Common use of Issuer Free Writing Prospectuses Clause in Contracts

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date did not and, unless superseded by a subsequent Issuer Free Writing Prospectus, as of the date of this Agreement, does not include any information that conflicted or conflicts with the information contained in the Registration Statement. If at any time following the date of this Agreement, there occurs an event or development as a result of which such Issuer Free Writing Prospectus would conflict with the information contained in the Registration Statement, the Company and the Operating Partnership will promptly notify the Representatives and will promptly amend or supplement, at their own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The first two sentences of this paragraph do not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance upon and in conformity with written information furnished to the Company and the Operating Partnership by any Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) hereof. The information in Schedule C hereto has been included in an Issuer Free Writing Prospectus identified in Schedule B hereto.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date did not and, unless superseded by a and at all subsequent Issuer Free Writing Prospectus, as times through the completion of the offering of Notes under this Agreement or until any earlier date of this Agreementthat the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted conflicted, conflicts or conflicts will conflict with the information contained or incorporated by reference in the Registration Statement, the Preliminary Prospectus or the Prospectus. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained or incorporated by reference in the Registration Statement, the Preliminary Prospectus or the Prospectus the Company and the Operating Partnership has promptly notified or will promptly notify the Representatives and has promptly amended or supplemented or will promptly amend or supplement, at their its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The first foregoing two sentences of this paragraph do not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance based upon and in conformity with written information furnished to the Company and the Operating Partnership by any Underwriter through the Representatives expressly specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) 8 hereof. The information in Schedule C hereto has been included in an Issuer Free Writing Prospectus identified in Schedule B hereto.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date did not and, unless superseded by a and at all subsequent Issuer Free Writing Prospectus, as times through the completion of the offering of Securities under this Agreement or until any earlier date of this Agreementthat the Issuer notified or notifies the Underwriters as described in the next sentence, did not, does not and will not include any information that conflicted conflicted, conflicts or conflicts will conflict with the information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Company and Preliminary Prospectus or the Operating Partnership Prospectus, the Issuer has promptly notified or will promptly notify the Representatives Underwriters and has promptly amended or supplemented or will promptly amend or supplement, at their its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The first foregoing two sentences of this paragraph do not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance based upon and in conformity with written information furnished to the Company and the Operating Partnership Issuer by any Underwriter through the Representatives expressly specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) 12 hereof. The information in Schedule C hereto has been included in an Issuer Free Writing Prospectus identified in Schedule B hereto.

Issuer Free Writing Prospectuses. Each No Issuer Free Writing Prospectus, Prospectus as of its issue date did not and, unless superseded by a and at all subsequent Issuer Free Writing Prospectus, times through the Closing Time or until any earlier date that the Company notified or notifies the Representatives as of described in the date of this Agreement, does not include any information that conflicted next sentence conflicts or conflicts will conflict with the information contained in the Registration Statement, any preliminary prospectus or the Prospectus, including any document incorporated by reference therein, that has not been superseded or modified. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the General Disclosure Package or the Prospectus, the Company and the Operating Partnership has promptly notified or will promptly notify the Representatives and has promptly amended or supplemented or will promptly amend or supplement, at their its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The first foregoing two sentences of this paragraph do not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance based upon and in conformity with written information furnished to the Company and the Operating Partnership by any Underwriter through the Representatives expressly specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) hereof. The information in Schedule C hereto has been included in an Issuer Free Writing Prospectus identified in Schedule B heretoUnderwriter Information.

Issuer Free Writing Prospectuses. Each No Issuer Free Writing Prospectus, as of its issue date did not and, unless superseded by a and at all subsequent Issuer Free Writing Prospectus, as times through the completion of the offering of the Securities or until any earlier date of this Agreementthat the Company notified or notifies the Representatives as described in the next sentence, did, does not or will include any information that conflicted conflicted, conflicts or conflicts will conflict with the information contained in the Registration Statement, including any document incorporated by reference therein that has not been superseded or modified. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Company and the Operating Partnership has promptly notified or will promptly notify the Representatives and has promptly amended or supplemented or will promptly amend or supplement, at their its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The first foregoing two sentences of this paragraph do not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance based upon and in conformity with written information furnished to the Company and the Operating Partnership by any Underwriter through the Representatives expressly specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b6(b) hereof. The information in Schedule C hereto has been included in an Issuer Free Writing Prospectus identified in Schedule B hereto.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date did not and, unless superseded by a and at all subsequent Issuer Free Writing Prospectus, as times through the completion of the offering of Notes under this Agreement or until any earlier date of this Agreementthat the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted conflicted, conflicts or conflicts will conflict with the information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus, the Company and the Operating Partnership has promptly notified or will promptly notify the Representatives and has promptly amended or supplemented or will promptly amend or supplement, at their its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The first foregoing two sentences of this paragraph do not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance based upon and in conformity with written information furnished to the Company and the Operating Partnership by any Underwriter through the Representatives expressly specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) hereof. The information in Schedule C hereto has been included in an Issuer Free Writing Prospectus identified in Schedule B hereto.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date did not and, unless superseded by a and at all subsequent Issuer Free Writing Prospectus, as times through the completion of the offering of Notes under this Agreement or until any earlier date of this Agreementthat the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted conflicted, conflicts or conflicts will conflict with the information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus, the Company and the Operating Partnership has promptly notified or will promptly notify the Representatives and has promptly amended or supplemented or will promptly amend or supplement, at their its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The first foregoing two sentences of this paragraph do not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance based upon and in conformity with written information furnished to the Company and the Operating Partnership by or on behalf of any Underwriter through the Representatives expressly specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter through the Representatives consists of the information described as such in Section 8(b) hereof. The information in Schedule C hereto has been included in an Issuer Free Writing Prospectus identified in Schedule B hereto.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date did not and, unless superseded by a and at all subsequent Issuer Free Writing Prospectus, as times through the completion of the offering or until any earlier date of this Agreementthat the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted conflicted, conflicts or conflicts will conflict with the information contained in the Registration Statement, any preliminary prospectus or the Prospectus, including in each case, any document incorporated by reference therein that has not been superseded or modified. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, any preliminary prospectus or the Prospectus, the Company and the Operating Partnership has promptly notified or will promptly notify the Representatives and has promptly amended or supplemented or will promptly amend or supplement, at their its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The first foregoing two sentences of this paragraph do not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance based upon and in conformity with written information furnished to the Company and the Operating Partnership by or on behalf of any Underwriter through the Representatives expressly specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) 6 hereof. The information in Schedule C hereto has been included in an Issuer Free Writing Prospectus identified in Schedule B hereto.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date did not and, unless superseded by a and at all subsequent Issuer Free Writing Prospectus, as times through the completion of the offering of the Securities under this Agreement or until any earlier date of this Agreementthat the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted conflicted, conflicts or conflicts will conflict with the information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus, the Company and the Operating Partnership has promptly notified or will promptly notify the Representatives and has promptly amended or supplemented or will promptly amend or supplement, at their its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The first foregoing two sentences of this paragraph do not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance based upon and in conformity with written information furnished to the Company and the Operating Partnership by any Underwriter through the Representatives expressly specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) 8 hereof. The information in Schedule C hereto has been included in an Issuer Free Writing Prospectus identified in Schedule B hereto.

Issuer Free Writing Prospectuses. Each Neither any Issuer Free Writing ProspectusProspectus nor the Final Term Sheet (as defined below), as of its issue date did not and, unless superseded by a and at all subsequent Issuer Free Writing Prospectus, as times through the completion of the offering or until any earlier date of this Agreementthat the Company notified or notifies the Representatives as described in the next sentence, did, does not or will include any information that conflicted conflicted, conflicts or conflicts will conflict with the information contained in the Registration Statement, the Prospectus or any preliminary prospectus that has not been superseded or modified, including, in each case, any document incorporated by reference therein. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, any preliminary prospectus, or the Prospectus, the Company and the Operating Partnership has promptly notified or will promptly notify the Representatives and has promptly amended or supplemented or will promptly amend or supplement, at their its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The first foregoing two sentences of this paragraph do not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance based upon and in conformity with written information furnished to the Company and the Operating Partnership by any Underwriter through the Representatives expressly specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b7(b) hereof. The information in Schedule C hereto has been included in an Issuer Free Writing Prospectus identified in Schedule B hereto.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date did not and, unless superseded by a and at all subsequent Issuer Free Writing Prospectus, as times through the completion of the offering of Notes under this Agreement or until any earlier date of this Agreementthat the Company notified or notifies the Representatives as described in the immediately succeeding sentence, did not, does not and will not include any information that conflicted conflicted, conflicts or conflicts will conflict with the information contained in the Registration Statement, the Disclosure Package or the Prospectus, including any document incorporated or deemed to be incorporated by reference therein that has not been superseded or modified. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus, the Company and the Operating Partnership has promptly notified or will promptly notify the Representatives and has promptly amended or supplemented or will promptly amend or supplement, at their its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The first foregoing two sentences of this paragraph do not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance based upon and in conformity with written information furnished to the Company and the Operating Partnership by any Underwriter through the Representatives expressly specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) 8 hereof. The information in Schedule C hereto has been included in an Issuer Free Writing Prospectus identified in Schedule B hereto.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date did not and, unless superseded by a and at all subsequent Issuer Free Writing Prospectus, times through the Prospectus Delivery Period (as of the date of this Agreementdefined below), does not include any information that conflicted or conflicts with the information contained in the Registration Statement. The foregoing sentence does not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with the Underwriters’ Information. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration StatementStatement relating to the Shares or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the Company and the Operating Partnership has promptly notified or will promptly notify the Representatives and has promptly amended or will promptly amend or supplement, at their its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission. The first two sentences of this paragraph do This subsection (f) does not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance upon and in conformity with written information furnished to the Company and the Operating Partnership by any Underwriter through the Representatives expressly specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter through the Representatives consists of the information described as such in Section 8(b) hereof. The information in Schedule C hereto has been included in an Issuer Free Writing Prospectus identified in Schedule B heretoUnderwriters’ Information.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date did not and, unless superseded by a and at all subsequent Issuer Free Writing Prospectus, as times through the completion of the public offering and sale of Bonds or until any earlier date of this Agreementthat the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted conflicted, conflicts or conflicts will conflict with the information contained in the Registration Statement, any Preliminary Prospectus or the Prospectus. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, any Preliminary Prospectus or the Prospectus, the Company and the Operating Partnership has promptly notified or will promptly notify the Representatives and has promptly amended or supplemented or will promptly amend or supplement, at their its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The first foregoing two sentences of this paragraph do not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance based upon and in conformity with written information furnished to the Company and the Operating Partnership in writing by any Underwriter through the Representatives expressly specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b7(b) hereof. The information in Schedule C hereto has been included in an Issuer Free Writing Prospectus identified in Schedule B hereto.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date did not and, unless superseded by a and at all subsequent Issuer Free Writing Prospectus, as times through the completion of the offering of Notes under this Agreement or until any earlier date of this Agreementthat the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted conflicted, conflicts or conflicts will conflict with the information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus, the Company and the Operating Partnership has promptly notified or will promptly notify the Representatives and has promptly amended or supplemented or will promptly amend or supplement, at their its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The first foregoing two sentences of this paragraph do not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance based upon and in conformity with written information furnished to the Company and the Operating Partnership by any Underwriter through the Representatives expressly specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) hereof. The information in Schedule C hereto has been included in an Issuer Free Writing Prospectus identified in Schedule B hereto.

