Common use of Permitted Free Writing Prospectus Clause in Contracts

Permitted Free Writing Prospectus. The Company represents and agrees that, unless it obtains the prior consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Stock that would constitute a “free writing prospectus” as defined in Rule 405 of the Rules and Regulations unless the prior written consent of the Representatives has been received (each, a “Permitted Free Writing Prospectus”); provided, that the prior written consent of the Representatives hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included in Schedule C hereto. The foregoing sentence does not apply to statements in or omissions from any Permitted Free Writing Prospectus in reliance upon, and in conformity with, written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein which the parties hereto acknowledge and agree that, for all purposes of this Agreement is limited to the Underwriting Information. The Company represents that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, comply in all material respects with the requirements of Rules 164 and 433 of the Rules and Regulations applicable to any Issuer Free Writing Prospectus, including the requirements relating to timely filing with the Commission, legending and record keeping and will not take any action that would reasonably be expected to result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) of the Rules and Regulations a free writing prospectus prepared by or on behalf of such Underwriter that such Underwriter otherwise would not have been required to file thereunder. The Company will satisfy the condition in Rule 433 of the Rules and Regulations to avoid a requirement to file with the Commission any electronic road show.

Permitted Free Writing Prospectus. The Company represents and agrees that, unless it obtains the prior written consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior written consent of the Company and the Representatives, it has not made and will not not, other than the Final Term Sheet (as defined below), if any, prepared and filed pursuant to Section 4(i)(c) hereof, make any offer relating to the Stock that would constitute a “free writing prospectus” as defined in Rule 405 of the Rules and Regulations unless the prior written consent of the Representatives has been received (each, a “Permitted Free Writing Prospectus”); provided, provided that the prior written consent of the Representatives hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses Prospectus included in Schedule C B hereto. The foregoing sentence does not apply to statements in or omissions from any Permitted Free Writing Prospectus in reliance upon, and in conformity with, written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein which the parties hereto acknowledge and agree that, for all purposes of this Agreement is limited to the Underwriting Information. The Company represents that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, comply in all material respects with the requirements of Rules 164 and 433 of the Rules and Regulations applicable to any Issuer Free Writing Prospectus, including the requirements relating to timely filing with the Commission, legending and record keeping and will not take any action that would reasonably be expected to result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) of the Rules and Regulations a free writing prospectus prepared by or on behalf of such Underwriter that such Underwriter otherwise would not have been required to file thereunder. The Company will satisfy consents to the condition use by any Underwriter of a free writing prospectus that (a) is not an “issuer free writing prospectus” as defined in Rule 433 of the Rules and Regulations to avoid a requirement to file with Regulations, and (b) contains only (i) information describing the Commission any electronic road showpreliminary terms of the Stock or its offering and (ii) information that described the final terms of the Stock or its offering and that is included in the Final Term Sheet, if any, contemplated in Section 4(i)(c) below.

Permitted Free Writing Prospectus. The Company represents that neither it nor anyone acting on its behalf, including the Guarantors, has made, and agrees that, unless it obtains the prior written consent of the RepresentativesRepresentative, and each Underwriter represents and agrees thatneither it nor anyone acting on its behalf, unless it obtains including the prior consent of the Company and the RepresentativesGuarantors, it has not made and will not make make, any offer relating to the Stock Underwritten Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 of 405) required to be filed by the Rules and Regulations unless Company with the prior written consent of Commission or retained by the Representatives has been received (each, a “Permitted Free Writing Prospectus”)Company under Rule 433; provided, provided that the prior written consent of the Representatives hereto Representative shall be deemed to have been given in respect of each free writing prospectus (as defined in Rule 405 under the Issuer Free Writing Prospectuses included in Schedule C hereto1933 Act), if any, that is attached as an exhibit to the applicable Terms Agreement. The foregoing sentence does not apply Any such free writing prospectus consented to statements in or omissions from any by the Representative is referred to herein as a “Permitted Free Writing Prospectus in reliance upon, and in conformity with, written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein which the parties hereto acknowledge and agree that, for all purposes of this Agreement is limited to the Underwriting InformationProspectus”. The Company represents agrees that (i) it has treated and agrees that it will treat treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, comply in all material respects and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Rules and 1933 Act Regulations applicable to any Issuer Permitted Free Writing Prospectus, including the requirements relating to in respect of timely filing with the Commission, legending and record keeping and will not take keeping. The Company consents to the use by any action that would reasonably be expected to result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) of the Rules and Regulations a free writing prospectus prepared that (a) is not an “issuer free writing prospectus” (as defined in Rule 433), and (b) contains only (i) information describing the preliminary terms of the Underwritten Securities or their offering, (ii) information permitted by Rule 134 of the 1933 Act Regulations or on behalf (iii) information that describes the final terms of such Underwriter the Underwritten Securities or their offering and other customary information relating thereto. The Underwriters agree that, unless they obtain the prior written consent of the Company and, in the case of the Underwriters other than the Representative, the Representative, they will not make any offer relating to the Underwritten Securities that such Underwriter otherwise constitutes or would not have been constitute a “free writing prospectus” (as defined in Rule 405 of the Securities Act) required to file thereunder. The Company will satisfy the condition in Rule 433 of the Rules and Regulations to avoid a requirement to file be filed with the Commission any electronic road showunder Rule 433 under the 1933 Act.

