Common use of Permitted Free Writing Prospectuses Clause in Contracts

Permitted Free Writing Prospectuses. The Company agrees that, unless it obtains the prior written consent of the Representatives, and each Underwriter agrees that, unless it obtains the prior consent of the Company 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 or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 of the 1933 Act). Any such free writing prospectus consented to by the Company and the Representatives, which includes each Issuer Free Writing Prospectus listed on Schedule B hereto, is hereinafter referred to as a “Permitted Free Writing Prospectus”. The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (ii) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the 1933 Act Regulations applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. Notwithstanding the foregoing, the Company consents to the use by any Underwriter of a free writing prospectus that contains only (a)(i) information describing the preliminary terms of the Securities or their offering, (ii) information meeting the requirements of Rule 134 of the 1933 Act Regulations or (iii) information that describes the final terms of the Securities or their offering or (b) other customary information that is neither “issuer information,” as defined in Rule 433, nor otherwise an Issuer Free Writing Prospectus.

Permitted Free Writing Prospectuses. The Each of the Operating Partnership and the Company agrees that, unless it obtains the prior written consent of the Representatives, and each Underwriter agrees that, unless it obtains the prior consent of the Company Operating Partnership 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 or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 of the 1933 Act405). Any such free writing prospectus consented to by the Company Operating Partnership and the Representatives, which includes each Issuer Free Writing Prospectus listed on Schedule B hereto, is hereinafter referred to as a “Permitted Free Writing Prospectus”. The Each of the Operating Partnership and the Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (ii) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the 1933 Act Regulations applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. Notwithstanding the foregoing, the Operating Partnership and the Company consents consent to the use by any Underwriter of a free writing prospectus that contains only (a)(i) information describing the preliminary terms of the Securities or their offering, (ii) information meeting the requirements of Rule 134 of the 1933 Act Regulations or (iii) information that describes the final terms of the Securities or their offering or (b) other customary information that is neither “issuer information,” as defined in Rule 433, nor otherwise an Issuer Free Writing Prospectus.

Permitted Free Writing Prospectuses. The Company agrees that, unless it obtains has or shall have obtained the prior written consent of the Representatives, and each Underwriter Underwriter, severally and not jointly, agrees with the Company that, unless it obtains has or shall have obtained, as the case may be, the prior written consent of the Company and the RepresentativesCompany, it has not made and will not make any offer relating to the Securities Notes that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 405) required to be filed by the Company with the Commission or retained by the Company under Rule 433, other than a free writing prospectus containing the information contained in the final term sheet prepared and filed pursuant to Section 3(b) hereto; provided that the prior written consent of the 1933 Act)parties hereto shall be deemed to have been given in respect of the Free Writing Prospectuses included in Schedule C hereto and any electronic road show; and provided further that the Underwriters are authorized to use the information with respect to the final terms of the Notes in communications conveying customary information relating to the offering to investors. Any such free writing prospectus consented to by the Representatives or the Company and the Representatives, which includes each Issuer Free Writing Prospectus listed on Schedule B hereto, is hereinafter referred to as a “Permitted Free Writing Prospectus”. .” The Company agrees that (ix) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (iiy) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the 1933 Act Regulations applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. Notwithstanding the foregoing, the Company consents to the use by any Underwriter of a free writing prospectus that contains only (a)(i) information describing the preliminary terms of the Securities or their offering, (ii) information meeting the requirements of Rule 134 of the 1933 Act Regulations or (iii) information that describes the final terms of the Securities or their offering or (b) other customary information that is neither “issuer information,” as defined in Rule 433, nor otherwise an Issuer Free Writing Prospectus.

Permitted Free Writing Prospectuses. The Company represents, warrants and agrees that, unless it obtains the prior written consent of the Representatives, and each Underwriter Underwriter, severally and not jointly, represents and agrees that, unless it obtains the prior consent of the Company 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 of 405, required to be filed with the 1933 Act)Commission. Any such free writing prospectus consented to by the Representatives or by the Company and the Representatives, which includes each Issuer Free Writing Prospectus listed on Schedule B heretoas the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus”. .” The Company agrees represents and warrants that (i) it has treated and agrees that it will treat, as the case may be, treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus “issuer free writing prospectus,” as defined in Rule 433, and (ii) it has complied and will comply, as the case may be, comply with the requirements of Rules 164 and Rule 433 of the 1933 Act Regulations applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the CommissionCommission where required, legending and record keeping. For the purposes of clarity, nothing in this Section 16 shall restrict the Company from making any filings required under the 1934 Act or 1934 Act Regulations. Notwithstanding the foregoing, the Company consents to Underwriters may use a term sheet substantially in the use by any Underwriter form of a free writing prospectus that contains only (a)(i) information describing Exhibit F hereto without the preliminary terms consent of the Securities or their offering, (ii) information meeting the requirements of Rule 134 of the 1933 Act Regulations or (iii) information that describes the final terms of the Securities or their offering or (b) other customary information that is neither “issuer information,” as defined in Rule 433, nor otherwise an Issuer Free Writing ProspectusCompany.