Issuer Free Writing Prospectuses. Each Issuer Free Writing ProspectusProspectus (as defined in Rule 433 of the Securities Act), as of its issue date did not and, unless superseded by a and at all subsequent Issuer Free Writing Prospectus, as times through the completion of the offering of Notes under this Agreement or until any earlier date of this Agreementthat the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted conflicted, conflicts or conflicts will conflict with the information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus, including any document incorporated by reference therein, that has not been superseded or modified. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Disclosure Package or the Prospectus, the Company and the Operating Partnership has promptly notified or will promptly notify the Representatives and has promptly amended or supplemented or will promptly amend or supplement, at their its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The first foregoing two sentences of this paragraph do not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance based upon and in conformity with written information furnished to the Company and the Operating Partnership by any Underwriter through the Representatives expressly specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) hereof. The information in Schedule C hereto has been included in an Issuer Free Writing Prospectus identified in Schedule B hereto.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date did not and, unless superseded by a and at all subsequent Issuer Free Writing Prospectus, as times through the completion of the offering of Notes under this Agreement or until any earlier date of this Agreementthat the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted conflicted, conflicts or conflicts will conflict with the information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus the Company and the Operating Partnership has promptly notified or will promptly notify the Representatives and has promptly amended or supplemented or will promptly amend or supplement, at their its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The first foregoing two sentences of this paragraph do not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance based upon and in conformity with written information furnished to the Company and the Operating Partnership by any Underwriter through the Representatives expressly specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) hereof. The information in Schedule C hereto has been included in an Issuer Free Writing Prospectus identified in Schedule B hereto.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date did not and, unless superseded by a and at all subsequent Issuer Free Writing Prospectus, as times through the completion of the offering of the Notes under this Agreement or until any earlier date of this Agreementthat the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted conflicted, conflicts or conflicts will conflict with the information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus, the Company and the Operating Partnership has promptly notified or will promptly notify the Representatives and has promptly amended or supplemented or will promptly amend or supplement, at their its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The first foregoing two sentences of this paragraph do not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance based upon and in conformity with written information furnished to the Company and the Operating Partnership by any Underwriter through the Representatives expressly specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) hereof. The information in Schedule C hereto has been included in an Issuer Free Writing Prospectus identified in Schedule B hereto.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date did not and, unless superseded by a and at all subsequent Issuer Free Writing Prospectus, as times through the completion of the public offering and sale of Senior Notes or until any earlier date of this Agreementthat the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted conflicted, conflicts or conflicts will conflict with the information contained in the Registration Statement, any Preliminary Prospectus or the Prospectus. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, any Preliminary Prospectus or the Prospectus, the Company and the Operating Partnership has promptly notified or will promptly notify the Representatives and has promptly amended or supplemented or will promptly amend or supplement, at their its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The first foregoing two sentences of this paragraph do not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance based upon and in conformity with written information furnished to the Company and the Operating Partnership by any Underwriter through the Representatives expressly specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b7(b) hereof. The information in Schedule C hereto has been included in an Issuer Free Writing Prospectus identified in Schedule B hereto.

Issuer Free Writing Prospectuses. Each Issuer Free Writing ProspectusProspectus and any electronic roadshow, as of its issue date did not and, unless superseded by a and at all subsequent Issuer Free Writing Prospectus, as times through the completion of the offering of Securities under this Agreement or until any earlier date of this Agreementthat the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted conflicted, conflicts or conflicts will conflict with the information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus or an electronic roadshow there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus or such electronic roadshow conflicted or would conflict with the information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus the Company and the Operating Partnership has promptly notified or will promptly notify the Representatives and has promptly amended or supplemented or will promptly amend or supplement, at their its own expense, such Issuer Free Writing Prospectus or such electronic roadshow to eliminate or correct such conflict. The first foregoing two sentences of this paragraph do not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance or any electronic roadshow based upon and in conformity with written information furnished to the Company and the Operating Partnership by any Underwriter through the Representatives expressly specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) hereof. The information in Schedule C hereto has been included in an Issuer Free Writing Prospectus identified in Schedule B hereto.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date did not and, unless superseded by a and at all subsequent Issuer Free Writing Prospectus, as times through the completion of the offering of Shares under this Agreement or until any earlier date of this Agreementthat the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted conflicted, conflicts or conflicts will conflict with the information contained in the Registration Statement, including any prospectus that is or becomes part of the Registration Statement. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Company and the Operating Partnership has promptly notified or will promptly notify the Representatives and has promptly amended or supplemented or will promptly amend or supplement, at their its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The first foregoing two sentences of this paragraph do not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance based upon and in conformity with written information furnished to the Company and the Operating Partnership by any Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) 8 hereof. The information in Schedule C hereto has been included in an Issuer Free Writing Prospectus identified in Schedule B hereto.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date did not and, unless superseded by a and at all subsequent Issuer Free Writing Prospectus, as times through the completion of the offering of the Securities under this Agreement or until any earlier date of this Agreementthat the Company notified or notifies the Managers as described in the next sentence, did not, does not and will not include any information that conflicted conflicted, conflicts or conflicts will conflict with the information contained in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus or the Prospectus. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus or the Prospectus the Company and the Operating Partnership has promptly notified or will promptly notify the Representatives Managers and has promptly amended or supplemented or will promptly amend or supplement, at their its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The first foregoing two sentences of this paragraph do not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance based upon and in conformity with written information furnished to the Company and the Operating Partnership by any Underwriter through the Representatives expressly Managers specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives Managers consists of the information described as such in Section 8(b) 8 hereof. The information in Schedule C hereto has been included in an Issuer Free Writing Prospectus identified in Schedule B hereto.

Issuer Free Writing Prospectuses. Each Any Issuer Free Writing Prospectus, as of its issue date did not and, unless superseded by a and at all subsequent Issuer Free Writing Prospectus, as times through the completion of the offering or until any earlier date of this Agreementthat the Issuer and the Guarantor notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted conflicted, conflicts or conflicts will conflict with the information contained in the Registration Statement, a preliminary prospectus or the Prospectus. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, a preliminary prospectus or the Company Prospectus, the Issuer and the Operating Partnership Guarantor have promptly notified or will promptly notify the Representatives and have promptly amended or supplemented or will promptly amend or supplement, at their own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The first foregoing two sentences of this paragraph do not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance based upon and in conformity with written information furnished to the Company Issuer and the Operating Partnership Guarantor by any Underwriter specifically through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b7(b) hereof. The information in Schedule C hereto has been included in an Issuer Free Writing Prospectus identified in Schedule B hereto.

Issuer Free Writing Prospectuses. Each Neither any Issuer Free Writing ProspectusProspectus nor the Final Term Sheet, as of its issue date did not and, unless superseded by a and at all subsequent Issuer Free Writing Prospectus, as times through the completion of the offering or until any earlier date of this Agreementthat the Company notified or notifies the Representatives as described in the next sentence, did, does not or will include any information that conflicted conflicted, conflicts or conflicts will conflict with the information contained in the Registration Statement, the Prospectus or any preliminary prospectus that has not been superseded or modified, including, in each case, any document incorporated by reference therein. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, any preliminary prospectus, or the Prospectus, the Company and the Operating Partnership has promptly notified or will promptly notify the Representatives and has promptly amended or supplemented or will promptly amend or supplement, at their its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The first foregoing two sentences of this paragraph do not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance based upon and in conformity with written information furnished to the Company and the Operating Partnership by any Underwriter through the Representatives expressly specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) 7 hereof. The information in Schedule C hereto has been included in an Issuer Free Writing Prospectus identified in Schedule B hereto.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date did not and, unless superseded by a and at all subsequent Issuer Free Writing Prospectus, as times through the completion of the public offering and sale of Mortgage Bonds or until any earlier date of this Agreementthat the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted conflicted, conflicts or conflicts will conflict with the information contained in the Registration Statement, any Preliminary Prospectus or the Prospectus. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, any Preliminary Prospectus or the Prospectus, the Company and the Operating Partnership has promptly notified or will promptly notify the Representatives and has promptly amended or supplemented or will promptly amend or supplement, at their its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The first foregoing two sentences of this paragraph do not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance based upon and in conformity with written information furnished to the Company and the Operating Partnership by any Underwriter through the Representatives expressly specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b7(b) hereof. The information in Schedule C hereto has been included in an Issuer Free Writing Prospectus identified in Schedule B hereto.

