Exhibit F hereto and free writing prospectus prospectuses, if any, consented to by the Sales Agents or Forward Sellers Company and the Forward Purchasers, as applicable, or by the Company, as the case may be, Stifel is hereinafter referred to herein as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit F hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. Each of the Company and the Operating Partnership representsrepresents and warrants that it has not made, warrants and each of the Company and the Operating Partnership agrees that, that unless it obtains the prior consent of the Sales AgentsAgent, the Forward Sellers Seller and the Forward PurchasersPurchaser, and each of the Sales Agent Agent, the Forward Seller and each the Forward Seller, represents, warrants and Purchaser agrees that, that unless it obtains the prior consent written of the Company, it has not made and will not make any offer relating to the Securities Shares that would constitute an Issuer Free Writing Prospectus“issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the CommissionCommission other than the Issuer Free Writing Prospectuses, if any, identified on Exhibit F attached hereto. Any such Each of the Issuer Free Writing Prospectuses, if any, identified on Exhibit F attached hereto and each of the free writing prospectus prospectuses, if any, consented to by the Company and the Sales Agents or Agent, the Forward Sellers Seller and the Forward Purchasers, as applicable, or by the Company, as the case may be, Purchaser is hereinafter referred to herein as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and 49 or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit F attached hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. Each of the Company and the Operating Partnership representsrepresents and warrants that it has not made, warrants and each of the Company and the Operating Partnership agrees that, that unless it obtains the prior consent of the Sales Agents, the Forward Sellers and the Forward Purchasers, and each Sales Agent and each Forward Seller, represents, warrants and Sales Agent agrees that, that unless it obtains the prior consent written of the Company, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus“issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the CommissionCommission other than the Issuer Free Writing Prospectuses, if any, identified on Exhibit F attached hereto. Any such Each of the Issuer Free Writing Prospectuses, if any, identified on Exhibit F attached hereto and each of the free writing prospectus prospectuses, if any, consented to by the Company and the Sales Agents or Forward Sellers and the Forward Purchasers, as applicable, or by the Company, as the case may be, is hereinafter referred to herein as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit F attached hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. Each of the The Company and the Operating Partnership represents, warrants and agrees that, unless it obtains the prior consent of the Sales Agents, the Forward Sellers and the Forward PurchasersXxxxx Fargo Securities, and each Sales Agent and each Forward Seller, Xxxxx Fargo Securities represents, warrants and agrees that, unless it obtains the prior consent of the Company, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Sales Agents or Forward Sellers and the Forward Purchasers, as applicable, Xxxxx Fargo Securities or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 the Securities Act applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit F hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. Each The Company represents, warrants and agrees that, unless it obtains the prior consent of the Company X. Xxxxx FBR (such consent not to be unreasonably withheld, conditioned or delayed), and the Operating Partnership X. Xxxxx FBR represents, warrants and agrees that, unless it obtains the prior consent of the Sales AgentsCompany (such consent not to be unreasonably withheld, the Forward Sellers and the Forward Purchasers, and each Sales Agent and each Forward Seller, represents, warrants and agrees that, unless it obtains the prior consent of the Companyconditioned or delayed), it has not made and will not make any offer relating to the Securities Placement Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Sales Agents or Forward Sellers and the Forward Purchasers, as applicable, X. Xxxxx FBR or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit F 23 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. Each of the Company Transaction Entities represents and warrants that it has not made, and each of the Operating Partnership represents, warrants and Transaction Entities agrees that, that unless it obtains the prior consent of the Sales Agents, the Forward Sellers Xxxxx Fargo Securities and the Forward Purchasers, and each Sales Agent and each Forward Seller, represents, warrants and Xxxxx Fargo Securities agrees that, that unless it obtains the prior consent written of the Company, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus“issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the CommissionCommission other than the Issuer Free Writing Prospectuses, if any, identified on Exhibit F hereto. Any such Each of the Issuer Free Writing Prospectuses, if any, identified on Exhibit F hereto and free writing prospectus prospectuses, if any, consented to by the Sales Agents or Forward Sellers Company and the Forward Purchasers, as applicable, or by the Company, as the case may be, Xxxxx Fargo