Permitted Free Writing Prospectuses. The Company represents that it has not made, and agrees that, unless it obtains the prior written consent of the Representatives, and each Underwriter agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make make, any offer relating to the Securities Shares that constitutes or would constitute an Issuer Free Writing Prospectus issuer free writing prospectus (as defined in Rule 433(h) of the Securities Act) or that otherwise constitutes or would otherwise constitute a “free writing prospectus” (as defined in Rule 405 of the 1933 Securities Act)) or a portion thereof required to be filed by the Company with the Commission or retained by the Company under Rule 433 of the Securities Act; provided that the prior written consent of the Representatives hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included in Schedule C hereto. Any such free writing prospectus consented to by the Company and the Representatives, which includes each Issuer Free Writing Prospectus listed on Schedule B hereto, Representatives is hereinafter referred to as a “Permitted Free Writing Prospectus”. .” The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus issuer free writing prospectus (as defined in Rule 433(h) of the Securities Act), and (ii) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the 1933 Securities Act Regulations applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. Notwithstanding the foregoing, the Company consents to the use by any Underwriter of a free writing prospectus that contains only (a)(i) information describing the preliminary terms of the Securities or their offering, (ii) information meeting the requirements of Rule 134 of the 1933 Act Regulations or (iii) information that describes the final terms of the Securities or their offering or (b) other customary information that is neither “issuer information,” as defined in Rule 433, nor otherwise an Issuer Free Writing Prospectus.

Permitted Free Writing Prospectuses. The Company agrees that, unless it obtains the prior written consent of the RepresentativesUnderwriters, and each Underwriter agrees that, unless it obtains the prior consent of the Company and the RepresentativesUnderwriters, 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 of the 1933 Act). Any such free writing prospectus consented to by the Company and the RepresentativesUnderwriters, which includes each Issuer Free Writing Prospectus listed on Schedule B hereto, is hereinafter referred to as a “Permitted Free Writing Prospectus”. The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (ii) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the 1933 Act Regulations applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. Notwithstanding the foregoing, the Company consents to the use by any Underwriter of a free writing prospectus that contains only (a)(i) information describing the preliminary terms of the Securities or their offering, (ii) information meeting the requirements of Rule 134 of the 1933 Act Regulations or (iii) information that describes the final terms of the Securities or their offering or (b) other customary information that is neither “issuer information,” as defined in Rule 433, nor otherwise an Issuer Free Writing Prospectus.

Permitted Free Writing Prospectuses. (i) The Company represents and agrees that, unless it obtains the prior consent of the Purchasing Agent, and each Agent represents and agrees that, unless it obtains the prior written consent of the Representatives, and each Underwriter agrees that, unless it obtains the prior consent of the Company and the RepresentativesPurchasing Agent, it has not made and will not make any offer relating to the Securities Notes that would constitute an Issuer a Company Free Writing Prospectus or that would otherwise constitute a “free writing prospectus,” (as defined in Rule 405 of under the 1933 Act), required to be filed with the SEC or retained by the Company under Rule 433 under the 1933 Act, provided that the prior consent of the Purchasing Agent shall be deemed to have been given in respect of each Company Free Writing Prospectus containing the final terms of a series of Notes included in the applicable final term sheet. Any such free writing prospectus consented to by the Company and the Representatives, which includes each Issuer Free Writing Prospectus listed on Schedule B hereto, Purchasing Agent is hereinafter referred to as a “Permitted Free Writing Prospectus”. The .” Unless otherwise agreed by the Company agrees that and the Purchasing Agent, the Company (iA) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer a Company Free Writing Prospectus Prospectus, and (iiB) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of under the 1933 Act Regulations applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the CommissionSEC, where required, legending and record keeping. Notwithstanding the foregoing, the The Company consents to the use by any Underwriter Agent of a free writing prospectus that (1) is not an “issuer free writing prospectus” as defined in Rule 433 under the 1933 Act, and (2) contains only (a)(ix) information describing the preliminary terms of the Securities or their offering, (ii) information meeting the requirements of Rule 134 of the 1933 Act Regulations or (iii) information that describes the final terms of the Securities Notes or their offering or (by) other customary information that is neither “issuer information,” as defined in permitted by Rule 433, nor otherwise an Issuer Free Writing Prospectus134 under the 1933 Act. The prior sentence shall not limit any of the Company’s obligations under paragraph (e) above.