Issuer Free Writing Prospectuses. Each No Issuer Free Writing Prospectus, as of from and including its issue date did not and, unless superseded by a subsequent Issuer Free Writing Prospectus, as through the completion of the offering of the Securities or until any earlier date of this Agreementthat the Operating Partnership and the Company notified or notify the Underwriters as described in the next sentence, does not included, includes or will include any information that conflicted conflicted, conflicts or conflicts will conflict with the information contained in the Registration Statement, the Prospectus or the Disclosure Package, including any document incorporated therein by reference that has not been superseded or modified. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Company Operating Partnership and the Operating Partnership Company have promptly notified or will promptly notify the Representatives Underwriters and have promptly amended or supplemented or will promptly amend or supplement, at their own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The first foregoing two sentences of this paragraph do not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance upon and in conformity with written information furnished to the Company Operating Partnership and the Operating Partnership Company in writing by any Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) hereof. The information in Schedule C hereto has been included in an Issuer Free Writing Prospectus identified in Schedule B hereto.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date did not and, unless superseded by a subsequent Issuer Free Writing Prospectus, as of the date of this Agreement, Prospectus does not include any information that conflicted or conflicts with the information contained in the Registration Statement. If at , including any time following the date of this Agreement, there occurs an event document incorporated by reference therein and any information in a preliminary prospectus supplement deemed to be a part thereof that has not been superseded or development as a result of which such Issuer Free Writing Prospectus would conflict with the information contained in the Registration Statement, the Company and the Operating Partnership will promptly notify the Representatives and will promptly amend or supplement, at their own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflictmodified. The first two sentences of this paragraph do foregoing sentence does not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance based upon and in conformity with written information furnished to the Company and by the Operating Partnership by any Underwriter through the Representatives expressly specifically for use therein, it being understood and agreed that the only such information furnished by any the Underwriter through the Representatives consists of the information described as such in Section 8(b3(c) hereof. The information in Schedule C hereto has been included in If at any time following the issuance of an Issuer Free Writing Prospectus identified there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in Schedule B heretothe Registration Statement relating to the Securities or included or would include an untrue statement of material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the Company has promptly notified or will promptly notify the Underwriter and has promptly amended or will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date did not and, unless superseded by a and at all subsequent Issuer Free Writing Prospectus, as times through the completion of the public offering and sale of Securities or until any earlier date of this Agreementthat the Company notified or notifies the Representative as described in the next sentence, did not, does not and will not include any information that conflicted conflicted, conflicts or conflicts will conflict with the information contained in the Registration Statement, any Preliminary Prospectus or the Prospectus. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, any Preliminary Prospectus or the Prospectus, the Company and the Operating Partnership has promptly notified or will promptly notify the Representatives Representative and has promptly amended or supplemented or will promptly amend or supplement, at their its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The first foregoing two sentences of this paragraph do not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance based upon and in conformity with written information furnished to the Company and the Operating Partnership by any Underwriter through the Representatives expressly Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b7(b) hereof. The information in Schedule C hereto has been included in an Issuer Free Writing Prospectus identified in Schedule B hereto.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date did not and, unless superseded by a and at all subsequent Issuer Free Writing Prospectus, as times through the completion of the offering of Notes under this Agreement or until any earlier date of this Agreementthat the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted conflicted, conflicts or conflicts will conflict with the information contained or incorporated by reference in the Registration Statement, the Preliminary Prospectus or the Prospectus. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained or incorporated by reference in the Registration Statement, the Preliminary Prospectus or the Prospectus, the Company and the Operating Partnership has promptly notified or will promptly notify the Representatives and has promptly amended or supplemented or will promptly amend or supplement, at their its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The first foregoing two sentences of this paragraph do not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance based upon and in conformity with written information furnished to the Company and the Operating Partnership by any Underwriter through the Representatives expressly specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) 8 hereof. The information in Schedule C hereto has been included in an Issuer Free Writing Prospectus identified in Schedule B hereto.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date did not and, unless superseded by a and at all subsequent Issuer Free Writing Prospectus, as times through the completion of the offering of Shares under this Agreement or until any earlier date of this Agreementthat the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted conflicted, conflicts or conflicts will conflict with the information contained in the Registration Statement, including any prospectus that is or becomes part of the Registration Statement. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Company and the Operating Partnership has promptly notified or will promptly notify the Representatives and has promptly amended or supplemented or will promptly amend or supplement, at their its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The first foregoing two sentences of this paragraph do not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance based upon and in conformity with written information furnished to the Company and the Operating Partnership by any Underwriter through the Representatives expressly specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) 9 hereof. The information in Schedule C hereto has been included in an Issuer Free Writing Prospectus identified in Schedule B hereto.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date did not and, unless superseded by a and at all subsequent Issuer Free Writing Prospectus, as times through the completion of the offering of Securities under this Agreement or until any earlier date of this Agreementthat the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted conflicted, conflicts or conflicts will conflict with the information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus the Company and the Operating Partnership has promptly notified or will promptly notify the Representatives and has promptly amended or supplemented or will promptly amend or supplement, at their its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The first foregoing two sentences of this paragraph do not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance based upon and in conformity with written information furnished to the Company and the Operating Partnership by any Underwriter through the Representatives expressly specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) hereof. The information in Schedule C hereto has been included in an Issuer Free Writing Prospectus identified in Schedule B hereto.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date did not and, unless superseded by a and at all subsequent Issuer Free Writing Prospectus, as times through the completion of the offering of Notes and the Guarantees under this Agreement or until any earlier date of this Agreementthat the Company or the Guarantor notified or notifies the Underwriters as described in the next sentence, did not, does not and will not include any information that conflicted conflicted, conflicts or conflicts will conflict with the information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus the Company and or the Operating Partnership Guarantor has promptly notified or will promptly notify the Representatives Underwriters and has promptly amended or supplemented or will promptly amend or supplement, at their its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The first foregoing two sentences of this paragraph do not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance based upon and in conformity with written information furnished to the Company and the Operating Partnership Guarantor by any Underwriter through the Representatives expressly specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) 8 hereof. The information in Schedule C hereto has been included in an Issuer Free Writing Prospectus identified in Schedule B hereto.

Issuer Free Writing Prospectuses. Each issuer free writing prospectus, as defined in Rule 433 under the Securities Act (each, an “Issuer Free Writing Prospectus”), as of its issue date did not and, unless superseded by a and at all subsequent Issuer Free Writing Prospectus, as times through the completion of the offering of Notes under this Agreement or until any earlier date of this Agreementthat the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted conflicted, conflicts or conflicts will conflict with the information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus, the Company and the Operating Partnership has promptly notified or will promptly notify the Representatives and has promptly amended or supplemented or will promptly amend or supplement, at their its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The first foregoing two sentences of this paragraph do not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance based upon and in conformity with written information furnished to the Company and the Operating Partnership by any Underwriter through the Representatives expressly specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b6(b) hereof. The information in Schedule C hereto has been included in an Issuer Free Writing Prospectus identified in Schedule B hereto.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date did not and, unless superseded by a and at all subsequent Issuer Free Writing Prospectus, as times through the completion of the offering of Notes under this Agreement or until any earlier date of this Agreementthat the Companies notified or notify the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted conflicted, conflicts or conflicts will conflict with the information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Company and Preliminary Prospectus or the Operating Partnership Prospectus the Companies have promptly notified or will promptly notify the Representatives and have promptly amended or supplemented or will promptly amend or supplement, at their own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The first foregoing two sentences of this paragraph do not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance based upon and in conformity with written information furnished to the Company and the Operating Partnership Companies by any Underwriter through the Representatives expressly specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b8(f) hereof. The information in Schedule C hereto has been included in an Issuer Free Writing Prospectus identified in Schedule B hereto.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date did not and, unless superseded by a and at all subsequent Issuer Free Writing Prospectus, as times through the completion of the offering of Shares under this Agreement or until any earlier date of this Agreementthat the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted conflicted, conflicts or conflicts will conflict with the information contained in the Registration Statement, including any prospectus that is or becomes part of the Registration Statement. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Company and the Operating Partnership has promptly notified or will promptly notify the Representatives and has promptly amended or supplemented or will promptly amend or supplement, at their its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The first foregoing two sentences of this paragraph do not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance based upon and in conformity with written information furnished to the Company and the Operating Partnership by any Underwriter through the Representatives expressly specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) 8 hereof. The information in Schedule C hereto has been included in an Issuer Free Writing Prospectus identified in Schedule B hereto.

Issuer Free Writing Prospectuses. Each issuer free writing prospectus, as defined in Rule 433 under the Securities Act (each, an “Issuer Free Writing Prospectus”), as of its issue date did not and, unless superseded by a and at all subsequent Issuer Free Writing Prospectus, as times through the completion of the offering of Shares under this Agreement or until any earlier date of this Agreementthat the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted conflicted, conflicts or conflicts will conflict with the information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus, the Company and the Operating Partnership has promptly notified or will promptly notify the Representatives and has promptly amended or supplemented or will promptly amend or supplement, at their its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The first foregoing two sentences of this paragraph do not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance based upon and in conformity with written information furnished to the Company and the Operating Partnership by any Underwriter through the Representatives expressly specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b5(b) hereof. The information in Schedule C hereto has been included in an Issuer Free Writing Prospectus identified in Schedule B hereto.

Issuer Free Writing Prospectuses. Each issuer free writing prospectus, as defined in Rule 433 under the Securities Act (each, an “Issuer Free Writing Prospectus”), as of its issue date did not and, unless superseded by a and at all subsequent Issuer Free Writing Prospectus, as times through the completion of the offering of Shares under this Agreement or until any earlier date of this Agreementthat the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted conflicted, conflicts or conflicts will conflict with the information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus, the Company and the Operating Partnership has promptly notified or will promptly notify the Representatives and has promptly amended or supplemented or will promptly amend or supplement, at their its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The first foregoing two sentences of this paragraph do not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance based upon and in conformity with written information furnished to the Company and the Operating Partnership by any Underwriter through the Representatives expressly specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b7(c) hereof. The information in Schedule C hereto has been included in an Issuer Free Writing Prospectus identified in Schedule B hereto.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date did not and, unless superseded by a and at all subsequent Issuer Free Writing Prospectus, as times through the completion of the offering of Securities under this Agreement or until any earlier date of this Agreementthat the Parent Guarantor or the Issuer notified or notifies the Underwriter as described in the next sentence, did not, does not and will not include any information that conflicted conflicted, conflicts or conflicts will conflict with the information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Company and Preliminary Prospectus or the Operating Partnership Prospectus, the Parent Guarantor or the Issuer has promptly notified or will promptly notify the Representatives Underwriter and has promptly amended or supplemented or will promptly amend or supplement, at their its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The first foregoing two sentences of this paragraph do not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance based upon and in conformity with written information furnished to the Company and the Operating Partnership by any Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) hereof. The information in Schedule C hereto has been included in an Issuer Free Writing Prospectus identified in Schedule B heretoInformation.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date did not and, unless superseded by a and at all subsequent Issuer Free Writing Prospectus, as times through the completion of the offering of the Securities under this Agreement or until any earlier date of this Agreementthat the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted conflicted, conflicts or conflicts will conflict with the information contained in the Registration Statement, the Disclosure Package or the Prospectus. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Disclosure Package or the Prospectus the Company and the Operating Partnership Guarantors have promptly notified or will promptly notify the Representatives and have promptly amended or supplemented or will promptly amend or supplement, at their own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The first foregoing two sentences of this paragraph do not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance based upon and in conformity with written information furnished to Parent or the Company and the Operating Partnership by any Underwriter through the Representatives expressly specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) 8 hereof. The information in Schedule C hereto has been included in an Issuer Free Writing Prospectus identified in Schedule B hereto.