Permitted Free Writing Prospectus. The Company represents (including its agents and agrees thatrepresentatives, unless it obtains other than the prior consent of Managers, the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company Forward Purchasers and the RepresentativesForward Sellers, it has each in their respective capacities) have not made prepared, made, used, authorized, approved or referred to and will not make prepare, make, use, authorize, approve or refer to any offer relating to the Stock that would constitute a “free writing prospectuswritten communication” (as defined in Rule 405 of under the Rules and Regulations unless the prior written consent of the Representatives has been received (each, Securities Act) that constitutes a “free writing prospectus other than a Permitted Free Writing Prospectus”); provided, that which includes (i) the prior written consent documents listed on Schedule I hereto as constituting part of the Representatives hereto shall be deemed to have been given General Disclosure Package and (ii) any broadly available road show or other written communications, in respect of each case approved in writing in advance by the Issuer Free Writing Prospectuses included in Schedule C heretoManagers, the Forward Purchasers and the Forward Sellers. The foregoing sentence does not apply to statements in or omissions from any Each such Permitted Free Writing Prospectus in reliance upon, and in conformity with, written information furnished to the Company through the Representatives by complies or on behalf of any Underwriter specifically for inclusion therein which the parties hereto acknowledge and agree that, for all purposes of this Agreement is limited to the Underwriting Information. The Company represents that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, comply in all material respects with the requirements of Rules 164 Securities Act and 433 the rules and regulations of the Rules Commission thereunder, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and, when taken together with the Registration Statement and Regulations applicable the Prospectus accompanying, or delivered prior to any Issuer delivery of, such Permitted Free Writing Prospectus, including did not, as of its issue date and at all subsequent times through the requirements completion of the public offer and sale of the Shares or until any earlier date that the Company notified or notifies the Managers, the Forward Purchasers and the Forward Sellers, and will not, when considered together with the General Disclosure Package, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Company makes no representation or warranty with respect to any statements or omissions made in each such Permitted Free Writing Prospectus in reliance upon and in conformity with information relating to timely filing with the CommissionManagers, legending and record keeping and will not take any action that would reasonably be expected to result in an Underwriter the Forward Purchasers or the Forward Sellers furnished to the Company being required to file with in writing by the Commission pursuant to Rule 433(d) of Managers, the Rules and Regulations a free writing prospectus prepared by Forward Purchasers or on behalf of such Underwriter that such Underwriter otherwise would not have been required to file thereunder. The Company will satisfy the condition Forward Sellers expressly for use in Rule 433 of the Rules and Regulations to avoid a requirement to file with the Commission any electronic road showPermitted Free Writing Prospectus.

Permitted Free Writing Prospectus. Prior to the execution of this Agreement, the Company has not, directly or indirectly, offered or sold any of the Shares by means of any “prospectus” (within the meaning of the Securities Act) or used any “prospectus” (within the meaning of the Securities Act) in connection with the offer or sale of the Shares, in each case other than the Basic Prospectus. The Company represents and agrees that, unless it obtains the prior consent of the RepresentativesAgents, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company Forward Sellers and the RepresentativesForward Purchasers (which consent will not be unreasonably withheld, conditioned or delayed) until the termination of this Agreement, it has not made and will not make any offer relating to the Stock Shares that would constitute an “issuer free writing prospectus” (as defined in Rule 433 under the Securities Act) or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 of under the Rules Securities Act) other than any Permitted Free Writing Prospectus made pursuant to this Agreement or any Terms Agreement. Any such free writing prospectus relating to the Shares consented to by the Company and Regulations unless the prior written consent of Agents, the Representatives has been received (each, Forward Sellers and the Forward Purchasers is hereinafter referred to as a “Permitted Free Writing Prospectus”); provided, that the prior written consent ,” and for purposes of the Representatives hereto shall be deemed to have been given representations and warranties set forth in respect of the Issuer Free Writing Prospectuses included in Schedule C hereto. The foregoing sentence does not apply to statements in or omissions from any this Section 3, “Permitted Free Writing Prospectus” shall mean such free writing prospectus as further supplemented or amended by any later Permitted Free Writing Prospectus, Prospectus in reliance upon, and in conformity with, written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein which the parties hereto acknowledge and agree that, for all purposes of this Agreement is limited to the Underwriting InformationIncorporated Document. The Company represents that it has treated complied and agrees that it will treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, comply in all material respects with the requirements of Rules 164 and Rule 433 of under the Rules and Regulations Securities Act applicable to any Issuer Permitted Free Writing Prospectus, including the requirements relating to timely filing with the CommissionCommission where required, legending and record keeping keeping. The conditions set forth in one or more of subclauses (i) through (iv), inclusive, of Rule 433(b)(1) under the Securities Act are satisfied, and will not take any action that would reasonably be expected the registration statement relating to result in an Underwriter the offering of the Shares contemplated hereby, as initially filed with the Commission, includes a prospectus that, other than by reason of Rule 433 or Rule 431 under the Securities Act, satisfies the requirements of Section 10 of the Securities Act; the Company being required to file is not disqualified, by reason of Rule 164(f) or (g) under the Securities Act, from using, in connection with the Commission offer and sale of the Shares, “free writing prospectuses” (as defined in Rule 405 under the Securities Act) pursuant to Rules 164 and 433 under the Securities Act; the Company is not an “ineligible issuer” (as defined in Rule 433(d405 under the Securities Act) as of the eligibility determination date for purposes of Rules 164 and Regulations a free writing prospectus prepared by or on behalf of such Underwriter that such Underwriter otherwise would not have been required 433 under the Securities Act with respect to file thereunder. The Company will satisfy the condition in Rule 433 offering of the Rules and Regulations to avoid a requirement to file with Shares contemplated by the Commission any electronic road showRegistration Statement.