Securities is hereinafter referred to herein as a “Permitted Free Writing Prospectus.” The Company represents Exhibit 10.4 and warrants that it has treated and or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit F hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. Each of the The Company and the Operating Partnership represents, warrants and agrees that, unless it obtains the prior written consent of each of the Sales Agents, the Forward Sellers and the Forward Purchaserswhich consent shall not be unreasonably withheld, conditioned or delayed, and each Sales Agent and each Forward Seller, of the Agents represents, warrants and agrees that, unless it obtains the prior written consent of the CompanyCompany and the other Agent, which consent shall not be unreasonably withheld, conditioned or delayed, it has not made and will not make any offer relating to the Securities Placement Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Sales Agents or Forward Sellers and the Forward Purchasers, as applicable, or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit F 21 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. Each of the The Company and the Operating Partnership represents, warrants and agrees that, unless it obtains the prior consent of the Sales Agents, the Forward Sellers and the Forward Purchasers, and each Sales Agent of the Agents, the Forward Sellers and each the Forward Seller, Purchasers represents, warrants and agrees that, unless it obtains the prior consent of the Company, it has not made and will shall not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Sales Agents any Agent or Forward Sellers and the Forward Purchasers, as applicable, Seller or by the Company, as the case may be, is hereinafter herein referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will shall treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will shall comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit F G hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. Each of the The Company and the Operating Partnership represents, warrants and agrees that, unless it obtains the prior consent of each of the Sales Distribution Agents, the Forward Sellers and the Forward Purchaserswhich shall not be unreasonably withheld, conditioned or delayed, and each Sales Agent and each Forward Seller, of the Distribution Agents represents, warrants and agrees that, unless it obtains the prior consent of the Company, which shall not be unreasonably withheld, conditioned or delayed, it has not made and will not make any offer relating to the Securities Placement Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Sales Distribution Agents or Forward Sellers and the Forward Purchasers, as applicable, or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit F 23 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. Each of the The Company and the Operating Partnership represents, warrants and agrees thatthat it has not made and, unless it obtains the prior written consent of the Sales AgentsUnderwriters, the Forward Sellers and the Forward Purchasersit will not make, and each Sales Agent Underwriter, severally and each Forward Sellernot jointly, represents, warrants and agrees thatthat it has not made and, unless it obtains the prior written consent of the Company, it has not made and will not make make, any offer relating to the Securities that constitutes or would constitute an Issuer Free Writing Prospectus, “issuer free writing prospectus” (as defined in Rule 433) or that otherwise constitutes or would otherwise constitute a “free writing prospectus,” (as defined in Rule 405) or portion thereof required to be filed with the Commission or, in the case of the Company, whether or not required to be filed with the Commission; provided that the prior written consent of the Company and the Underwriters shall be deemed to have been given in respect of the Issuer General Use Free Writing Prospectuses, if any, listed on Exhibit H hereto and to any electronic roadshow in the form previously provided by the Company to and approved by the Underwriters. Any such free writing prospectus consented to by the Sales Agents or Forward Sellers and the Forward Purchasers, deemed to have been consented to as applicable, or by the Company, as the case may be, aforesaid is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents represents, warrants and warrants agrees that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule Rules 164 and 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit F hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. Each of the Company and the Operating Partnership representsrepresents and warrants that it has not made, warrants and each of the Company and the Operating Partnership agrees that, that unless it obtains the prior consent of the Sales Agents, the Forward Sellers Cantor and the Forward Purchasers, and each Sales Agent and each Forward Seller, represents, warrants and Cantor agrees that, that unless it obtains the prior consent written of the Company, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus“issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the CommissionCommission other than the Issuer Free Writing Prospectuses, if any, identified on Exhibit F hereto. Any such Each of the Issuer Free Writing Prospectuses, if any, identified on Exhibit F hereto and free writing prospectus prospectuses, if any, consented to by the Sales Agents or Forward Sellers Company and the Forward Purchasers, as applicable, or by the