Issuer Free Writing Prospectuses. Each issuer free writing prospectus, as defined in Rule 433 under the Securities Act (each, an “Issuer Free Writing Prospectus”), as of its issue date did not and, unless superseded by a and at all subsequent Issuer Free Writing Prospectus, as times through the completion of the offering of Shares under this Agreement or until any earlier date of this Agreementthat the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted conflicted, conflicts or conflicts will conflict with the information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus the Company and the Operating Partnership has promptly notified or will promptly notify the Representatives and has promptly amended or supplemented or will promptly amend or supplement, at their its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The first foregoing two sentences of this paragraph do not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance based upon and in conformity with written information furnished to the Company and the Operating Partnership by any Underwriter through the Representatives expressly specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b5(b) hereof. The information in Schedule C hereto has been included in an Issuer Free Writing Prospectus identified in Schedule B hereto.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date did not and, unless superseded by a and at all subsequent Issuer Free Writing Prospectus, as times through the completion of the public offering and sale of Senior Notes or until any earlier date of this Agreementthat the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted conflicted, conflicts or conflicts will conflict with the information contained in the Registration Statement, any Preliminary Prospectus or the Prospectus. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, any Preliminary Prospectus or the Prospectus, the Company and the Operating Partnership has promptly notified or will promptly notify the Representatives and has promptly amended or supplemented or will promptly amend or supplement, at their its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The first foregoing two sentences of this paragraph do not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance based upon and in conformity with written information furnished to the Company and the Operating Partnership by any Underwriter through the Representatives expressly specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b6(b) hereof. The information in Schedule C hereto No electronic roadshow has been included prepared or used by the Company in an Issuer Free Writing Prospectus identified in Schedule B heretoconnection with the offering of the Senior Notes.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date did not and, unless superseded by a and at all subsequent Issuer Free Writing Prospectus, as times through the completion of the public offering and sale of Senior Notes or until any earlier date of this Agreementthat the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted conflicted, conflicts or conflicts will conflict with the information contained in the Registration Statement, any Preliminary Prospectus or the Prospectus. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, any Preliminary Prospectus or the Prospectus, the Company and the Operating Partnership has promptly notified or will promptly notify the Representatives and has promptly amended or supplemented or will promptly amend or supplement, at their its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The first foregoing two sentences of this paragraph do not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance based upon and in conformity with written information furnished to the Company and the Operating Partnership by any Underwriter through the Representatives expressly specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b7(b) hereof. The information in Schedule C hereto No electronic roadshow has been included prepared or used by the Company in an Issuer Free Writing Prospectus identified in Schedule B heretoconnection with the offering of the Senior Notes.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date did not and, unless superseded by a and at all subsequent Issuer Free Writing Prospectus, as times through the completion of the offering of Notes under this Agreement or until any earlier date of this Agreementthat the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted conflicted, conflicts or conflicts will conflict with the information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus the Company and the Operating Partnership has promptly notified or will promptly notify the Representatives and has promptly amended or supplemented or will promptly amend or supplement, at their its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The first foregoing two sentences of this paragraph do not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance based upon and in conformity with written information furnished to the Company and the Operating Partnership by any Underwriter through the Representatives expressly specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) hereof. The information in Schedule C hereto has been included in an Issuer Free Writing Prospectus identified in Schedule B hereto.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date did not and, unless superseded by a and at all subsequent Issuer Free Writing Prospectus, as times through the completion of the offering or until any earlier date of this Agreementthat the Company notified or notifies the Representative as described in the next sentence, did not, does not and will not include any information that conflicted conflicted, conflicts or conflicts will conflict with the information contained in the Registration Statement, any preliminary prospectus or the Prospectus, including in each case, any document incorporated by reference therein that has not been superseded or modified. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, any preliminary prospectus or the Prospectus, the Company and the Operating Partnership has promptly notified or will promptly notify the Representatives Representative and has promptly amended or supplemented or will promptly amend or supplement, at their its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The first foregoing two sentences of this paragraph do not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance based upon and in conformity with written information furnished to the Company and the Operating Partnership by or on behalf of any Underwriter through the Representatives expressly Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives Representative consists of the information described as such in Section 8(b) 8 hereof. The information in Schedule C hereto has been included in an Issuer Free Writing Prospectus identified in Schedule B hereto.

Issuer Free Writing Prospectuses. Each Any Issuer Free Writing Prospectus, as of its issue date did not and, unless superseded by a and at all subsequent Issuer Free Writing Prospectus, as times through the completion of the offering or until any earlier date of this Agreementthat the Issuer notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted conflicted, conflicts or conflicts will conflict with the information contained in the Registration Statement, a preliminary prospectus or the Prospectus. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, a preliminary prospectus or the Company and Prospectus, the Operating Partnership Issuer has promptly notified or will promptly notify the Representatives and has promptly amended or supplemented or will promptly amend or supplement, at their its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The first foregoing two sentences of this paragraph do not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance based upon and in conformity with written information furnished to the Company and the Operating Partnership Issuer by any Underwriter specifically through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b7(b) hereof. The information in Schedule C hereto has been included in an Issuer Free Writing Prospectus identified in Schedule B hereto.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date did not and, unless superseded by a and at all subsequent Issuer Free Writing Prospectus, as times through the completion of the offering of Notes under this Agreement or until any earlier date of this Agreementthat the Company notified or notifies the Representative as described in the next sentence, did not, does not and will not include any information that conflicted conflicted, conflicts or conflicts will conflict with the information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), including any document incorporated or deemed incorporated by reference therein that has not been superseded or modified. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), the Company and the Operating Partnership has promptly notified or will promptly notify the Representatives Representative and has promptly amended or supplemented or will promptly amend or supplement, at their its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The first immediately preceding two sentences of this paragraph do not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance based upon and in conformity with written information furnished to the Company and the Operating Partnership by any Underwriter through the Representatives Representative expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) 7 hereof. The information in Schedule C hereto has been included in an Issuer Free Writing Prospectus identified in Schedule B hereto.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date did not and, unless superseded by a and at all subsequent Issuer Free Writing Prospectus, as times through the completion of the public offering and sale of the Senior Notes or until any earlier date of this Agreementthat the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted conflicted, conflicts or conflicts will conflict with the information contained in the Registration Statement, any Preliminary Prospectus or the Prospectus. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, any Preliminary Prospectus or the Prospectus, the Company and the Operating Partnership has promptly notified or will promptly notify the Representatives and has promptly amended or supplemented or will promptly amend or supplement, at their its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The first foregoing two sentences of this paragraph do not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance based upon and in conformity with written information furnished to the Company and the Operating Partnership by any Underwriter through the Representatives expressly specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b7(b) hereof. The information in Schedule C hereto No electronic roadshow has been included prepared or used by the Company in an Issuer Free Writing Prospectus identified in Schedule B heretoconnection with the offering of the Senior Notes.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date did not and, unless superseded by a and at all subsequent Issuer Free Writing Prospectus, as times through the completion of the offering of Securities under this Agreement or until any earlier date of this Agreementthat the Company notified or notifies the Managers as described in the next sentence, did not, does not and will not include any information that conflicted conflicted, conflicts or conflicts will conflict with the information contained in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus or the Prospectus. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus or the Prospectus the Company and the Operating Partnership has promptly notified or will promptly notify the Representatives Managers and has promptly amended or supplemented or will promptly amend or supplement, at their its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The first foregoing two sentences of this paragraph do not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance based upon and in conformity with written information furnished to the Company and the Operating Partnership by any Underwriter through the Representatives expressly Managers specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives Managers consists of the information described as such in Section 8(b) 8 hereof. The information in Schedule C hereto has been included in an Issuer Free Writing Prospectus identified in Schedule B hereto.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date did not and, unless superseded by a and at all subsequent Issuer Free Writing Prospectus, as times through the completion of the offering of Notes under this Agreement or until any earlier date of this Agreementthat the Company notified or notifies the Representative as described in the next sentence, did not, does not and will not include any information that conflicted conflicted, conflicts or conflicts will conflict with the information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus the Company and the Operating Partnership has promptly notified or will promptly notify the Representatives Representative and has promptly amended or supplemented or will promptly amend or supplement, at their its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The first foregoing two sentences of this paragraph do not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance based upon and in conformity with written information furnished to the Company and the Operating Partnership by any Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) hereof. The information in Schedule C hereto has been included in an Issuer Free Writing Prospectus identified in Schedule B heretoInformation.

Issuer Free Writing Prospectuses. Each issuer free writing prospectus, as defined in Rule 433 under the Securities Act (each, an “Issuer Free Writing Prospectus”), as of its issue date did not and, unless superseded by a and at all subsequent Issuer Free Writing Prospectus, as times through the completion of the offering of Notes under this Agreement or until any earlier date of this Agreementthat the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted conflicted, conflicts or conflicts will conflict with the information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus the Company and the Operating Partnership has promptly notified or will promptly notify the Representatives and has promptly amended or supplemented or will promptly amend or supplement, at their its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The first foregoing two sentences of this paragraph do not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance based upon and in conformity with written information furnished to the Company and the Operating Partnership by any Underwriter through the Representatives expressly specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b6(b) hereof. The information in Schedule C hereto has been included in an Issuer Free Writing Prospectus identified in Schedule B hereto.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date did not and, unless superseded by a and at all subsequent Issuer Free Writing Prospectus, as times through the completion of the offering of Securities under this Agreement or until any earlier date of this Agreementthat the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted conflicted, conflicts or conflicts will conflict with the information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus the Company and the Operating Partnership has promptly notified or will promptly notify the Representatives and has promptly amended or supplemented or will promptly amend or supplement, at their its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The first foregoing two sentences of this paragraph do not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance based upon and in conformity with written information furnished to the Company and the Operating Partnership by any Underwriter through the Representatives expressly specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b10(b) hereof. The information in Schedule C hereto has been included in an Issuer Free Writing Prospectus identified in Schedule B hereto.