Permitted Free Writing Prospectuses. The Company agrees that, unless it obtains the prior written consent of the RepresentativesRepresentative, and each Underwriter agrees that, unless it obtains the prior consent of the Company and the RepresentativesRepresentative, 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 of the 1933 Act). Any such free writing prospectus consented to by the Company and the RepresentativesRepresentative, which includes each Issuer Free Writing Prospectus listed on Schedule B hereto, is hereinafter referred to as a “Permitted Free Writing Prospectus”. The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (ii) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the 1933 Act Regulations applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. Notwithstanding the foregoing, the Company consents to the use by any Underwriter of a free writing prospectus that contains only (a)(i) information describing the preliminary terms of the Securities or their offering, (ii) information meeting the requirements of Rule 134 of the 1933 Act Regulations or (iii) information that describes the final terms of the Securities or their offering or (b) other customary information that is neither “issuer information,” as defined in Rule 433, nor otherwise an Issuer Free Writing Prospectus.

Permitted Free Writing Prospectuses. The Company agrees that, unless it obtains the prior written consent of the Representatives, and each Underwriter agrees that, unless it obtains the prior consent of the Company 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 or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 of the 1933 Act); provided, however, that prior to the preparation of the Final Term Sheet in accordance with Section 3(b), the Underwriters are authorized to use the information with respect to the final terms of the Securities in communications conveying information relating to the offering to investors. Any such free writing prospectus consented to by the Company and the Representatives, which includes each the Final Term Sheet and any other Issuer Free Writing Prospectus listed on Schedule B hereto, is hereinafter referred to as a “Permitted Free Writing Prospectus”. The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (ii) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the 1933 Act Regulations applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. Notwithstanding the foregoing, the Company consents to the use by any Underwriter of a free writing prospectus that contains only (a)(i) information describing the preliminary terms of the Securities or their offering, (ii) information meeting the requirements of Rule 134 of the 1933 Act Regulations or (iii) information that describes the final terms of the Securities or their offering or (b) other customary information that is neither “issuer information,” as defined in Rule 433, nor otherwise an Issuer Free Writing Prospectus.

Permitted Free Writing Prospectuses. The Company represents that it has not made, and agrees that, unless it obtains the prior written consent of the Representatives, and each Underwriter agrees that, unless it obtains the prior consent of the Company and the RepresentativesRepresentative (which shall not be unreasonably withheld), it has not made and will not make 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 of the 1933 Securities Act)) required to be filed by the Company with the Commission or retained by the Company under Rule 433 of the Securities Act. Any such free writing prospectus consented to by the Company and the Representatives, which includes each Issuer Free Writing Prospectus listed on Schedule B hereto, Representative is hereinafter referred to as a “Permitted Free Writing Prospectus”. .” The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus Prospectus, and (ii) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the 1933 Securities Act Regulations applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. Notwithstanding Each Underwriter represents that it has not and will not use any written communication that constitutes an offer to sell or the foregoing, solicitation of an offer to buy the Company consents to the use by any Underwriter of Shares other than a free writing prospectus that (a) is not an “issuer free writing prospectus” as defined in Rule 433, and (b) contains only (a)(ii) information describing the preliminary terms of the Securities or their offering, (ii) information meeting the requirements of Rule 134 of the 1933 Act Regulations or (iii) information that describes the final terms of the Securities Shares or their offering or (bii) other customary information that is neither “issuer information,” as defined in permitted by Rule 433, nor otherwise an Issuer Free Writing Prospectus134 under the Securities Act.

Permitted Free Writing Prospectuses. The Company represents that it has not made, and agrees that, unless it obtains the prior written consent of the Representatives, and each Underwriter Underwriter, severally and not jointly, represents that it has not made, and agrees with the Company that, unless it obtains the prior written consent of the Company and the RepresentativesCompany, it has not made and will not make make, any offer relating to the Securities Senior Notes that would constitute an Issuer Free Writing Prospectus “issuer free writing prospectus” or that would otherwise constitute a “free writing prospectus” (as those terms are defined in Rule 405 405) required to be filed by the Company with the Commission or retained by the Company under Rule 433; provided that the prior written consent of the 1933 Act)Representatives shall be deemed to have been given in respect of the Issuer General Use Free Writing Prospectuses and the Issuer Limited Use Free Writing Prospectuses identified in Annex I hereto. Any such free writing prospectus consented to by the Company and the Representatives, which includes each Issuer Free Writing Prospectus listed on Schedule B hereto, Representatives is hereinafter referred to as a “Permitted Free Writing Prospectus”. .” The Company agrees that it has (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (ii) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the 1933 Securities Act Regulations applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. Notwithstanding the foregoing, the Company consents to the use by any Underwriter of a free writing prospectus that contains only (a)(i) information describing the preliminary terms of the Securities or their offering, (ii) information meeting the requirements of Rule 134 of the 1933 Act Regulations or (iii) information that describes the final terms of the Securities or their offering or (b) other customary information that is neither “issuer information,” as defined in Rule 433, nor otherwise an Issuer Free Writing Prospectus.