Permitted Free Writing Prospectus. Prior to the execution of this Agreement, the Company has not, directly or indirectly, offered or sold any of the Shares by means of any “prospectus” (within the meaning of the Securities Act) or used any “prospectus” (within the meaning of the Securities Act) in connection with the offer or sale of the Shares, in each case other than the Basic Prospectus. The Company represents and agrees that, unless it obtains the prior consent of the RepresentativesSales Agent (which consent will not be unreasonably withheld, and each Underwriter represents and agrees that, unless it obtains conditioned or delayed) until the prior consent termination of the Company and the Representativesthis Agreement, it has not made and will not make any offer relating to the Stock Shares that would constitute an “issuer free writing prospectus” (as defined in Rule 433 under the Securities Act) or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 of under the Rules Securities Act) other than any Permitted Free Writing Prospectus made pursuant to this Agreement or any Terms Agreement. Any such free writing prospectus relating to the Shares consented to by the Company and Regulations unless the prior written consent of the Representatives has been received (each, Sales Agent is hereinafter referred to as a “Permitted Free Writing Prospectus”); provided, that the prior written consent ,” and for purposes of the Representatives hereto shall be deemed to have been given representations and warranties set forth in respect of the Issuer Free Writing Prospectuses included in Schedule C hereto. The foregoing sentence does not apply to statements in or omissions from any this Section 3, “Permitted Free Writing Prospectus” shall mean such free writing prospectus as further supplemented or amended by any later Permitted Free Writing Prospectus, Prospectus in reliance upon, and in conformity with, written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein which the parties hereto acknowledge and agree that, for all purposes of this Agreement is limited to the Underwriting InformationIncorporated Document. The Company represents that it has treated complied and agrees that it will treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, comply in all material respects with the requirements of Rules 164 and Rule 433 of under the Rules and Regulations Securities Act applicable to any Issuer Permitted Free Writing Prospectus, including the requirements relating to timely filing with the CommissionCommission where required, legending and record keeping keeping. The conditions set forth in one or more of subclauses (i) through (iv), inclusive, of Rule 433(b)(1) under the Securities Act are satisfied, and will not take any action that would reasonably be expected the registration statement relating to result in an Underwriter the offering of the Shares contemplated hereby, as initially filed with the Commission, includes a prospectus that, other than by reason of Rule 433 or Rule 431 under the Securities Act, satisfies the requirements of Section 10 of the Securities Act; the Company being required to file is not disqualified, by reason of Rule 164(f) or (g) under the Securities Act, from using, in connection with the Commission offer and sale of the Shares, “free writing prospectuses” (as defined in Rule 405 under the Securities Act) pursuant to Rules 164 and 433 under the Securities Act; the Company is not an “ineligible issuer” (as defined in Rule 433(d405 under the Securities Act) as of the eligibility determination date for purposes of Rules 164 and Regulations a free writing prospectus prepared by or on behalf of such Underwriter that such Underwriter otherwise would not have been required 433 under the Securities Act with respect to file thereunder. The Company will satisfy the condition in Rule 433 offering of the Rules and Regulations to avoid a requirement to file with Shares contemplated by the Commission any electronic road showRegistration Statement.

Permitted Free Writing Prospectus. Prior to the execution of this Agreement, the Partnership has not, directly or indirectly, offered or sold any of the Units by means of any “prospectus” (within the meaning of the Securities Act) or used any “prospectus” (within the meaning of the Securities Act) in connection with the offer or sale of the Units, in each case other than the Basic Prospectus. The Company Partnership represents and agrees that, unless it obtains the prior consent of the RepresentativesRepresentative (which consent will not be unreasonably withheld, and each Underwriter represents and agrees that, unless it obtains conditioned or delayed) until the prior consent termination of the Company and the Representativesthis Agreement, it has not made and will not make any offer relating to the Stock Units that would constitute an “issuer free writing prospectus” (as defined in Rule 433 under the Securities Act) or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 of under the Rules Securities Act) other than any Permitted Free Writing Prospectus made pursuant to this Agreement or any Terms Agreement. Any such free writing prospectus relating to the Units consented to by the Partnership and Regulations unless the prior written consent of the Representatives has been received (each, Representative is hereinafter referred to as a “Permitted Free Writing Prospectus”); provided, that the prior written consent ,” and for purposes of the Representatives hereto shall be deemed to have been given representations and warranties set forth in respect of the Issuer Free Writing Prospectuses included in Schedule C hereto. The foregoing sentence does not apply to statements in or omissions from any this Section 3, “Permitted Free Writing Prospectus” shall mean such free writing prospectus as further supplemented or amended by any later Permitted Free Writing Prospectus, Prospectus in reliance upon, and in conformity with, written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein which the parties hereto acknowledge and agree that, for all purposes of this Agreement is limited to the Underwriting InformationIncorporated Document. The Company Partnership represents that it has treated complied and agrees that it will treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, comply in all material respects with the requirements of Rules 164 and Rule 433 of under the Rules and Regulations Securities Act applicable to any Issuer Permitted Free Writing Prospectus, including the requirements relating to timely filing with the CommissionCommission where required, legending and record keeping keeping. The conditions set forth in one or more of subclauses (i) through (iv), inclusive, of Rule 433(b)(1) under the Securities Act are satisfied, and will not take any action that would reasonably be expected the Registration Statement relating to result in an Underwriter or the Company being required to file offering of the Units contemplated hereby, as initially filed with the Commission Commission, includes a prospectus that, other than by reason of Rule 433 or Rule 431 under the Securities Act, satisfies the requirements of Section 10 of the Securities Act; the Partnership is not disqualified, by reason of Rule 164(f) or under the Securities Act, from using, in connection with the offer and sale of the Units, “free writing prospectuses” (as defined in Rule 405 under the Securities Act) pursuant to Rules 164 and 433 under the Securities Act; the Partnership is not an “ineligible issuer” (as defined in Rule 433(d405 under the Securities Act) as of the eligibility determination date for purposes of Rules 164 and Regulations a free writing prospectus prepared by or on behalf of such Underwriter that such Underwriter otherwise would not have been required 433 under the Securities Act with respect to file thereunder. The Company will satisfy the condition in Rule 433 offering of the Rules and Regulations to avoid a requirement to file with Units contemplated by the Commission any electronic road showRegistration Statement.