Issuer Free Writing Prospectuses. Each Issuer Free Writing ProspectusProspectus (as defined in Rule 433 of the Securities Act), as of its issue date did not and, unless superseded by a and at all subsequent Issuer Free Writing Prospectus, as times through the completion of the offering of Notes under this Agreement or until any earlier date of this Agreementthat the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted conflicted, conflicts or conflicts will conflict with the information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus the Company and the Operating Partnership has promptly notified or will promptly notify the Representatives and has promptly amended or supplemented or will promptly amend or supplement, at their its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The first foregoing two sentences of this paragraph do not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance based upon and in conformity with written information furnished to the Company and the Operating Partnership by any Underwriter through the Representatives expressly specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) hereof. The information in Schedule C hereto has been included in an Issuer Free Writing Prospectus identified in Schedule B hereto.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date did not and, unless superseded by a and at all subsequent Issuer Free Writing Prospectus, as times through the completion of the public offer and sale of the Offered Securities or until any earlier date of this Agreementthat the Company notified or notifies Credit Suisse Securities (USA) LLC (the “Lead Representative”) as described in the next sentence, did not, does not and will not include any information that conflicted conflicted, conflicts or conflicts will conflict with the information then contained in the Registration Statement. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information then contained in the Registration StatementStatement or as a result of which such Issuer Free Writing Prospectus, if republished immediately following such event or development, would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (A) the Company and the Operating Partnership has promptly notified or will promptly notify the Representatives Lead Representative and (B) the Company has promptly amended or will promptly amend or supplement, at their own expense, supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The first two sentences sentence of this paragraph do (v) does not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance upon and in conformity with written information furnished to the Company and the Operating Partnership by any Underwriter through the Representatives expressly specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) hereof. The information in Schedule C hereto has been included in an Issuer Free Writing Prospectus identified in Schedule B hereto.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date did not and, unless superseded by a and at all subsequent Issuer Free Writing Prospectus, as times through the completion of the offering of Notes under this Agreement or until any earlier date of this Agreementthat the Company notified or notifies the Representative as described in the next sentence, did not, does not and will not include any information that conflicted conflicted, conflicts or conflicts will conflict with the information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus, the Company and the Operating Partnership has promptly notified or will promptly notify the Representatives Representative and has promptly amended or supplemented or will promptly amend or supplement, at their its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The first foregoing two sentences of this paragraph do not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance based upon and in conformity with written information furnished to the Company and the Operating Partnership in writing by any Underwriter through the Representatives expressly Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives Representative consists of the information described as such in Section 8(b) 8 hereof. The information in Schedule C hereto has been included in an Issuer Free Writing Prospectus identified in Schedule B hereto.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date did not and, unless superseded by a subsequent Issuer Free Writing Prospectus, as of the date of this Agreement, Prospectus does not include any information that conflicted or conflicts with the information contained in the Registration Statement. If at , including any time following the date of this Agreement, there occurs an event document incorporated by reference therein and any information in a preliminary prospectus supplement deemed to be a part thereof that has not been superseded or development as a result of which such Issuer Free Writing Prospectus would conflict with the information contained in the Registration Statement, the Company and the Operating Partnership will promptly notify the Representatives and will promptly amend or supplement, at their own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflictmodified. The first two sentences of this paragraph do foregoing sentence does not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance based upon and in conformity with written information furnished to the Company and by the Operating Partnership by any Underwriter through the Representatives expressly specifically for use therein, it being understood and agreed that the only such information furnished by any the Underwriter through the Representatives consists of the information described as such in Section 8(b3(c) hereof. The information in Schedule C hereto has been included in If at any time following the issuance of an Issuer Free Writing Prospectus identified there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in Schedule B heretothe Registration Statement relating to the Shares or included or would include an untrue statement of material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the Company has promptly notified or will promptly notify the Underwriter and has promptly amended or will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date did not and, unless superseded by a and at all subsequent Issuer Free Writing Prospectus, as times through the completion of the public offering and sale of Securities or until any earlier date of this Agreementthat the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted conflicted, conflicts or conflicts will conflict with the information contained in the Registration Statement, any Preliminary Prospectus or the Prospectus. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, any Preliminary Prospectus or the Prospectus, the Company and the Operating Partnership has promptly notified or will promptly notify the Representatives and has promptly amended or supplemented or will promptly amend or supplement, at their its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The first foregoing two sentences of this paragraph do not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance based upon and in conformity with written information furnished to the Company and the Operating Partnership by any Underwriter through the Representatives expressly specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) hereof. The information in Schedule C hereto has been included in an Issuer Free Writing Prospectus identified in Schedule B hereto.

Issuer Free Writing Prospectuses. Each No Issuer Free Writing Prospectus, as of from and including its issue date did not and, unless superseded by a subsequent Issuer Free Writing Prospectus, as through the completion of the offering of the Securities or until any earlier date of this Agreementthat the Operating Partnership and the Company notified or notify the Underwriter as described in the next sentence, does not included, includes or will include any information that conflicted conflicted, conflicts or conflicts will conflict with the information contained in the Registration Statement, including any document incorporated therein by reference that has not been superseded or modified. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Company Operating Partnership and the Operating Partnership Company have promptly notified or will promptly notify the Representatives Underwriter and have promptly amended or supplemented or will promptly amend or supplement, at their own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The first foregoing two sentences of this paragraph do not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance upon and in conformity with written information furnished to the Company Operating Partnership and the Operating Partnership Company in writing by any the Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) hereof. The information in Schedule C hereto has been included in an Issuer Free Writing Prospectus identified in Schedule B hereto.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date did not and, unless superseded by a and at all subsequent Issuer Free Writing Prospectus, as times through the completion of the offering of Shares under this Agreement or until any earlier date of this Agreementthat the Company notified or notifies the Underwriters as described in the next sentence, did not, does not and will not include any information that conflicted conflicted, conflicts or conflicts will conflict with the information contained in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus or the Prospectus. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus or the Prospectus the Company and the Operating Partnership has promptly notified or will promptly notify the Representatives Underwriters and has promptly amended or supplemented or will promptly amend or supplement, at their its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The first foregoing two sentences of this paragraph do not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance based upon and in conformity with written information furnished to the Company and the Operating Partnership by any Underwriter through the Representatives expressly specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) 10 hereof. The information in Schedule C hereto has been included in an Issuer Free Writing Prospectus identified in Schedule B hereto, or any Selling Shareholder Information.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date did not and, unless superseded by a and at all subsequent Issuer Free Writing Prospectus, as times through the completion of the offering of Shares under this Agreement or until any earlier date of this Agreementthat the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted conflicted, conflicts or conflicts will conflict with the information contained in the Registration Statement, including any prospectus or prospectus supplement that is or becomes part of the Registration Statement. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Company and the Operating Partnership has promptly notified or will promptly notify the Representatives and has promptly amended or supplemented or will promptly amend or supplement, at their its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The first foregoing two sentences of this paragraph do not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance based upon and in conformity with written information the Underwriter Content furnished to the Company and the Operating Partnership in writing by any Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) hereof. The information in Schedule C hereto has been included in an Company filed the Registration Statement with the Commission before using any Issuer Free Writing Prospectus; and each Issuer Free Writing Prospectus identified in Schedule B heretowas preceded or accompanied by the most recent preliminary prospectus satisfying the requirements of Section 10 under the Securities Act.

Issuer Free Writing Prospectuses. Each issuer free writing prospectus, as defined in Rule 433 under the Securities Act (each, an “Issuer Free Writing Prospectus”), as of its issue date did not and, unless superseded by a and at all subsequent Issuer Free Writing Prospectus, as times through the completion of the offering of Securities under this Agreement or until any earlier date of this Agreementthat the Issuer notified or notifies the Underwriter as described in the next sentence, did not, does not and will not include any information that conflicted conflicted, conflicts or conflicts will conflict with the information contained in the Registration Statement. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Company Issuer has promptly notified and the Operating Partnership will shall promptly notify the Representatives Underwriter and will has promptly amended or supplemented or shall promptly amend or supplement, at their its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The first foregoing two sentences of this paragraph do not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance upon and in conformity with written information furnished relating to the Company and Underwriter furnished in writing to the Operating Partnership Issuer by any the Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by any the Underwriter through the Representatives consists of the information Underwriter Information described as such in Section 8(b6(b) hereof. The information in Schedule C hereto has been included in an Issuer Free Writing Prospectus identified in Schedule B hereto.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date did not and, unless superseded by a and at all subsequent Issuer Free Writing Prospectus, as times through the completion of the offering of Shares under this Agreement or until any earlier date of this Agreementthat the Company notified or notifies the Representative as described in the next sentence, did not, does not and will not include any information that conflicted conflicted, conflicts or conflicts will conflict with the information contained in the Registration Statement, including any prospectus that is or becomes part of the Registration Statement. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Company and the Operating Partnership has promptly notified or will promptly notify the Representatives Representative and has promptly amended or supplemented or will promptly amend or supplement, at their its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The first foregoing two sentences of this paragraph do not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance based upon and in conformity with written information furnished to the Company and the Operating Partnership by any Underwriter through the Representatives expressly Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) 8 hereof. The information in Schedule C hereto has been included in an Issuer Free Writing Prospectus identified in Schedule B hereto.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date did not and, unless superseded by a and at all subsequent Issuer Free Writing Prospectus, as times through the completion of the offering of Notes under this Agreement or until any earlier date of this Agreementthat the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted conflicted, conflicts or conflicts will conflict with the information contained or incorporated by reference in the Registration Statement, the Preliminary Prospectus or the Prospectus. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained or incorporated by reference in the Registration Statement, the Preliminary Prospectus or the Prospectus the Company and the Operating Partnership has promptly notified or will promptly notify the Representatives and has promptly amended or supplemented or will promptly amend or supplement, at their its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The first foregoing two sentences of this paragraph do not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance based upon and in conformity with written information furnished to the Company and the Operating Partnership by any Underwriter through the Representatives expressly specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) hereof. The information in Schedule C hereto has been included in an Issuer Free Writing Prospectus identified in Schedule B hereto.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date did not and, unless superseded by a and at all subsequent Issuer Free Writing Prospectus, as times through the completion of the offering of Shares under this Agreement or until any earlier date of this Agreementthat the Company notified or notifies BMO as described in the next sentence, did not, does not and will not include any information that conflicted conflicted, conflicts or conflicts will conflict with the information contained in the Registration Statement, including any prospectus or prospectus supplement that is or becomes part of the Registration Statement. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Company and the Operating Partnership has promptly notified or will promptly notify the Representatives BMO and has promptly amended or supplemented or will promptly amend or supplement, at their its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The first foregoing two sentences of this paragraph do not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance based upon and in conformity with written information furnished to the Company and the Operating Partnership by any Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information Underwriter Content described as such in Section 8(b) hereof. The information in Schedule C hereto has been included in an Issuer Free Writing Prospectus identified in Schedule B hereto.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date did not and, unless superseded by a and at all subsequent Issuer Free Writing Prospectus, as times through the completion of the offering of Securities under this Agreement or until any earlier date of this Agreementthat the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted conflicted, conflicts or conflicts will conflict with the information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus the Company and the Operating Partnership has promptly notified or will promptly notify the Representatives and has promptly amended or supplemented or will promptly amend or supplement, at their its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The first foregoing two sentences of this paragraph do not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance based upon and in conformity with written information furnished to the Company and the Operating Partnership by any Underwriter through the Representatives expressly specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) hereof. The information in Schedule C hereto has been included in an Issuer Free Writing Prospectus identified in Schedule B hereto.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date did not and, unless superseded by a and at all subsequent Issuer Free Writing Prospectus, as times through the completion of the offering of Securities under this Agreement or until any earlier date of this Agreementthat the Company notified or notifies BAS as described in the next sentence, did not, does not and will not include any information that conflicted conflicted, conflicts or conflicts will conflict with the information contained in the Registration Statement, including any prospectus or prospectus supplement that is or becomes part of the Registration Statement. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Company and the Operating Partnership has promptly notified or will promptly notify the Representatives BAS and has promptly amended or supplemented or will promptly amend or supplement, at their its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The first foregoing two sentences of this paragraph do not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance based upon and in conformity with written information furnished to the Company and the Operating Partnership by any Underwriter through the Representatives BAS expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) 8 hereof. The information in Schedule C hereto has been included in an Issuer Free Writing Prospectus identified in Schedule B hereto.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date did not and, unless superseded by a and at all subsequent Issuer Free Writing Prospectus, as times through the completion of the offering of Shares under this Agreement or until any earlier date of this Agreementthat the Company notified or notifies BAS as described in the next sentence, did not, does not and will not include any information that conflicted conflicted, conflicts or conflicts will conflict with the information contained in the Registration Statement, including any prospectus or prospectus supplement that is or becomes part of the Registration Statement. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Company and the Operating Partnership has promptly notified or will promptly notify the Representatives BAS and has promptly amended or supplemented or will promptly amend or supplement, at their its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The first foregoing two sentences of this paragraph do not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance based upon and in conformity with written information furnished to the Company and the Operating Partnership by any Underwriter through the Representatives BAS expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) 8 hereof. The information in Schedule C hereto has been included in an Issuer Free Writing Prospectus identified in Schedule B hereto.