Permitted Free Writing Prospectuses. (i) The Company represents and agrees that, unless it obtains the prior consent of the Purchasing Agent, and each Agent represents and agrees that, unless it obtains the prior written consent of the Representatives, and each Underwriter agrees that, unless it obtains the prior consent of the Company and the RepresentativesPurchasing Agent, it has not made and will not make any offer relating to the Securities Notes that would constitute an Issuer a Company Free Writing Prospectus or that would otherwise constitute a “free writing prospectus,” (as defined in Rule 405 of under the 1933 Act), required to be filed with the SEC or retained by the Company under Rule 433 under the 1933 Act. Any such free writing prospectus consented to by the Company and the Representatives, which includes each Issuer Free Writing Prospectus listed on Schedule B hereto, Purchasing Agent is hereinafter referred to as a “Permitted Free Writing Prospectus”. The .” Unless otherwise agreed by the Company agrees that and the Purchasing Agent, the Company (iA) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer a Company Free Writing Prospectus Prospectus, and (iiB) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the 1933 Act Regulations applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the CommissionSEC, legending and record keeping. Notwithstanding the foregoing, the The Company consents to the use by any Underwriter Agent of a free writing prospectus that (1) is not an “issuer free writing prospectus” as defined in Rule 433, and (2) contains only (a)(ix) information describing the preliminary terms of the Securities Notes or their offering, offering or (iiy) information meeting the requirements of permitted by Rule 134 of the 1933 Act Regulations or (iii) information that describes the final terms Act. The prior sentence shall not limit any of the Securities or their offering or Company’s obligations under paragraph (be) other customary information that is neither “issuer information,” as defined in Rule 433, nor otherwise an Issuer Free Writing Prospectusabove.

Permitted Free Writing Prospectuses. The Company agrees that, unless it obtains the prior written consent of the RepresentativesUnderwriters, and each Underwriter agrees that, unless it obtains the prior consent of the Company and the RepresentativesCompany, 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 of the 1933 Act); provided, however, that prior to the preparation of the Final Term Sheet in accordance with Section 3(b), the Underwriters are authorized to use the information with respect to the final terms of the Securities in communications conveying information relating to the offering to investors. Any such free writing prospectus consented to by the Company and the RepresentativesUnderwriters, which includes each the Final Term Sheet and any other Issuer Free Writing Prospectus listed on Schedule B hereto, is hereinafter referred to as a “Permitted Free Writing Prospectus”. The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (ii) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the 1933 Act Regulations applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. Notwithstanding the foregoing, the Company consents to the use by any Underwriter of a free writing prospectus that contains only (a)(i) information describing the preliminary terms of the Securities or their offering, (ii) information meeting the requirements of Rule 134 of the 1933 Act Regulations or (iii) information that describes the final terms of the Securities or their offering or (b) other customary information that is neither “issuer information,” as defined in Rule 433, nor otherwise an Issuer Free Writing Prospectus.

Permitted Free Writing Prospectuses. The Company Each of the Partnership Parties, the Parent, and the Selling Unitholder, severally and not jointly, represents, warrants and agrees that, unless it obtains the prior written consent of the RepresentativesXxxxx Fargo, and each Underwriter Underwriter, severally and not jointly, represents and agrees that, unless it obtains the prior consent of the Company Partnership Parties and the Representatives, it has not made and will not make any offer relating to the Securities Units 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 405 405, required to be filed with the Commission or, in the case of the 1933 Act)Parent or the Selling Unitholder, whether or not required to be filed with the Commission. Any such free writing prospectus consented to by Xxxxx Fargo or by the Company Partnership Parties and Xxxxx Fargo, as the Representatives, which includes each Issuer Free Writing Prospectus listed on Schedule B heretocase may be, is hereinafter referred to as a “Permitted Free Writing Prospectus”. The Company agrees .” Each of the Partnership Parties, the Parent and the Selling Unitholder, severally and not jointly, represents and warrants that (i) it has treated and agrees that it will treat, as the case may be, treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus “issuer free writing prospectus,” as defined in Rule 433, and (ii) it has complied and will comply, as the case may be, comply with the requirements of Rules 164 and Rule 433 of the 1933 Act Regulations applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the CommissionCommission where required, legending and record keeping. Notwithstanding For the foregoingpurposes of clarity, nothing in this Section 16 shall restrict the Company consents to Partnership from making any filings required under the use by any Underwriter of a free writing prospectus that contains only (a)(i) information describing the preliminary terms of the Securities 1934 Act or their offering, (ii) information meeting the requirements of Rule 134 of the 1933 1934 Act Regulations or (iii) information that describes the final terms of the Securities or their offering or (b) other customary information that is neither “issuer information,” as defined in Rule 433, nor otherwise an Issuer Free Writing ProspectusRegulations.