Company, as the case may be, Cantor is hereinafter referred to herein as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit F hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. Each of the The Company and the Operating Partnership represents, warrants and agrees that, unless it obtains the prior written consent of the Sales AgentsAgent, the Forward Sellers which consent shall not be unreasonably withheld, conditioned or delayed and the Forward Purchasers, and each Sales Agent and each Forward Seller, represents, warrants and agrees that, unless it obtains the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed it has not made and will not make any offer relating to the Securities Placement Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Sales Agents or Forward Sellers and the Forward Purchasers, as applicable, Agent or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit F 22 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. Each of the The Company and the Operating Partnership represents, warrants and agrees that, unless it obtains the prior written consent of the Sales AgentsAgent, the Forward Sellers which consent shall not be unreasonably withheld, conditioned or delayed, and the Forward Purchasers, and each Sales Agent and each Forward Seller, represents, warrants and agrees that, unless it obtains the prior written consent of the Company, it has not made and will not make any offer relating to the Securities Placement ADSs that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Sales Agents or Forward Sellers and the Forward Purchasers, as applicable, Agent or by the Company, which consent shall not be unreasonably withheld, conditioned or delayed, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit F 21 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. Each of the The Company and the Operating Partnership represents, warrants and agrees that, unless it obtains the prior consent of the Sales AgentsAgent, the Forward Sellers which consent shall not be unreasonably withheld, conditioned or delayed, and the Forward Purchasers, and each Sales Agent and each Forward Seller, represents, warrants and agrees that, unless it obtains the prior consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed, it has not made and will not make any offer relating to the Securities Placement Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405405 under the Securities Act, required to be filed with the Commission. Any such free writing prospectus consented to by the Sales Agents or Forward Sellers and the Forward Purchasers, as applicable, Agent or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433433 under the Securities Act, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit F 23 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. Each of the The Company and the Operating Partnership represents, warrants and agrees that, unless it obtains the prior consent of the Sales AgentsFBR, the Forward Sellers and the Forward Purchaserswhich consent shall not be unreasonably withheld, conditioned or delayed, and each Sales Agent and each Forward Seller, FBR represents, warrants and agrees that, unless it obtains the prior consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed, it has not made and will not make any offer relating to the Securities Placement Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Sales Agents or Forward Sellers and the Forward Purchasers, as applicable, FBR or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit F 23 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. Each The Company represents, warrants and agrees that, unless it obtains the prior consent of the Company Cxxxx-Xxxxxx (such consent not to be unreasonably withheld, conditioned or delayed), and the Operating Partnership Cxxxx-Xxxxxx represents, warrants and agrees that, unless it obtains the prior consent of the Sales AgentsCompany (such consent not to be unreasonably withheld, the Forward Sellers and the Forward Purchasers, and each Sales Agent and each Forward Seller, represents, warrants and agrees that, unless it obtains the prior consent of the Companyconditioned or delayed), it has not made and will not make any offer relating to the Securities Placement Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Sales Agents or Forward Sellers and the Forward Purchasers, as applicable, Cxxxx-Xxxxxx or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each any Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit F 23 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. Each of the The Company and the Operating Partnership represents, warrants and agrees thatthat it has not made and, unless it obtains the prior written consent of the Sales AgentsRepresentatives, the Forward Sellers and the Forward Purchasersit will not make, and each Sales Agent Underwriter, severally and each Forward Sellernot jointly, represents, warrants and agrees thatthat it has not made and, unless it obtains the prior written consent of the CompanyCompany and the Representatives, it has not made and will not make make, any offer relating to the Securities that constitutes or would constitute an Issuer Free Writing Prospectus, “issuer free writing prospectus” (as defined in Rule 433) or that otherwise constitutes or would otherwise constitute a “free writing prospectus,” (as defined in Rule 405) or portion thereof required to be filed with the Commission or, in the case of the Company, whether or not required to be filed with the Commission; provided that the prior written