Issuer Free Writing Prospectuses. Each Any Issuer Free Writing Prospectus, as of its issue date did not and, unless superseded by a and at all subsequent Issuer Free Writing Prospectus, as times through the completion of the offering or until any earlier date of this Agreementthat the Issuer notified or notifies the Representative as described in the next sentence, did not, does not and will not include any information that conflicted conflicted, conflicts or conflicts will conflict with the information contained in the Registration Statement, a preliminary prospectus or the Prospectus. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, a preliminary prospectus or the Company and Prospectus, the Operating Partnership Issuer has promptly notified or will promptly notify the Representatives Representative and has promptly amended or supplemented or will promptly amend or supplement, at their its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The first foregoing two sentences of this paragraph do not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance based upon and in conformity with written information furnished to the Company and the Operating Partnership Issuer by any Underwriter specifically through the Representatives Representative expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b7(c) hereof. The information in Schedule C hereto has been included in an Issuer Free Writing Prospectus identified in Schedule B hereto.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date did not and, unless superseded by a and at all subsequent Issuer Free Writing Prospectus, as times through the completion of the public offering and sale of Securities or until any earlier date of this Agreementthat the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted conflicted, conflicts or conflicts will conflict with the information contained in the Registration Statement, any Preliminary Prospectus or the Prospectus. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, any Preliminary Prospectus or the Prospectus, the Company and the Operating Partnership has promptly notified or will promptly notify the Representatives and has promptly amended or supplemented or will promptly amend or supplement, at their its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The first foregoing two sentences of this paragraph do not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance based upon and in conformity with written information furnished to the Company and the Operating Partnership by any Underwriter through the Representatives expressly specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b7(b) hereof. The information in Schedule C hereto has been included in an Issuer Free Writing Prospectus identified in Schedule B hereto.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date did not and, unless superseded by a and at all subsequent Issuer Free Writing Prospectus, as times through the completion of the offering of ADSs under this Agreement or until any earlier date of this Agreementthat the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted conflicted, conflicts or conflicts will conflict with the information contained in the Registration Statement, including any prospectus that is or becomes part of the Registration Statement. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Company and the Operating Partnership has promptly notified or will promptly notify the Representatives and has promptly amended or supplemented or will promptly amend or supplement, at their its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The first foregoing two sentences of this paragraph do not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance based upon and in conformity with written information furnished to the Company and the Operating Partnership by any Underwriter through the Representatives expressly specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) 7 hereof. The information in Schedule C hereto has been included in an Issuer Free Writing Prospectus identified in Schedule B hereto.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date did not and, unless superseded by a and at all subsequent Issuer Free Writing Prospectus, as times through the completion of the offering of Notes under this Agreement or until any earlier date of this Agreementthat the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted conflicted, conflicts or conflicts will conflict with the information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus, the Company and the Operating Partnership has promptly notified or will promptly notify the Representatives and has promptly amended or supplemented or will promptly amend or supplement, at their its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The first foregoing two sentences of this paragraph do not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance based upon and in conformity with written information furnished to the Company and the Operating Partnership by any Underwriter through the Representatives expressly specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) 8 hereof. The information in Schedule C hereto has been included in an Issuer Free Writing Prospectus identified in Schedule B hereto.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date did not and, unless superseded by a and at all subsequent Issuer Free Writing Prospectus, times through the Prospectus Delivery Period (as of the date of this Agreementdefined below), does not include any information that conflicted or conflicts with the information contained in the Registration Statement. The foregoing sentence does not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with the Underwriters’ Information. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration StatementStatement relating to the Shares or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the Company and the Operating Partnership has promptly notified or will promptly notify the Representatives Representative and has promptly amended or will promptly amend or supplement, at their its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission. The first two sentences of this paragraph do This subsection (f) does not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance upon and in conformity with written information furnished to the Company and the Operating Partnership by any Underwriter through the Representatives expressly Representative specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter through the Representatives consists of the information described as such in Section 8(b) hereof. The information in Schedule C hereto has been included in an Issuer Free Writing Prospectus identified in Schedule B heretoUnderwriters’ Information.

Issuer Free Writing Prospectuses. Each Neither any Issuer Free Writing ProspectusProspectus nor the Final Term Sheet, as of its issue date did not and, unless superseded by a and at all subsequent Issuer Free Writing Prospectus, as times through the completion of the offering or until any earlier date of this Agreementthat the Issuer and the Guarantor notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted conflicted, conflicts or conflicts will conflict with the information contained in the Registration Statement, a preliminary prospectus or the Prospectus. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, a preliminary prospectus or the Company Prospectus, the Issuer and the Operating Partnership Guarantor have promptly notified or will promptly notify the Representatives and have promptly amended or will promptly amend or supplement, at their own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The first foregoing two sentences of this paragraph do not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance based upon and in conformity with written information furnished to the Company Issuer and the Operating Partnership Guarantor by any Underwriter through the Representatives expressly specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) hereof. The information in Schedule C hereto has been included in an Issuer Free Writing Prospectus identified in Schedule B hereto.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date did not and, unless superseded by a and at all subsequent Issuer Free Writing Prospectus, as times through the completion of the offering of Notes under this Agreement or until any earlier date of this Agreementthat the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted conflicted, conflicts or conflicts will conflict with the information contained in the Registration Statement, any preliminary prospectus or the Prospectus. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Company and the Operating Partnership has promptly notified or will promptly notify the Representatives and has promptly amended or supplemented or will promptly amend or supplement, at their its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The first foregoing two sentences of this paragraph do not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance based upon and in conformity with written information furnished to the Company and the Operating Partnership by any Underwriter through the Representatives expressly specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists consist of the information described as such in Section 8(b) hereof. The information in Schedule C hereto has been included in an Issuer Free Writing Prospectus identified in Schedule B hereto.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date did not and, unless superseded by a and at all subsequent Issuer Free Writing Prospectus, as times through the completion of the public offer and sale of the Securities or until any earlier date of this Agreementthat the Company notified or notifies Credit Suisse Securities (USA) LLC (“Credit Suisse” or the “Representative”) as described in the next sentence, did not, does not and will not include any information that conflicted conflicted, conflicts or conflicts will conflict with the information then contained in the Registration Statement. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information then contained in the Registration StatementStatement or as a result of which such Issuer Free Writing Prospectus, if republished immediately following such event or development, would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Company and the Operating Partnership has promptly notified or will promptly notify the Representatives Representative and (ii) the Company has promptly amended or will promptly amend or supplement, at their own expense, supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The first two sentences sentence of this paragraph do clause (g) does not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance upon and in conformity with written information furnished to the Company and the Operating Partnership by any Underwriter through the Representatives expressly Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) hereof. The information in Schedule C hereto has been included in an Issuer Free Writing Prospectus identified in Schedule B hereto.

Issuer Free Writing Prospectuses. Each Any Issuer Free Writing Prospectus, as of its issue date did not and, unless superseded by a and at all subsequent Issuer Free Writing Prospectus, as times through the completion of the offering or until any earlier date of this Agreementthat the Issuers notified or notify the Representative as described in the next sentence, did not, does not and will not include any information that conflicted conflicted, conflicts or conflicts will conflict with the information contained in the Registration Statement, a preliminary prospectus or the Prospectus. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, a preliminary prospectus or the Company and Prospectus, the Operating Partnership Issuers have promptly notified or will promptly notify the Representatives Representative and have promptly amended or supplemented or will promptly amend or supplement, at their own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The first foregoing two sentences of this paragraph do not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance based upon and in conformity with written information furnished to the Company and the Operating Partnership Issuers by any Underwriter specifically through the Representatives Representative expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b7(b) hereof. The information in Schedule C hereto has been included in an Issuer Free Writing Prospectus identified in Schedule B hereto.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date did not and, unless superseded by a and at all subsequent Issuer Free Writing Prospectus, as times through the completion of the offering of Shares under this Agreement or until any earlier date of this Agreementthat the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted conflicted, conflicts or conflicts will conflict with the information contained in the Registration Statement, including any prospectus that is or becomes part of the Registration Statement. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Company and the Operating Partnership has promptly notified or will promptly notify the Representatives and has promptly amended or supplemented or will promptly amend or supplement, at their its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The first foregoing two sentences of this paragraph do not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance based upon and in conformity with written information furnished to the Company and the Operating Partnership by any Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b7(b) hereof. The information in Schedule C hereto has been included in an Issuer Free Writing Prospectus identified in Schedule B hereto.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date did not and, unless superseded by a and at all subsequent Issuer Free Writing Prospectus, as times through the completion of the offering of Notes under this Agreement or until any earlier date of this Agreementthat the Company notified or notifies the Representative as described in the next sentence, did not, does not and will not include any information that conflicted conflicted, conflicts or conflicts will conflict with the information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus the Company and the Operating Partnership has promptly notified or will promptly notify the Representatives Representative and has promptly amended or supplemented or will promptly amend or supplement, at their its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The first foregoing two sentences of this paragraph do not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance based upon and in conformity with written information furnished to the Company and the Operating Partnership by any Underwriter through the Representatives expressly Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives Representative consists of the information described as such in Section 8(b) hereof. The information in Schedule C hereto has been included in an Issuer Free Writing Prospectus identified in Schedule B hereto.