Permitted Free Writing Prospectuses. (i) The Company represents and agrees that, unless it obtains the prior consent of the Purchasing Agent, and each Agent represents and agrees that, unless it obtains the prior written consent of the Representatives, and each Underwriter agrees that, unless it obtains the prior consent of the Company and the RepresentativesPurchasing Agent, it has not made and will not make any offer relating to the Securities Notes that would constitute an Issuer a Company Free Writing Prospectus or that would otherwise constitute a “free writing prospectus,” (as defined in Rule 405 of under the 1933 Act), required to be filed with the SEC or retained by the Company under Rule 433 under the 1933 Act, provided that the prior consent of the Purchasing Agent shall be deemed to have been given in respect of each Company Free Writing Prospectus containing the final terms of a series of Notes included in the applicable final term sheet. Any such free writing prospectus consented to by the Company and the Representatives, which includes each Issuer Free Writing Prospectus listed on Schedule B hereto, Purchasing Agent is hereinafter referred to as a “Permitted Free Writing Prospectus”. The .” Unless otherwise agreed by the Company agrees that and the Purchasing Agent, the Company (iA) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer a Company Free Writing Prospectus Prospectus, and (iiB) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of under the 1933 Act Regulations applicable to any Permitted Free Writing Prospectus, including in respect of the contents thereof, timely filing with the CommissionSEC, where required, legending and record keeping. Notwithstanding the foregoing, the The Company consents to the use by any Underwriter Agent of a free writing prospectus that (1) is not an “issuer free writing prospectus” as defined in Rule 433 under the 1933 Act, and (2) complies with the requirements of Rules 164 and 433 under the 1933 Act and contains only (a)(ix) information describing the preliminary terms of the Securities or their offering, (ii) information meeting the requirements of Rule 134 of the 1933 Act Regulations or (iii) information that describes the final terms of the Securities Notes or their offering or (by) other customary information that is neither “issuer information,” as defined in permitted by Rule 433, nor otherwise an Issuer Free Writing Prospectus134 under the 1933 Act. The prior sentence shall not limit any of the Company’s obligations under paragraph (f) above.

Permitted Free Writing Prospectuses. The Company represents that it has not made, and agrees that, unless it obtains the prior written consent of the RepresentativesRepresentative, and each Underwriter Underwriter, severally and not jointly, represents that it has not made, and agrees with the Company that, unless it obtains the prior written consent of the Company and the RepresentativesCompany, it has not made and will not make make, any offer relating to the Securities Notes that would constitute an Issuer Free Writing Prospectus “issuer free writing prospectus” or that would otherwise constitute a “free writing prospectus” (as those terms are defined in Rule 405 of the 1933 Securities Act)) required to be filed by the Company with the Commission or retained by the Company under Rule 433 of the Securities Act; provided that the prior written consent of the Representative shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included in Annex I hereto. Any such free writing prospectus consented to by the Company and the Representatives, which includes each Issuer Free Writing Prospectus listed on Schedule B hereto, Representative is hereinafter referred to as a “Permitted Free Writing Prospectus”. The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus Prospectus, and (ii) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the 1933 Securities Act Regulations applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. Notwithstanding the foregoing, the Company consents to the use by any Underwriter of a free writing prospectus that contains only (a)(i) information describing the preliminary terms of the Securities or their offering, (ii) information meeting the requirements of Rule 134 of the 1933 Act Regulations or (iii) information that describes the final terms of the Securities or their offering or (b) other customary information that is neither “issuer information,” as defined in Rule 433, nor otherwise an Issuer Free Writing Prospectus.

Permitted Free Writing Prospectuses. The Company agrees that, unless it obtains the prior written consent Each of the RepresentativesCompany and the Operating Partnership represents and warrants that it has not made, and each Underwriter of the Company and the Operating Partnership agrees that, that unless it obtains the prior consent of BofA Xxxxxxx Xxxxx and BofA Xxxxxxx Xxxxx agrees that unless it obtains the Company and prior written of the RepresentativesCompany, 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 405 405, required to be filed with the Commission other than the Issuer Free Writing Prospectuses, if any, identified on Exhibit F hereto. Each of the 1933 Act). Any such Issuer Free Writing Prospectuses, if any, identified on Exhibit F hereto and free writing prospectus prospectuses, if any, consented to by the Company and the Representatives, which includes each Issuer Free Writing Prospectus listed on Schedule B hereto, BofA Xxxxxxx Xxxxx is hereinafter referred to herein as a “Permitted Free Writing Prospectus”. .” The Company agrees represents and warrants that (i) it has treated and or agrees that it will treat, as the case may be, treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus “issuer free writing prospectus,” as defined in Rule 433, and (ii) it has complied and will comply, as the case may be, comply with the requirements of Rules 164 and Rule 433 of the 1933 Act Regulations applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the CommissionCommission where required, legending and record keeping. Notwithstanding For the foregoingpurposes of clarity, the Company consents to the use by any Underwriter of a parties hereto agree that all free writing prospectus that contains only (a)(i) information describing the preliminary terms of the Securities or their offeringprospectuses, (ii) information meeting the requirements of Rule 134 of the 1933 Act Regulations or (iii) information that describes the final terms of the Securities or their offering or (b) other customary information that is neither “issuer information,” as defined if any, listed in Rule 433, nor otherwise an Issuer Exhibit F hereto are Permitted Free Writing ProspectusProspectuses.