consent of the Company and the Representatives shall be deemed to have been given in respect of the Issuer General Use Free Writing Prospectuses, if any, listed on Exhibit E hereto and to any electronic roadshow in the form previously provided by the Company to and approved by the Representatives. Any such free writing prospectus consented to by the Sales Agents or Forward Sellers and the Forward Purchasers, deemed to have been consented to as applicable, or by the Company, as the case may be, aforesaid is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents represents, warrants and warrants agrees that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule Rules 164 and 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit F hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. Each of the Company and the Operating Partnership representsrepresents and warrants that it has not made, warrants and each of the Company and the Operating Partnership agrees that, that unless it obtains the prior consent of the Sales Agents, the Forward Sellers Jxxxxx and the Forward Purchasers, and each Sales Agent and each Forward Seller, represents, warrants and Jxxxxx agrees that, that unless it obtains the prior consent written of the Company, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus“issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the CommissionCommission other than the Issuer Free Writing Prospectuses, if any, identified on Exhibit F hereto. Any such Each of the Issuer Free Writing Prospectuses, if any, identified on Exhibit F hereto and free writing prospectus prospectuses, if any, consented to by the Sales Agents or Forward Sellers Company and the Forward Purchasers, as applicable, or by the Company, as the case may be, Janney is hereinafter referred to herein as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit F hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. Each of the Company and the Operating Partnership representsrepresents and warrants that it has not made, warrants and each of the Company and the Operating Partnership agrees that, that unless it obtains the prior consent of the Sales AgentsAgent, the Forward Sellers and the Forward Purchasers, and each Sales Agent and each Forward Seller, represents, warrants and agrees that, that unless it obtains the prior consent written of the Company, it has not made and will not make any offer relating to the Securities Shares that would constitute an Issuer Free Writing Prospectus“issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the CommissionCommission other than the Issuer Free Writing Prospectuses, if any, identified on Exhibit F attached hereto. Any such Each of the Issuer Free Writing Prospectuses, if any, identified on Exhibit F attached hereto and each of the free writing prospectus prospectuses, if any, consented to by the Sales Agents or Forward Sellers Company and the Forward Purchasers, as applicable, or by the Company, as the case may be, Sales Agent is hereinafter referred to herein as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit F attached hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. Each of the Company and the Operating Partnership representsrepresents and warrants that it has not made, warrants and each of the Company and the Operating Partnership agrees that, that unless it obtains the prior consent of the Sales Agents, the Forward Sellers Wxxxx Fargo Securities and the Forward Purchasers, and each Sales Agent and each Forward Seller, represents, warrants and Wxxxx Fargo Securities agrees that, that unless it obtains the prior consent written of the Company, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus“issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the CommissionCommission other than the Issuer Free Writing Prospectuses, if any, identified on Exhibit F hereto. Any such Each of the Issuer Free Writing Prospectuses, if any, identified on Exhibit F hereto and free writing prospectus prospectuses, if any, consented to by the Sales Agents or Forward Sellers Company and the Forward Purchasers, as applicable, or by the Company, as the case may be, Wxxxx Fargo Securities is hereinafter referred to herein as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit F hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. Each The Company represents, warrants and agrees that, unless it obtains the prior consent of the Company X. Xxxxx (such consent not to be unreasonably withheld, conditioned or delayed), and the Operating Partnership X. Xxxxx represents, warrants and agrees that, unless it obtains the prior consent of the Sales AgentsCompany (such consent not to be unreasonably withheld, the Forward Sellers and the Forward Purchasers, and each Sales Agent and each Forward Seller, represents, warrants and agrees that, unless it obtains the prior consent of the Companyconditioned or delayed), it has not made and will not make any offer relating to the Securities Placement Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Sales Agents or Forward Sellers and the Forward Purchasers, as applicable, X. Xxxxx or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit F 23 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. Each of the Company Transaction Entities represents and warrants that it has not made, and each of the Operating Partnership represents, warrants and Transaction Entities agrees that, that unless it obtains the prior consent of the Sales Agents, the Forward Sellers RBC Capital Markets and the Forward Purchasers, and each