Permitted Free Writing Prospectus. Prior to the execution of this Agreement, the Company has not, directly or indirectly, offered or sold any of the Shares by means of any “prospectus” (within the meaning of the Act) or used any “prospectus” (within the meaning of the Act) in connection with the offer or sale of the Shares, in each case other than the Base Prospectus. The Company represents and agrees that, unless it obtains the prior consent of the RepresentativesAgents, and each Underwriter represents and agrees that, unless it obtains until the prior consent termination of the Company and the Representativesthis Agreement, it has not made and will not make any offer relating to the Stock Shares that would constitute an “issuer free writing prospectus” (as defined in Rule 433 under the Act) or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 of under the Rules and Regulations unless Act) other than any Permitted Free Writing Prospectus. Any such free writing prospectus relating to the prior written consent of Shares consented to by the Representatives has been received Agents (each, including any Free Writing Prospectus prepared by the Company solely for use in connection with the offering contemplated by a particular Terms Agreement) is hereinafter referred to as a “Permitted Free Writing Prospectus”); provided, that the prior written consent of the Representatives hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included in Schedule C hereto. The foregoing sentence does not apply to statements in or omissions from any Permitted Free Writing Prospectus in reliance upon, and in conformity with, written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein which the parties hereto acknowledge and agree that, for all purposes of this Agreement is limited to the Underwriting Information. .” The Company represents that it has treated complied and agrees that it will treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, comply in all material respects with the requirements of Rules 164 and Rule 433 of under the Rules and Regulations Act applicable to any Issuer Permitted Free Writing Prospectus, including the requirements relating to timely filing with the CommissionCommission where required, legending and record keeping keeping. The conditions set forth in one or more of subclauses (i) through (iv), inclusive, of Rule 433(b)(1) under the Act are satisfied, and will not take any action that would reasonably be expected the registration statement relating to result in an Underwriter or the offering of the Shares contemplated hereby, as initially filed with the Commission, includes a prospectus that, other than by reason of Rule 433 under the Act, satisfies the requirements of Section 10 of the Act; the Company being required to file is not disqualified, by reason of Rule 164(f) or (g) under the Act, from using, in connection with the Commission offer and sale of the Shares, “free writing prospectuses” (as defined in Rule 405 under the Act) pursuant to Rules 164 and 433 under the Act; the Company was as of the latest eligibility determination date and is a “well-known seasoned issuer” (each as defined in Rule 405 under the Act); and, if the latest determination date for purposes of the Rule 164 and 433 under the Act were the date of this Agreement, the Company would not be considered to be an “ineligible issuer” and be considered a “well-known seasoned issuer.” The Company has paid or, no later than the business day after the date of this Agreement, will pay the registration fee for the offering of the Maximum Amount of Shares pursuant to Rule 433(d) of 457 under the Rules and Regulations a free writing prospectus prepared by or on behalf of such Underwriter that such Underwriter otherwise would not have been required to file thereunder. The Company will satisfy the condition in Rule 433 of the Rules and Regulations to avoid a requirement to file with the Commission any electronic road showAct.