Issuer Free Writing Prospectuses. Each Issuer Free Writing ProspectusProspectus and any electronic roadshow (including the investor presentation dated August 2021), as of its issue date did not and, unless superseded by a and at all subsequent Issuer Free Writing Prospectus, as times through the completion of the offering of Securities under this Agreement or until any earlier date of this Agreementthat the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted conflicted, conflicts or conflicts will conflict with the information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus or an electronic roadshow there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus or such electronic roadshow conflicted or would conflict with the information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus the Company and the Operating Partnership has promptly notified or will promptly notify the Representatives and has promptly amended or supplemented or will promptly amend or supplement, at their its own expense, such Issuer Free Writing Prospectus or such electronic roadshow to eliminate or correct such conflict. The first foregoing two sentences of this paragraph do not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance or any electronic roadshow based upon and in conformity with written information furnished to the Company and the Operating Partnership by any Underwriter through the Representatives expressly specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) hereof. The information in Schedule C hereto has been included in an Issuer Free Writing Prospectus identified in Schedule B hereto.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date did not and, unless superseded by a and at all subsequent Issuer Free Writing Prospectus, as times through the completion of the public offering and sale of Mortgage Bonds or until any earlier date of this Agreementthat the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted conflicted, conflicts or conflicts will conflict with the information contained in the Registration Statement, any Preliminary Prospectus or the Prospectus. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, any Preliminary Prospectus or the Prospectus, the Company and the Operating Partnership has promptly notified or will promptly notify the Representatives and has promptly amended or supplemented or will promptly amend or supplement, at their its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The first foregoing two sentences of this paragraph do not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance based upon and in conformity with written information furnished to the Company and the Operating Partnership in writing by any Underwriter through the Representatives expressly specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b7(b) hereof. The information in Schedule C hereto has been included in an Issuer Free Writing Prospectus identified in Schedule B hereto.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date did not and, unless superseded by a and at all subsequent Issuer Free Writing Prospectus, as times through the completion of the offering of Securities under this Agreement or until any earlier date of this Agreementthat the Company notified or notifies the Representative as described in the next sentence, did not, does not and will not include any information that conflicted conflicted, conflicts or conflicts will conflict with the information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), including any document incorporated or deemed incorporated by reference therein that has not been superseded or modified. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), the Company and the Operating Partnership has promptly notified or will promptly notify the Representatives Representative and has promptly amended or supplemented or will promptly amend or supplement, at their its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The first immediately preceding two sentences of this paragraph do not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance based upon and in conformity with written information furnished to the Company and the Operating Partnership by any Underwriter through the Representatives Representative expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) 7 hereof. The information in Schedule C hereto has been included in an Issuer Free Writing Prospectus identified in Schedule B hereto.

Issuer Free Writing Prospectuses. For purposes of this Agreement, the only “Issuer Free Writing Prospectus” shall mean the issuer free writing prospectuses as defined in Rule 433 under the Securities Act and identified in Schedule B hereto, if any. Each Issuer Free Writing Prospectus, as of its issue date did not and, unless superseded by a and at all subsequent Issuer Free Writing Prospectus, as times through the completion of the Offering or until any earlier date of this Agreementthat the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted conflicted, conflicts or conflicts will conflict with the information contained in the Registration Statement. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Company and the Operating Partnership has promptly notified or will promptly notify the Representatives and has promptly amended or will promptly amend or supplement, at their its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The first foregoing two sentences of this paragraph do not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance based upon and in conformity with written information furnished to the Company and the Operating Partnership by any Underwriter through the Representatives expressly specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) hereof. The information set forth in Schedule C hereto has been included in an Issuer Free Writing Prospectus identified in Schedule B heretoD hereof.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date did not and, unless superseded by a and at all subsequent Issuer Free Writing Prospectus, as times through the completion of the public offering and sale of Senior Notes or until any earlier date of this Agreementthat the Company notified or notifies the Representative as described in the next sentence, did not, does not and will not include any information that conflicted conflicted, conflicts or conflicts will conflict with the information contained in the Registration Statement, any Preliminary Prospectus or the Prospectus. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, any Preliminary Prospectus or the Prospectus, the Company and the Operating Partnership has promptly notified or will promptly notify the Representatives Representative and has promptly amended or supplemented or will promptly amend or supplement, at their its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The first foregoing two sentences of this paragraph do not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance based upon and in conformity with written information furnished to the Company and the Operating Partnership by any Underwriter through the Representatives expressly Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b7(b) hereof. The information in Schedule C hereto has been included in an Issuer Free Writing Prospectus identified in Schedule B hereto.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date did not and, unless superseded by a and at all subsequent Issuer Free Writing Prospectus, as times through the completion of the public offering and sale of Notes or until any earlier date of this Agreementthat the Company notified or notifies the Representative as described in the next sentence, did not, does not and will not include any information that conflicted conflicted, conflicts or conflicts will conflict with the information contained in the Registration Statement, any Preliminary Prospectus or the Prospectus. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, any Preliminary Prospectus or the Prospectus, the Company and the Operating Partnership has promptly notified or will promptly notify the Representatives Representative and has promptly amended or supplemented or will promptly amend or supplement, at their its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The first foregoing two sentences of this paragraph do not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance based upon and in conformity with written information furnished to the Company and the Operating Partnership by any Underwriter through the Representatives expressly Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b6(b) hereof. The information in Schedule C hereto No electronic roadshow has been included prepared or used by the Company in an Issuer Free Writing Prospectus identified in Schedule B heretoconnection with the offering of the Notes.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date did not and, unless superseded by a and at all subsequent Issuer Free Writing Prospectus, as times through the completion of the offering of Securities under this Agreement or until an earlier date of this Agreementthat the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted conflicted, conflicts or conflicts will conflict with the information contained in the Registration Statement, any preliminary prospectus or the Prospectus. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, any preliminary prospectus or the Prospectus the Company and the Operating Partnership has promptly notified or will promptly notify the Representatives and has promptly amended or supplemented or will promptly amend or supplement, at their its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The first foregoing two sentences of this paragraph do not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance upon and in conformity with written information furnished to the Company and the Operating Partnership by any Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b6(d) hereof. The information in Schedule C hereto has been included in an Issuer Free Writing Prospectus identified in Schedule B hereto.

Issuer Free Writing Prospectuses. Each issuer free writing prospectus, as defined in Rule 433 under the Securities Act (each, an “Issuer Free Writing Prospectus”), as of its issue date did not and, unless superseded by a and at all subsequent Issuer Free Writing Prospectus, as times through the completion of the offering of Notes under this Agreement or until any earlier date of this Agreementthat Ventas notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted conflicted, conflicts or conflicts will conflict with the information contained in the Registration Statement. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Company Ventas has promptly notified and the Operating Partnership will shall promptly notify the Representatives and will has promptly amended or supplemented or shall promptly amend or supplement, at their its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The first foregoing two sentences of this paragraph do not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance upon and in conformity with written information furnished relating to the Company and the Operating Partnership by any Underwriter through furnished in writing to Ventas by the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) hereof. The information in Schedule C hereto has been included in an Issuer Free Writing Prospectus identified in Schedule B heretoUnderwriter Information.