Sales Agent and each Forward Seller, represents, warrants and RBC Capital Markets agrees that, that unless it obtains the prior consent written of the Company, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus“issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the CommissionCommission other than the Issuer Free Writing Prospectuses, if any, identified on Exhibit F hereto. Any such Each of the Issuer Free Writing Prospectuses, if any, identified on Exhibit F hereto and free writing prospectus prospectuses, if any, consented to by the Sales Agents or Forward Sellers Company and the Forward Purchasers, as applicable, or by the Company, as the case may be, RBC Capital Markets is hereinafter referred to herein as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit F hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. Each of the Company and the Operating Partnership representsrepresents and warrants that it has not made, warrants and each of the Company and the Operating Partnership agrees that, that unless it obtains the prior consent of the Sales Agents, the Forward Sellers and the Forward Purchasers, and each Sales Agent and each Forward Seller, represents, warrants and Sales Agent agrees that, that unless it obtains the prior consent written of the Company, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus“issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the CommissionCommission other than the Issuer Free Writing Prospectuses, if any, identified on Exhibit F hereto. Any such Each of the Issuer Free Writing Prospectuses, if any, identified on Exhibit F hereto and each of the free writing prospectus prospectuses, if any, consented to by the Company and the Sales Agents or Forward Sellers and the Forward Purchasers, as applicable, or by the Company, as the case may be, is hereinafter referred to herein as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit F hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. Each of the Company and the Operating Partnership representsrepresents and warrants that it has not made, warrants and each of the Company and the Operating Partnership agrees that, that unless it obtains the prior consent of the Sales Agents, the Forward Sellers Agent and the Forward Purchasers, and each Sales Agent and each Forward Seller, represents, warrants and agrees that, that unless it obtains the prior consent written of the Company, it has not made and will not make any offer relating to the Securities Shares that would constitute an Issuer Free Writing Prospectus“issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the CommissionCommission other than the Issuer Free Writing Prospectuses, if any, identified on Exhibit F attached hereto. Any such Each of the Issuer Free Writing Prospectuses, if any, identified on Exhibit F attached hereto and each of the free writing prospectus prospectuses, if any, consented to by the Sales Agents or Forward Sellers Company and the Forward Purchasers, as applicable, or by the Company, as the case may be, Sales Agent is hereinafter referred to herein as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit F attached hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. Each of the The Company and the Operating Partnership represents, warrants and agrees that, unless it obtains the prior consent of the Sales AgentsDistribution Agent, the Forward Sellers and the Forward Purchaserswhich consent shall not be unreasonably withheld, conditioned or delayed, and each Sales Distribution Agent and each Forward Seller, represents, warrants and agrees that, unless it obtains the prior consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed, it has not made and will not make any offer relating to the Securities Placement Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Sales Agents or Forward Sellers and the Forward Purchasers, as applicable, Distribution Agent or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit F 23 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. Each of the The Company and the Operating Partnership represents, warrants and agrees that, unless it obtains the prior consent of the Sales AgentsX. Xxxxx, the Forward Sellers and the Forward Purchaserswhich consent shall not be unreasonably withheld, conditioned or delayed, and each Sales Agent and each Forward Seller, X. Xxxxx represents, warrants and agrees that, unless it obtains the prior consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed, it has not made and will not make any offer relating to the Securities Placement Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405405 under the Securities Act, required to be filed with the Commission. Any such free writing prospectus consented to by the Sales Agents or Forward Sellers and the Forward Purchasers, as applicable, X. Xxxxx or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433433 under the Securities Act, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit F 23 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. Each of the Company and the Operating Partnership representsrepresents and warrants that it has not made, warrants and each of the Company and the Operating Partnership agrees that, that unless it obtains the prior consent of the Sales AgentsAgent, the Forward Sellers Seller and the Forward PurchasersPurchaser, and each of the Sales Agent Agent, the Forward Seller and each the Forward Seller, represents, warrants and Purchaser agrees that, that unless it obtains the prior consent written of the Company, it has not made and will