Permitted Free Writing Prospectus. The Company represents Transaction Entities (including their agents and agrees thatrepresentatives, unless it obtains other than the prior consent of Managers, the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company Forward Purchasers and the RepresentativesForward Sellers, it has each in their respective capacities) have not made prepared, made, used, authorized, approved or referred to and will not make prepare, make, use, authorize, approve or refer to any offer relating to the Stock that would constitute a “free writing prospectuswritten communication” (as defined in Rule 405 of under the Rules and Regulations unless the prior written consent of the Representatives has been received (each, Securities Act) that constitutes a “free writing prospectus other than a Permitted Free Writing Prospectus”); provided, that which includes (i) the prior written consent documents listed on Schedule I hereto as constituting part of the Representatives hereto shall be deemed to have been given General Disclosure Package and (ii) any broadly available road show or other written communications, in respect of each case approved in writing in advance by the Issuer Free Writing Prospectuses included in Schedule C heretoManagers, the Forward Purchasers and the Forward Sellers. The foregoing sentence does not apply to statements in or omissions from any Each such Permitted Free Writing Prospectus in reliance upon, and in conformity with, written information furnished to the Company through the Representatives by complies or on behalf of any Underwriter specifically for inclusion therein which the parties hereto acknowledge and agree that, for all purposes of this Agreement is limited to the Underwriting Information. The Company represents that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, comply in all material respects with the requirements of Rules 164 Securities Act and 433 the rules and regulations of the Rules Commission thereunder, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and, when taken together with the Registration Statement and Regulations applicable the Prospectus accompanying, or delivered prior to any Issuer delivery of, such Permitted Free Writing Prospectus, including did not, as of its issue date and at all subsequent times through the requirements completion of the public offer and sale of the Shares or until any earlier date that the Company notified or notifies the Managers, the Forward Purchasers and the Forward Sellers, and will not, when considered together with the General Disclose Package, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Transaction Entities make no representation or warranty with respect to any statements or omissions made in each such Permitted Free Writing Prospectus in reliance upon and in conformity with information relating to timely filing with the CommissionManagers, legending and record keeping and will not take any action that would reasonably be expected to result in an Underwriter the Forward Purchasers or the Company being required Forward Sellers furnished to file with the Commission pursuant to Rule 433(d) of Transaction Entities in writing by the Rules and Regulations a free writing prospectus prepared by Managers, the Forward Purchasers or on behalf of such Underwriter that such Underwriter otherwise would not have been required to file thereunder. The Company will satisfy the condition Forward Sellers expressly for use in Rule 433 of the Rules and Regulations to avoid a requirement to file with the Commission any electronic road showPermitted Free Writing Prospectus.

Permitted Free Writing Prospectus. Prior to the execution of this Agreement, the Company has not, directly or indirectly, offered or sold any of the Shares by means of any “prospectus” (within the meaning of the Securities Act) or used any “prospectus” (within the meaning of the Securities Act) in connection with the offer or sale of the Shares, in each case other than the Basic Prospectus. The Company represents and agrees that, unless it obtains the prior consent of Deutsche Bank Securities (which consent will not be unreasonably withheld, conditioned or delayed) until the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent termination of the Company and the Representativesthis Agreement, it has not made and will not make any offer relating to the Stock Shares that would constitute an “issuer free writing prospectus” (as defined in Rule 433 under the Securities Act) or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 of under the Rules Securities Act) other than any Permitted Free Writing Prospectus made pursuant to this Agreement or any Terms Agreement. Any such free writing prospectus relating to the Shares consented to by the Company and Regulations unless the prior written consent of the Representatives has been received (each, Deutsche Bank Securities is hereinafter referred to as a “Permitted Free Writing Prospectus”); provided, that the prior written consent ,” and for purposes of the Representatives hereto shall be deemed to have been given representations and warranties set forth in respect of the Issuer Free Writing Prospectuses included in Schedule C hereto. The foregoing sentence does not apply to statements in or omissions from any this Section 3, “Permitted Free Writing Prospectus” shall mean such free writing prospectus as further supplemented or amended by any later Permitted Free Writing Prospectus, Prospectus in reliance upon, and in conformity with, written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein which the parties hereto acknowledge and agree that, for all purposes of this Agreement is limited to the Underwriting InformationIncorporated Document. The Company represents that it has treated complied and agrees that it will treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, comply in all material respects with the requirements of Rules 164 and Rule 433 of under the Rules and Regulations Securities Act applicable to any Issuer Permitted Free Writing Prospectus, including the requirements relating to timely filing with the CommissionCommission where required, legending and record keeping keeping. The conditions set forth in one or more of subclauses (i) through (iv), inclusive, of Rule 433(b)(1) under the Securities Act are satisfied, and will not take any action that would reasonably be expected the registration statement relating to result in an Underwriter the offering of the Shares contemplated hereby, as initially filed with the Commission, includes a prospectus that, other than by reason of Rule 433 or Rule 431 under the Securities Act, satisfies the requirements of Section 10 of the Securities Act; the Company being required to file is not disqualified, by reason of Rule 164(f) or (g) under the Securities Act, from using, in connection with the Commission offer and sale of the Shares, “free writing prospectuses” (as defined in Rule 405 under the Securities Act) pursuant to Rules 164 and 433 under the Securities Act; the Company is not an “ineligible issuer” (as defined in Rule 433(d405 under the Securities Act) as of the eligibility determination date for purposes of Rules 164 and Regulations a free writing prospectus prepared by or on behalf of such Underwriter that such Underwriter otherwise would not have been required 433 under the Securities Act with respect to file thereunder. The Company will satisfy the condition in Rule 433 offering of the Rules and Regulations to avoid a requirement to file with Shares contemplated by the Commission any electronic road showRegistration Statement.