Permitted Free Writing Prospectuses. The Company Each of the Partnership Parties, severally and not jointly, represents, warrants and agrees that, unless it obtains the prior written consent of the RepresentativesXxxxx Fargo Securities, and each Underwriter Underwriter, severally and not jointly, represents and agrees that, unless it obtains the prior consent of the Company Partnership Parties and the Representatives, it has not made and will not make any offer relating to the Securities Units 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 of 405, required to be filed with the 1933 Act)Commission. Any such free writing prospectus consented to by Xxxxx Fargo Securities or by the Company Partnership Parties and Xxxxx Fargo Securities, as the Representatives, which includes each Issuer Free Writing Prospectus listed on Schedule B heretocase may be, is hereinafter referred to as a “Permitted Free Writing Prospectus”. The Company agrees .” Each of the Partnership Parties, severally and not jointly, represents and warrants that (i) it has treated and agrees that it will treat, as the case may be, treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus “issuer free writing prospectus,” as defined in Rule 433, and (ii) it has complied and will comply, as the case may be, comply with the requirements of Rules 164 and Rule 433 of the 1933 Act Regulations applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the CommissionCommission where required, legending and record keeping. Notwithstanding For the foregoingpurposes of clarity, nothing in this Section 16 shall restrict the Company consents to Partnership from making any filings required under the use by any Underwriter of a free writing prospectus that contains only (a)(i) information describing the preliminary terms of the Securities 1934 Act or their offering, (ii) information meeting the requirements of Rule 134 of the 1933 1934 Act Regulations or (iii) information that describes the final terms of the Securities or their offering or (b) other customary information that is neither “issuer information,” as defined in Rule 433, nor otherwise an Issuer Free Writing ProspectusRegulations.

Permitted Free Writing Prospectuses. The Company represents and agrees that, unless that it obtains the prior written consent of the Representatives, and each Underwriter agrees thathas not made and, unless it obtains the prior consent of the Company and the RepresentativesAgents (whose consent shall not be unreasonably withheld), it has shall not made and will not make 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 of the 1933 Act)Rules and Regulations, which is required to be retained by the Company under Rule 433 of the Rules and Regulations; provided that the prior written consent of the Agents hereto shall be deemed to have been given in respect of each of the free writing prospectuses set forth in Schedule 3 hereto. Any such free writing prospectus consented to by the Company and the Representatives, which includes each Issuer Free Writing Prospectus listed on Schedule B hereto, Agents is hereinafter herein referred to as a “Permitted Free Writing Prospectus”. .” The Company represents and agrees that (i) it has treated and will shall treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus a “free writing prospectus” as defined in Rule 405 of the Rules and Regulations and (ii) it has complied and will shall comply, as the case may be, with the requirements of Rules 164 and 433 of the 1933 Act Regulations applicable to any Permitted Free Writing Prospectus, including including, without limitation, in respect of timely filing with the Commission, legending and record keeping. Notwithstanding The Company agrees not to take any action that would result in the foregoing, Agents or the Company consents being required to file pursuant to Rule 433(d) under the use by any Underwriter of Act a free writing prospectus that contains only (a)(i) information describing the preliminary terms prepared by or on behalf of the Securities or their offering, (ii) information meeting Agents that the requirements of Rule 134 of the 1933 Act Regulations or (iii) information that describes the final terms of the Securities or their offering or (b) other customary information that is neither “issuer information,” as defined in Rule 433, nor Agents otherwise an Issuer Free Writing Prospectuswould not have been required to file thereunder.

Permitted Free Writing Prospectuses. The Company agrees that, unless it obtains the prior written consent of the RepresentativesUnderwriters, and each Underwriter agrees that, unless it obtains the prior consent of the Company and the RepresentativesCompany, 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 of the 1933 Act). Any such free writing prospectus consented to by the Company and the RepresentativesUnderwriters, which includes each Issuer Free Writing Prospectus listed on Schedule B hereto, is hereinafter referred to as a “Permitted Free Writing Prospectus”. The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (ii) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the 1933 Act Regulations applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. Notwithstanding the foregoing, the Company consents to the use by any Underwriter of a free writing prospectus that contains only (a)(i) information describing the preliminary terms of the Securities or their offering, (ii) information meeting the requirements of Rule 134 of the 1933 Act Regulations or (iii) information that describes the final terms of the Securities or their offering or (b) other customary information that is neither “issuer information,” as defined in Rule 433, nor otherwise an Issuer Free Writing Prospectus.