not make any offer relating to the Securities Shares that would constitute an Issuer Free Writing Prospectus“issuer free writing prospectus,” as defined in Rule 49 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the CommissionCommission other than the Issuer Free Writing Prospectuses, if any, identified on Exhibit F attached hereto. Any such Each of the Issuer Free Writing Prospectuses, if any, identified on Exhibit F attached hereto and each of the free writing prospectus prospectuses, if any, consented to by the Company and the Sales Agents or Agent, the Forward Sellers Seller and the Forward Purchasers, as applicable, or by the Company, as the case may be, Purchaser is hereinafter referred to herein as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit F attached hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. Each of the The Company and the Operating Partnership represents, warrants and agrees that, unless it obtains the prior consent of the Sales AgentsAgent, the Forward Sellers which consent shall not be unreasonably withheld, conditioned or delayed, and the Forward Purchasers, and each Sales Agent and each Forward Seller, represents, warrants and agrees that, unless it obtains the prior consent of the Company, which consent shall not be unreasonably withheld, conditioned, or delayed, it has not made and will not make any offer relating to the Securities Placement Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission. Any such free writing prospectus consented to by the Sales Agents or Forward Sellers and the Forward Purchasers, as applicable, Agent or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit F 23 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. Each of the Company and the Operating Partnership representsrepresents and warrants that it has not made, warrants and each of the Company and the Operating Partnership agrees that, that unless it obtains the prior consent of the Sales Agents, the Forward Sellers Xxxxx and the Forward Purchasers, and each Sales Agent and each Forward Seller, represents, warrants and Xxxxx agrees that, that unless it obtains the prior consent written of the Company, it has not made and will not make any offer relating to the Securities that would constitute an Issuer Free Writing Prospectus“issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the CommissionCommission other than the Issuer Free Writing Prospectuses, if any, identified on Exhibit F hereto. Any such Each of the Issuer Free Writing Prospectuses, if any, identified on Exhibit F hereto and free writing prospectus prospectuses, if any, consented to by the Sales Agents or Forward Sellers Company and the Forward Purchasers, as applicable, or by the Company, as the case may be, Baird is hereinafter referred to herein as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit F hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. Each of the Company and the Operating Partnership representsrepresents and warrants that it has not made, warrants and each of the Company and the Operating Partnership agrees that, that unless it obtains the prior consent of the Sales AgentsAgent, the Forward Sellers Seller and the Forward PurchasersPurchaser, and each of the Sales Agent Agent, the Forward Seller and each the Forward Seller, represents, warrants and 50 Purchaser agrees that, that unless it obtains the prior consent written of the Company, it has not made and will not make any offer relating to the Securities Shares that would constitute an Issuer Free Writing Prospectus“issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the CommissionCommission other than the Issuer Free Writing Prospectuses, if any, identified on Exhibit F attached hereto. Any such Each of the Issuer Free Writing Prospectuses, if any, identified on Exhibit F attached hereto and each of the free writing prospectus prospectuses, if any, consented to by the Company and the Sales Agents or Agent, the Forward Sellers Seller and the Forward Purchasers, as applicable, or by the Company, as the case may be, Purchaser is hereinafter referred to herein as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and or agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit F attached hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. Each of the The Company and the Operating Partnership represents, warrants and agrees that, unless it obtains the prior consent of the Sales AgentsAgents (which consent shall not be unreasonably withheld or delayed), the Forward Sellers and the Forward PurchasersAgents represent, warrant and each Sales Agent and each Forward Seller, represents, warrants and agrees agree that, unless it obtains the prior consent of the Company, in each case which shall not be unreasonably withheld, delayed or conditioned, it has not made and will not make any offer relating to the Securities Placement Shares that would constitute an Issuer Free Writing Prospectus, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405405 under the Securities Act, required to be filed with the Commission. Any such free writing prospectus consented to by the Sales Agents or Forward Sellers and the Forward Purchasers, as applicable, or by the Company, as the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents and warrants that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433433 under the Securities Act, and has complied and will comply with the requirements of Rule 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit F 23 hereto are Permitted Free Writing Prospectuses.