Permitted Free Writing Prospectus. The Company represents and agrees that, unless it obtains the prior consent of the RepresentativesRepresentative, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the RepresentativesRepresentative, it has not made and will not not, other than the Final Term Sheet (defined below), if any, prepared and filed pursuant to Section 4(i)(d) hereof, make any offer relating to the Stock that would constitute a “free writing prospectus” as defined in Rule 405 of the Rules and Regulations unless the prior written consent of the Representatives Representative has been received (each, a “Permitted Free Writing Prospectus”); provided, provided that the prior written consent of the Representatives Representative hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses Prospectus included in Schedule C B hereto. The foregoing sentence does not apply to statements in or omissions from any Permitted Free Writing Prospectus in reliance upon, and in conformity with, written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein which the parties hereto acknowledge and agree that, for all purposes of this Agreement is limited to the Underwriting Information. The Company represents that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, comply in all material respects with the requirements of Rules 164 and 433 of the Rules and Regulations applicable to any Issuer Free Writing Prospectus, including the requirements relating to timely filing with the Commission, legending and record keeping and will not take any action that would reasonably be expected to result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) of the Rules and Regulations a free writing prospectus prepared by or on behalf of such Underwriter that such Underwriter otherwise would not have been required to file thereunder. The Company will satisfy consents to the condition use by any Underwriter of a free writing prospectus that (a) is not an "issuer free writing prospectus" as defined in Rule 433 of the Rules and Regulations to avoid a requirement to file with Regulations, and (b) contains only (i) information describing the Commission any electronic road showpreliminary terms of the Stock or its offering and (ii) information that described the final terms of the Stock or its offering and that is included in the Final Term Sheet, if any, contemplated in Section 4(i)(d) below.

Permitted Free Writing Prospectus. The Company represents (including its agents and agrees thatrepresentatives, unless it obtains other than the prior consent of Managers, the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company Forward Purchasers and the RepresentativesForward Sellers, it has each in their respective capacities) have not made prepared, made, used, authorized, approved or referred to and will not make prepare, make, use, authorize, approve or refer to any offer relating to the Stock that would constitute a “free writing prospectuswritten communication” (as defined in Rule 405 of under the Rules and Regulations unless the prior written consent of the Representatives has been received (each, Securities Act) that constitutes a “free writing prospectus other than a Permitted Free Writing Prospectus”), which includes (i) the documents listed on Schedule I hereto as constituting part of the General Disclosure Package and (ii) any broadly available road show or other written communications, in each case approved in writing in advance by the Managers, the Forward Purchasers and the Forward Sellers. Each such Permitted Free Writing Prospectus does not include anything that conflicts with the information contained or incorporated by reference in the Registration Statement or the Prospectus; and any such Free Writing Prospectus, when taken together with the Registration Statement and the Prospectus accompanying, or delivered prior to delivery of, such Permitted Free Writing Prospectus, did not, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Shares or until any earlier date that the Company notified or notifies the Managers, the Forward Purchasers and the Forward Sellers, and will not, when considered together with the General Disclosure Package, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the prior written consent of the Representatives hereto shall be deemed to have been given in Company makes no representation or warranty with respect of the Issuer Free Writing Prospectuses included in Schedule C hereto. The foregoing sentence does not apply to statements in or omissions from any made in each such Permitted Free Writing Prospectus in reliance upon, upon and in conformity with, written with any information furnished to the Company through the Representatives in writing by or on behalf of the Managers, the Forward Purchasers or the Forward Sellers for use in any Underwriter specifically for inclusion therein which the parties hereto acknowledge and agree that, for all purposes of this Agreement is limited to the Underwriting Information. The Company represents that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, comply in all material respects with the requirements of Rules 164 and 433 of the Rules and Regulations applicable to any Issuer Free Writing Prospectus, including the requirements relating to timely filing with the Commission, legending and record keeping and will not take any action that would reasonably be expected to result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) of the Rules and Regulations a free writing prospectus prepared by or on behalf of such Underwriter that such Underwriter otherwise would not have been required to file thereunder. The Company will satisfy the condition in Rule 433 of the Rules and Regulations to avoid a requirement to file with the Commission any electronic road show.

Permitted Free Writing Prospectus. The Company represents and agrees that, unless it obtains the prior consent of the RepresentativesRepresentative, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the RepresentativesRepresentative, it has not made and will not not, other than a final term sheet, if any, prepared and filed pursuant to Section 4(d) hereof, make any offer relating to the Stock Securities that would constitute a “free writing prospectus” as defined in Rule 405 of the Rules and Regulations unless the prior written consent of the Representatives Representative has been received (each, a “Permitted Free Writing Prospectus”); provided, provided that the prior written consent of the Representatives Representative hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses Prospectus(es), if any, included in Schedule C hereto. The foregoing sentence does not apply to statements in or omissions from any Permitted Free Writing Prospectus in reliance upon, and in conformity with, written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein which the parties hereto acknowledge and agree that, for all purposes of this Agreement is limited to the Underwriting Information. The Company represents that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, comply in all material respects with the requirements of Rules 164 and 433 of the Rules and Regulations applicable to any Issuer Free Writing Prospectus, including the requirements relating to timely filing with the Commission, legending and record keeping and will not take any action that would reasonably be expected to result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) of the Rules and Regulations a free writing prospectus prepared by or on behalf of such Underwriter that such Underwriter otherwise would not have been required to file thereunder. The Company will satisfy consents to the condition use by any Underwriter of a free writing prospectus that (a) is not an “issuer free writing prospectus” as defined in Rule 433 of the Rules and Regulations to avoid a requirement to file with Regulations, and (b) contains only (i) information describing the Commission any electronic road showpreliminary terms of the Securities or their offering or (ii) information that described the final terms of the Securities or their offering and that is included in the Final Term Sheet (as defined below) of the Company contemplated in Section 4(c) below.