Permitted Free Writing Prospectuses. The Company represents that it has not made, and agrees that, unless it obtains the prior written consent of the Representatives, and each Underwriter Underwriter, severally and not jointly, represents that it has not made, and agrees with the Company that, unless it obtains the prior written consent of the Company and the RepresentativesCompany, it has not made and will not make make, any offer relating to the Securities Senior Notes that would constitute an Issuer Free Writing Prospectus “issuer free writing prospectus” or that would otherwise constitute a “free writing prospectus” (as those terms are defined in Rule 405 of the 1933 Securities Act)) required to be filed by the Company with the Commission or retained by the Company under Rule 433 of the Securities Act; provided that the prior written consent of the Representatives shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included in Annex I hereto. Any such free writing prospectus consented to by the Company and the Representatives, which includes each Issuer Free Writing Prospectus listed on Schedule B hereto, Representatives is hereinafter referred to as a “Permitted Free Writing Prospectus”. The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus Prospectus, and (ii) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the 1933 Securities Act Regulations applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. Notwithstanding the foregoing, the Company consents to the use by any Underwriter of a free writing prospectus that contains only (a)(iMP) information describing the preliminary terms of the Securities or their offering, (ii) information meeting the requirements of Rule 134 of the 1933 Act Regulations or (iii) information that describes the final terms of the Securities or their offering or (b) other customary information that is neither “issuer information,” as defined in Rule 433, nor otherwise an Issuer Free Writing Prospectus.21075/533/UA/ua.doc

Permitted Free Writing Prospectuses. The Company Each of the Partnership Parties, severally and not jointly, represents, warrants and agrees that, unless it obtains the prior written consent of the RepresentativesXxxxx Fargo Securities, and each Underwriter Underwriter, severally and not jointly, represents and agrees that, unless it obtains the prior consent of the Company Partnership Parties and the RepresentativesRepresentative, it has not made and will not make any offer relating to the Securities Units 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 of 405, required to be filed with the 1933 Act)Commission. Any such free writing prospectus consented to by Xxxxx Fargo Securities or by the Company Partnership Parties and Xxxxx Fargo Securities, as the Representatives, which includes each Issuer Free Writing Prospectus listed on Schedule B heretocase may be, is hereinafter referred to as a “Permitted Free Writing Prospectus”. The Company agrees .” Each of the Partnership Parties, severally and not jointly, represents and warrants that (i) it has treated and agrees that it will treat, as the case may be, treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus “issuer free writing prospectus,” as defined in Rule 433, and (ii) it has complied and will comply, as the case may be, comply with the requirements of Rules 164 and Rule 433 of the 1933 Act Regulations applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the CommissionCommission where required, legending and record keeping. Notwithstanding For the foregoingpurposes of clarity, nothing in this Section 16 shall restrict the Company consents to Partnership from making any filings required under the use by any Underwriter of a free writing prospectus that contains only (a)(i) information describing the preliminary terms of the Securities 1934 Act or their offering, (ii) information meeting the requirements of Rule 134 of the 1933 1934 Act Regulations or (iii) information that describes the final terms of the Securities or their offering or (b) other customary information that is neither “issuer information,” as defined in Rule 433, nor otherwise an Issuer Free Writing ProspectusRegulations.

Permitted Free Writing Prospectuses. The Company agrees that, unless it obtains the prior written consent of the Representatives, and each Underwriter agrees that, unless it obtains the prior consent of the Company 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 or that would otherwise constitute a “"free writing prospectus” " (as defined in Rule 405 of the 1933 Act). Any such free writing prospectus consented to by the Company and the Representatives, which includes each Issuer Free Writing Prospectus listed on Schedule B hereto, is hereinafter referred to as a “"Permitted Free Writing Prospectus”". The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (ii) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the 1933 Act Regulations applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. Notwithstanding the foregoing, the Company consents to the use by any Underwriter of a free writing prospectus that contains only (a)(i) information describing the preliminary terms of the Securities or their offering, (ii) information meeting the requirements of Rule 134 of the 1933 Act Regulations or (iii) information that describes the final terms of the Securities or their offering or (b) other customary information that is neither “"issuer information,” " as defined in Rule 433, nor otherwise an Issuer Free Writing Prospectus.

Permitted Free Writing Prospectuses. The Company agrees that, unless it obtains the prior written consent of the RepresentativesUnderwriter, and each the Underwriter agrees that, unless it obtains the prior consent of the Company and the RepresentativesCompany, 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 of the 1933 Act). Any such free writing prospectus consented to by the Company and the RepresentativesUnderwriter, which includes each Issuer Free Writing Prospectus listed on Schedule B A hereto, is hereinafter referred to as a “Permitted Free Writing Prospectus”. The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus and (ii) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the 1933 Act Regulations applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. Notwithstanding the foregoing, the Company consents to the use by any the Underwriter of a free writing prospectus that contains only (a)(i) information describing the preliminary terms of the Securities or their offering, (ii) information meeting the requirements of Rule 134 of the 1933 Act Regulations or (iii) information that describes the final terms of the Securities or their offering or (b) other customary information that is neither “issuer information,” as defined in Rule 433, nor otherwise an Issuer Free Writing Prospectus.