Issuer Free Writing Prospectuses. Each issuer free writing prospectus, as defined in Rule 433 under the Securities Act (each, an “Issuer Free Writing Prospectus”), as of its issue date did not and, unless superseded by a and at all subsequent Issuer Free Writing Prospectus, as times through the completion of the offering of Shares under this Agreement or until any earlier date of this Agreementthat the Company notified or notifies the Underwriter as described in the next sentence, did not, does not and will not include any information that conflicted conflicted, conflicts or conflicts will conflict with the information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus, the Company and the Operating Partnership has promptly notified or will promptly notify the Representatives Underwriter and has promptly amended or supplemented or will promptly amend or supplement, at their its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The first foregoing two sentences of this paragraph do not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance based upon and in conformity with written information furnished to the Company and by the Operating Partnership by any Underwriter through the Representatives expressly specifically for use therein, it being understood and agreed that the only such information furnished by any the Underwriter through the Representatives consists of the information described as such in Section 8(b5(b) hereof. The information in Schedule C hereto has been included in an Issuer Free Writing Prospectus identified in Schedule B hereto.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as when taken together with the Disclosure Package, at the time of its issue date first use did not andnot, unless superseded by a and at the Closing Date and at all subsequent Issuer Free Writing Prospectus, as times through the completion of the offering of Securities under this Agreement or until any earlier date of this Agreementthat the Company notified or notifies the Representative as described in the next sentence, did not, does not and will not include any information that conflicted conflicted, conflicts or conflicts will conflict with the information contained in the Registration Statement, the Disclosure Package or the Prospectus. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Disclosure Package or the Prospectus, the Company and the Operating Partnership has promptly notified or will promptly notify the Representatives Representative and has promptly amended or supplemented or will promptly amend or supplement, at their its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule C, when taken together with the Disclosure Package, did not, and at the Closing Date will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The first two foregoing three sentences of this paragraph do not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance based upon and in conformity with written information furnished to the Company and the Operating Partnership by any Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) hereof. The information in Schedule C hereto has been included in an Issuer Free Writing Prospectus identified in Schedule B heretoInformation.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date did not and, unless superseded by a and at all subsequent Issuer Free Writing Prospectus, times through the Prospectus Delivery Period (as of the date of this Agreementdefined below), does not include any information that conflicted or conflicts with the information contained in the Registration Statement. The foregoing sentence does not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with the Underwriters’ Information. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration StatementStatement relating to the Securities or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the Company and the Operating Partnership has promptly notified or will promptly notify the Representatives Representative and has promptly amended or will promptly amend or supplement, at their its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission. The first two sentences of this paragraph do This subsection (f) does not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance upon and in conformity with written information furnished to the Company and the Operating Partnership by any Underwriter through the Representatives expressly Representative specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter through the Representatives consists of the information described as such in Section 8(b) hereof. The information in Schedule C hereto has been included in an Issuer Free Writing Prospectus identified in Schedule B heretoUnderwriters’ Information.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date did not and, unless superseded by a and at all subsequent Issuer Free Writing Prospectus, as times through the completion of the offering of Notes under this Agreement or until any earlier date of this Agreementthat the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted conflicted, conflicts or conflicts will conflict with the information contained in the Registration Statement, the Disclosure Package or the Prospectus, including any document incorporated or deemed to be incorporated by reference therein that has not been superseded or modified. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus the Company and the Operating Partnership has promptly notified or will promptly notify the Representatives and has promptly amended or supplemented or will promptly amend or supplement, at their its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The first foregoing two sentences of this paragraph do not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance based upon and in conformity with written information furnished to the Company and the Operating Partnership by any Underwriter through the Representatives expressly specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) 8 hereof. The information in Schedule C hereto has been included in an Issuer Free Writing Prospectus identified in Schedule B hereto.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date did not and, unless superseded by a and at all subsequent Issuer Free Writing Prospectus, as times through the completion of the offering of Notes under this Agreement or until any earlier date of this Agreementthat the Company notified or notifies each Representative as described in the next sentence, did not, does not and will not include any information that conflicted conflicted, conflicts or conflicts will conflict with the information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), including any document incorporated or deemed incorporated by reference therein that has not been superseded or modified. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto), the Company and the Operating Partnership has promptly notified or will promptly notify the Representatives each Representative and has promptly amended or supplemented or will promptly amend or supplement, at their its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The first immediately preceding two sentences of this paragraph do not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance based upon and in conformity with written information furnished to the Company and the Operating Partnership by any Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) 7 hereof. The information in Schedule C hereto has been included in an Issuer Free Writing Prospectus identified in Schedule B hereto.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date did not and, unless superseded by a and at all subsequent Issuer Free Writing Prospectus, as times through the completion of the offering of Notes under this Agreement or until any earlier date of this Agreementthat the Company notified or notifies the Underwriters as described in the next sentence, did not, does not and will not include any information that conflicted conflicted, conflicts or conflicts will conflict with the information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus the Company and the Operating Partnership has promptly notified or will promptly notify the Representatives Underwriters and has promptly amended or supplemented or will promptly amend or supplement, at their its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The first foregoing two sentences of this paragraph do not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance based upon and in conformity with written information furnished to the Company and the Operating Partnership in writing by any either Underwriter through the Representatives expressly specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) 8 hereof. The information in Schedule C hereto has been included in an Issuer Free Writing Prospectus identified in Schedule B hereto.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date did not and, unless superseded by a and at all subsequent Issuer Free Writing Prospectus, as times through the completion of the offering of Shares under this Agreement or until any earlier date of this Agreementthat the Company notified or notifies the Representatives, the Forward Purchasers and the Forward Sellers as described in the next sentence, did not, does not and will not include any information that conflicted conflicted, conflicts or conflicts will conflict with the information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus the Company and the Operating Partnership has promptly notified or will promptly notify the Representatives Representatives, the Forward Purchasers and the Forward Sellers and has promptly amended or supplemented or will promptly amend or supplement, at their its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The first foregoing two sentences of this paragraph do not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance based upon and in conformity with written information furnished to the Company and the Operating Partnership by any Underwriter through the Representatives expressly specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) hereof. The information in Schedule C hereto has been included in an Issuer Free Writing Prospectus identified in Schedule B hereto.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date did not and, unless superseded by a and at all subsequent Issuer Free Writing Prospectus, as times through the completion of the offering of Shares under this Agreement or until any earlier date of this Agreementthat the Company notified or notifies ML as described in the next sentence, did not, does not and will not include any information that conflicted conflicted, conflicts or conflicts will conflict with the information contained in the Registration Statement, including any prospectus or prospectus supplement that is or becomes part of the Registration Statement. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Company and the Operating Partnership has promptly notified or will promptly notify the Representatives ML and has promptly amended or supplemented or will promptly amend or supplement, at their its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The first foregoing two sentences of this paragraph do not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance based upon and in conformity with written information furnished to the Company and the Operating Partnership by any Underwriter through the Representatives ML and by any Selling Shareholder expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives and Selling Shareholder consists of the information described as such in Section 8(b) 8 hereof. The information in Schedule C hereto has been included in an Issuer Free Writing Prospectus identified in Schedule B hereto.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date did not and, unless superseded by a and at all subsequent Issuer Free Writing Prospectus, as times through the completion of the offering of Notes under this Agreement or until any earlier date of this Agreementthat the Company notified or notifies the Representative as described in the next sentence, did not, does not and will not include any information that conflicted conflicted, conflicts or conflicts will conflict with the information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus the Company and the Operating Partnership has promptly notified or will promptly notify the Representatives Representative and has promptly amended or supplemented or will promptly amend or supplement, at their its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The first foregoing two sentences of this paragraph do not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance based upon and in conformity with written information furnished to the Company and the Operating Partnership in writing by any Underwriter through the Representatives expressly Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives Representative consists of the information described as such in Section 8(b) 8 hereof. The information in Schedule C hereto has been included in an Issuer Free Writing Prospectus identified in Schedule B hereto.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date did not and, unless superseded by a and at all subsequent Issuer Free Writing Prospectus, as times through the completion of the offering of Notes under this Agreement or until any earlier date of this Agreementthat the Companies notified or notify the Representative as described in the next sentence, did not, does not and will not include any information that conflicted conflicted, conflicts or conflicts will conflict with the information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Company and Preliminary Prospectus or the Operating Partnership Prospectus the Companies have promptly notified or will promptly notify the Representatives Representative and have promptly amended or supplemented or will promptly amend or supplement, at their own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The first foregoing two sentences of this paragraph do not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance based upon and in conformity with written information furnished to the Company and the Operating Partnership Companies by any Underwriter through the Representatives expressly Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives Representative consists of the information described as such in Section 8(b8(e) hereof. The information in Schedule C hereto has been included in an Issuer Free Writing Prospectus identified in Schedule B hereto.

Issuer Free Writing Prospectuses. Each Issuer Free Writing ProspectusProspectus (as defined in Rule 433 of the Securities Act), as of its issue date did not and, unless superseded by a and at all subsequent Issuer Free Writing Prospectus, as times through the completion of the offering of Notes under this Agreement or until any earlier date of this Agreementthat the Company notified or notifies the Representative as described in the next sentence, did not, does not and will not include any information that conflicted conflicted, conflicts or conflicts will conflict with the information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus, including any document incorporated by reference therein, that has not been superseded or modified. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Disclosure Package or the Prospectus, the Company and the Operating Partnership has promptly notified or will promptly notify the Representatives Representative and has promptly amended or supplemented or will promptly amend or supplement, at their its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The first foregoing two sentences of this paragraph do not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance based upon and in conformity with written information furnished to the Company and the Operating Partnership by any Underwriter through the Representatives expressly Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives Representative consists of the information described as such in Section 8(b) hereof. The information in Schedule C hereto has been included in an Issuer Free Writing Prospectus identified in Schedule B hereto.

Issuer Free Writing Prospectuses. Each Any Issuer Free Writing Prospectus, as of its issue date did not and, unless superseded by a and at all subsequent Issuer Free Writing Prospectus, as times through the completion of the offering or until any earlier date of this Agreementthat the Issuer notified or notifies the Underwriter as described in the next sentence, did not, does not and will not include any information that conflicted conflicted, conflicts or conflicts will conflict with the information contained in the Registration Statement, a preliminary prospectus, if any, or the Prospectus. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, a preliminary prospectus, if any, or the Company and Prospectus, the Operating Partnership Issuer has promptly notified or will promptly notify the Representatives Underwriter and has promptly amended or supplemented or will promptly amend or supplement, at their its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The first foregoing two sentences of this paragraph do not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance based upon and in conformity with written information furnished to the Company and Issuer by the Operating Partnership by any Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by any the Underwriter through the Representatives consists of the information described as such in Section 8(b7(b) hereof. The information in Schedule C hereto has been included in an Issuer Free Writing Prospectus identified in Schedule B hereto.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date did not and, unless superseded by a and at all subsequent Issuer Free Writing Prospectus, as times through the completion of the public offering and sale of the Shares under this Agreement or until any earlier date of this Agreementthat the Company notified or notifies Xxxxxx Xxxxxxx as described in the next sentence, did not, does not and will not include any information that conflicted conflicted, conflicts or conflicts will conflict with the information contained in the Registration Statement, including any prospectus or prospectus supplement that is or becomes part of the Registration Statement. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus, the Company and the Operating Partnership has promptly notified or will promptly notify the Representatives Xxxxxx Xxxxxxx and has promptly amended or supplemented or will promptly amend or supplement, at their its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The first foregoing two sentences of this paragraph do not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance based upon and in conformity with written information furnished to the Company and the Operating Partnership in writing by any Underwriter through the Representatives expressly Xxxxxx Xxxxxxx specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives Xxxxxx Xxxxxxx consists of the information described as such in Section 8(b) 8 hereof. The information in Schedule C hereto has been included in an Issuer Free Writing Prospectus identified in Schedule B hereto.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date did not and, unless superseded by a and at all subsequent Issuer Free Writing Prospectus, as times through the completion of the offering of Shares under this Agreement or until any earlier date of this Agreementthat the Company notified or notifies the Representative as described in the next sentence, did not, does not and will not include any information that conflicted conflicted, conflicts or conflicts will conflict with the information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Preliminary Prospectus or the Prospectus, the Company and the Operating Partnership has promptly notified or will promptly notify the Representatives Representative and has promptly amended or supplemented or will promptly amend or supplement, at their its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The first foregoing two sentences of this paragraph do not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance based upon and in conformity with written information furnished to the Company and the Operating Partnership by any Underwriter through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) hereof. The information in Schedule C hereto has been included in an Issuer Free Writing Prospectus identified in Schedule B heretoInformation.

Issuer Free Writing Prospectuses. Each Any Issuer Free Writing Prospectus, as of its issue date did not and, unless superseded by a and at all subsequent Issuer Free Writing Prospectus, as times through the completion of the offering or until any earlier date of this Agreementthat the Issuer notified or notifies the Underwriter as described in the next sentence, did not, does not and will not include any information that conflicted conflicted, conflicts or conflicts will conflict with the information contained in the Registration Statement, a preliminary prospectus or the Prospectus. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, a preliminary prospectus or the Company and Prospectus, the Operating Partnership Issuer has promptly notified or will promptly notify the Representatives Underwriter and has promptly amended or will promptly amend or supplement, at their its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. The first foregoing two sentences of this paragraph do not apply to statements in or omissions from any Issuer Free Writing Prospectus made in reliance based upon and in conformity with written information furnished to the Company and Issuer by the Operating Partnership Underwriter specifically for use therein or by any Underwriter through the Representatives Selling Shareholder expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) hereof. The information in Schedule C hereto has been included in an Issuer Free Writing Prospectus identified in Schedule B hereto.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at any Settlement Date or until any earlier date that the Company notified or notifies the Agent as described in the next sentence, did not and, unless superseded by a subsequent Issuer Free Writing Prospectus, as of the date of this Agreementnot, does not and will not include any information that conflicted conflicted, conflicts or conflicts will conflict with the information then contained in the Registration Statement. If at any time following the date issuance of this Agreement, an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information then contained in the Registration StatementStatement or as a result of which such Issuer Free Writing Prospectus, if republished immediately following such event or development, would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Company and the Operating Partnership has promptly notified or will promptly notify the Representatives Agent and (ii) the Company has promptly amended or will promptly amend or supplement, at their own expense, supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The first two sentences of representations and warranties contained in this paragraph do Section 5(c) shall not apply to statements in or omissions from any each Issuer Free Writing Prospectus made in reliance upon and or in conformity with written information furnished to the Company and by the Operating Partnership by any Underwriter through the Representatives Agent expressly for use therein, it being understood and agreed that as of the date hereof the only such information furnished by any Underwriter through the Representatives Agent consists of the information described as such in Section 8(b) hereof. The information in Schedule C hereto has been included in an Issuer Free Writing Prospectus identified in Schedule B hereto11(b).