Permitted Free Writing Prospectus. The Company represents Transaction Entities (including their agents and agrees thatrepresentatives, unless it obtains other than the prior consent of the RepresentativesManagers in their capacity as such) have not prepared, and each Underwriter represents and agrees thatmade, unless it obtains the prior consent of the Company and the Representativesused, it has not made authorized, approved or referred to and will not make prepare, make, use, authorize, approve or refer to any offer relating to the Stock that would constitute a “free writing prospectuswritten communication” (as defined in Rule 405 of under the Rules and Regulations unless the prior written consent of the Representatives has been received (each, Securities Act) that constitutes a “free writing prospectus other than a Permitted Free Writing Prospectus”); provided, that which includes (i) the prior written consent documents listed on Schedule I hereto as constituting part of the Representatives hereto shall be deemed to have been given General Disclosure Package and (ii) any broadly available road show or other written communications, in respect of each case approved in writing in advance by the Issuer Free Writing Prospectuses included in Schedule C heretoManagers. The foregoing sentence does not apply to statements in or omissions from any Each such Permitted Free Writing Prospectus in reliance upon, and in conformity with, written information furnished to the Company through the Representatives by complies or on behalf of any Underwriter specifically for inclusion therein which the parties hereto acknowledge and agree that, for all purposes of this Agreement is limited to the Underwriting Information. The Company represents that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, comply in all material respects with the requirements of Rules 164 Securities Act and 433 the rules and regulations of the Rules Commission thereunder, has been or will be (within the time period specified in Rule 433) filed in accordance with the Securities Act (to the extent required thereby) and, when taken together with the Registration Statement and Regulations applicable the Prospectus accompanying, or delivered prior to any Issuer delivery of, such Permitted Free Writing Prospectus, including did not, as of its issue date and at all subsequent times through the requirements completion of the public offer and sale of the Shares or until any earlier date that the Company notified or notifies the Managers, and will not, when considered together with the General Disclose Package, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the Transaction Entities make no representation or warranty with respect to any statements or omissions made in each such Permitted Free Writing Prospectus in reliance upon and in conformity with information relating to timely filing with the Commission, legending and record keeping and will not take Managers furnished to the Transaction Entities in writing by the Managers expressly for use in any action that would reasonably be expected to result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) of the Rules and Regulations a free writing prospectus prepared by or on behalf of such Underwriter that such Underwriter otherwise would not have been required to file thereunder. The Company will satisfy the condition in Rule 433 of the Rules and Regulations to avoid a requirement to file with the Commission any electronic road showPermitted Free Writing Prospectus.

Permitted Free Writing Prospectus. The Company represents that it has not made, and agrees that, unless it obtains the prior written consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the RepresentativesUnderwriters, it has not made and will not make make, any offer relating to the Stock Notes that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 of the Rules and Regulations unless 1933 Act Regulations) required to be filed by the prior written consent Company with the Commission or retained by the Company under Rule 433 of the Representatives has been received (each, a “Permitted Free Writing Prospectus”)1933 Act Regulations; provided, provided that the prior written consent of the Representatives hereto Underwriters shall be deemed to have been given in respect of the each Issuer Free Writing Prospectuses Prospectus, if any, that is included in Schedule C heretoII to this Agreement. The foregoing sentence does not apply Any such free writing prospectus consented to statements in or omissions from any by the Underwriters is hereinafter referred to as a “Permitted Free Writing Prospectus in reliance upon, and in conformity with, written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein which the parties hereto acknowledge and agree that, for all purposes of this Agreement is limited to the Underwriting InformationProspectus”. The Company represents agrees that (i) it has treated and agrees that it will treat treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, comply in all material respects and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Rules and 1933 Act Regulations applicable to any Issuer Permitted Free Writing Prospectus, including the requirements relating to in respect in timely filing with the Commission, legending and record keeping and keeping. The Underwriters agree that, unless they obtain the prior written consent of the Company, they will not take make any action offer relating to the Notes that would reasonably be expected to result constitute a “free writing prospectus” (as defined in an Underwriter or Rule 405 of the Company being 1933 Act Regulations) required to file be filed with the Commission pursuant to under Rule 433(d) 433 of the Rules and Regulations a 1933 Act Regulations; provided that the prior written consent of the Company shall be deemed to have been given in respect of any free writing prospectus prepared by or on behalf of such Underwriter that such Underwriter otherwise would (a) is not have been required to file thereunder. The Company will satisfy the condition an “issuer free writing prospectus” (as defined in Rule 433 of the Rules 1933 Act Regulations), and (b) contains only (i) information describing the preliminary terms of the Notes or their offering, (ii) information permitted by Rule 134 of the 1933 Act Regulations to avoid a requirement to file with or (iii) information that describes the Commission any electronic road showfinal terms of the Notes or their offering and that is included in the Final Term Sheet contemplated in Section 3(f).