Permitted Free Writing Prospectuses. The Company Each of the Partnership Parties, severally and not jointly, represents, warrants and agrees that, unless it obtains the prior written consent of the RepresentativesXxxxxxx Xxxxx, and each Underwriter Underwriter, severally and not jointly, represents and agrees that, unless it obtains the prior consent of the Company Partnership Parties and the Representatives, it has not made and will not make any offer relating to the Securities Units 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 of 405, required to be filed with the 1933 Act)Commission. Any such free writing prospectus consented to by Xxxxxxx Xxxxx or by the Company Partnership Parties and Xxxxxxx Xxxxx, as the Representatives, which includes each Issuer Free Writing Prospectus listed on Schedule B heretocase may be, is hereinafter referred to as a “Permitted Free Writing Prospectus”. The Company agrees .” Each of the Partnership Parties, severally and not jointly, represents and warrants that (i) it has treated and agrees that it will treat, as the case may be, treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus “issuer free writing prospectus,” as defined in Rule 433, and (ii) it has complied and will comply, as the case may be, comply with the requirements of Rules 164 and Rule 433 of the 1933 Act Regulations applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the CommissionCommission where required, legending and record keeping. Notwithstanding For the foregoingpurposes of clarity, nothing in this Section 16 shall restrict the Company consents to Partnership from making any filings required under the use by any Underwriter of a free writing prospectus that contains only (a)(i) information describing the preliminary terms of the Securities 1934 Act or their offering, (ii) information meeting the requirements of Rule 134 of the 1933 1934 Act Regulations or (iii) information that describes the final terms of the Securities or their offering or (b) other customary information that is neither “issuer information,” as defined in Rule 433, nor otherwise an Issuer Free Writing ProspectusRegulations.

Permitted Free Writing Prospectuses. The Company represents that it has not made, and agrees that, unless it obtains the prior written consent of the Representatives, and each Underwriter Underwriter, severally and not jointly, represents that it has not made, and agrees with the Company that, unless it obtains the prior written consent of the Company and the RepresentativesCompany, it has not made and will not make make, any offer relating to the Securities Senior Notes that would constitute an Issuer Free Writing Prospectus “issuer free writing prospectus” or that would otherwise constitute a “free writing prospectus” (as those terms are defined in Rule 405 of the 1933 Securities Act)) required to be filed by the Company with the Commission or retained by the Company under Rule 433 of the Securities Act; provided that the prior written consent of the Representatives shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included in Annex I hereto. Any such free writing prospectus consented to by the Company and the Representatives, which includes each Issuer Free Writing Prospectus listed on Schedule B hereto, Representatives is hereinafter referred to as a “Permitted Free Writing Prospectus”. The Company agrees that (i) it has treated and will treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus Prospectus, and (ii) it has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the 1933 Securities Act Regulations applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping. Notwithstanding the foregoing, the Company consents to the use by any Underwriter of a free writing prospectus that contains only (a)(i) information describing the preliminary terms of the Securities or their offering, (ii) information meeting the requirements of Rule 134 of the 1933 Act Regulations or (iii) information that describes the final terms of the Securities or their offering or (b) other customary information that is neither “issuer information,” as defined in Rule 433, nor otherwise an Issuer Free Writing Prospectus.

Permitted Free Writing Prospectuses. The Company Each of the Partnership Parties, the Parent, and the Selling Unitholder, severally and not jointly, represents, warrants and agrees that, unless it obtains the prior written consent of the RepresentativesXxxxx Fargo, and each Underwriter Underwriter, severally and not jointly, represents and agrees that, unless it obtains the prior consent of the Company Partnership Parties and the Representatives, it has not made and will not make any offer relating to the Securities Units 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 405 405, required to be filed with the Commission or, in the case of the 1933 Act)Parent or the Selling Unitholder, whether or not required to be filed with the Commission. Any such free writing prospectus consented to by Xxxxx Fargo or by the Company Partnership Parties and Xxxxx Fargo, as the Representatives, which includes each Issuer Free Writing Prospectus listed on Schedule B heretocase may be, is hereinafter referred to as a “Permitted Free Writing Prospectus”. The Company agrees .” Each of the Partnership Parties, the Parent and the Selling Unitholder, severally and not jointly, represents and warrants that (i) it has treated and agrees that it will treat, as the case may be, treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus “issuer free writing prospectus,” as defined in Rule 433, and (ii) it has complied and will comply, as the case may be, comply with the requirements of Rules 164 and Rule 433 of the 1933 Act Regulations applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the CommissionCommission where required, legending and record keeping. Notwithstanding For the foregoingpurposes of clarity, nothing in this Section 17 shall restrict the Company consents to Partnership from making any filings required under the use by any Underwriter of a free writing prospectus that contains only (a)(i) information describing the preliminary terms of the Securities 1934 Act or their offering, (ii) information meeting the requirements of Rule 134 of the 1933 1934 Act Regulations or (iii) information that describes the final terms of the Securities or their offering or (b) other customary information that is neither “issuer information,” as defined in Rule 433, nor otherwise an Issuer Free Writing ProspectusRegulations.