Permitted Free Writing Prospectus. Prior to the execution of this Agreement, the Company has not, directly or indirectly, offered or sold any of the Shares by means of any “prospectus” (within the meaning of the Securities Act) or used any “prospectus” (within the meaning of the Securities Act) in connection with the offer or sale of the Shares, in each case other than the Basic Prospectus. The Company represents and agrees that, unless it obtains the prior consent of [Name of Agent] (which consent will not be unreasonably withheld, conditioned or delayed) until the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent termination of the Company and the Representativesthis Agreement, it has not made and will not make any offer relating to the Stock Shares that would constitute an “issuer free writing prospectus” (as defined in Rule 433 under the Securities Act) or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 under the Securities Act) other than any Permitted Free Writing Prospectus made pursuant to this Agreement or any Terms Agreement. Any such free writing prospectus relating to the Shares consented to by the Company and [Name of the Rules and Regulations unless the prior written consent of the Representatives has been received (each, Agent] is hereinafter referred to as a “Permitted Free Writing Prospectus”); provided, that the prior written consent ,” and for purposes of the Representatives hereto shall be deemed to have been given representations and warranties set forth in respect of the Issuer Free Writing Prospectuses included in Schedule C hereto. The foregoing sentence does not apply to statements in or omissions from any this Section 3, “Permitted Free Writing Prospectus” shall mean such free writing prospectus as further supplemented or amended by any later Permitted Free Writing Prospectus, Prospectus in reliance upon, and in conformity with, written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein which the parties hereto acknowledge and agree that, for all purposes of this Agreement is limited to the Underwriting InformationIncorporated Document. The Company represents that it has treated complied and agrees that it will treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, comply in all material respects with the requirements of Rules 164 and Rule 433 of under the Rules and Regulations Securities Act applicable to any Issuer Permitted Free Writing Prospectus, including the requirements relating to timely filing with the CommissionCommission where required, legending and record keeping keeping. The conditions set forth in one or more of subclauses (i) through (iv), inclusive, of Rule 433(b)(1) under the Securities Act are satisfied, and will not take any action that would reasonably be expected the registration statement relating to result in an Underwriter the offering of the Shares contemplated hereby, as initially filed with the Commission, includes a prospectus that, other than by reason of Rule 433 or Rule 431 under the Securities Act, satisfies the requirements of Section 10 of the Securities Act; the Company being required to file is not disqualified, by reason of Rule 164(f) or (g) under the Securities Act, from using, in connection with the Commission offer and sale of the Shares, “free writing prospectuses” (as defined in Rule 405 under the Securities Act) pursuant to Rules 164 and 433 under the Securities Act; the Company is not an “ineligible issuer” (as defined in Rule 433(d405 under the Securities Act) as of the eligibility determination date for purposes of Rules 164 and Regulations a free writing prospectus prepared by or on behalf of such Underwriter that such Underwriter otherwise would not have been required 433 under the Securities Act with respect to file thereunder. The Company will satisfy the condition in Rule 433 offering of the Rules and Regulations to avoid a requirement to file with Shares contemplated by the Commission any electronic road showRegistration Statement.

Permitted Free Writing Prospectus. The Company represents and agrees that, unless it obtains the prior consent of the RepresentativesRepresentative, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the RepresentativesRepresentative, it has not made and will not not, other than the final term sheet, if any, prepared and filed pursuant to Section 4(i)(c) hereof, make any offer relating to the Stock Shares that would constitute a “free writing prospectus” as defined in Rule 405 of the Rules and Regulations unless the prior written consent of the Representatives Representative has been received (each, a “Permitted Free Writing Prospectus”); provided, provided that the prior written consent of the Representatives Representative hereto shall be deemed to have been given in respect of the each Issuer Free Writing Prospectuses Prospectus included in Schedule C hereto. The foregoing sentence does not apply to statements in or omissions from any Permitted Free Writing Prospectus in reliance upon, and in conformity with, written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein which the parties hereto acknowledge and agree that, for all purposes of this Agreement is limited to the Underwriting Information. The Company represents that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, comply in all material respects with the requirements of Rules 164 and 433 of the Rules and Regulations applicable to any Issuer Free Writing Prospectus, including the requirements relating to timely filing with the Commission, legending and record keeping and will not take any action that would reasonably be expected to result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) of the Rules and Regulations a free writing prospectus prepared by or on behalf of such Underwriter that such Underwriter otherwise would not have been required to file thereunder. The Company will satisfy consents to the condition use by any Underwriter of a free writing prospectus that (a) is not an "issuer free writing prospectus" as defined in Rule 433 of the Rules and Regulations to avoid a requirement to file with Regulations, and (b) contains only (i) information describing the Commission any electronic road showpreliminary terms of the Shares or their offering of (ii) information that described the final terms of the Shares or their offering and that is included in the Final Term Sheet (as defined below) of the Company contemplated in Section 4(i)(c) below.

Permitted Free Writing Prospectus. Prior to the execution of this Agreement, the Company has not, directly or indirectly, offered or sold any of the Shares by means of any “prospectus” (within the meaning of the Securities Act) or used any “prospectus” (within the meaning of the Securities Act) in connection with the offer or sale of the Shares, in each case other than the Basic Prospectus. The Company represents and agrees that, unless it obtains the prior consent of Jefferies (which consent will not be unreasonably withheld, conditioned or delayed) until the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent termination of the Company and the Representativesthis Agreement, it has not made and will not make any offer relating to the Stock Shares that would constitute an “issuer free writing prospectus” (as defined in Rule 433 under the Securities Act) or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 of under the Rules Securities Act) other than any Permitted Free Writing Prospectus made pursuant to this Agreement or any Terms Agreement. Any such free writing prospectus relating to the Shares consented to by the Company and Regulations unless the prior written consent of the Representatives has been received (each, Jefferies is hereinafter referred to as a “Permitted Free Writing Prospectus”); provided, that the prior written consent ,” and for purposes of the Representatives hereto shall be deemed to have been given representations and warranties set forth in respect of the Issuer Free Writing Prospectuses included in Schedule C hereto. The foregoing sentence does not apply to statements in or omissions from any this Section 3, “Permitted Free Writing Prospectus” shall mean such free writing prospectus as further supplemented or amended by any later Permitted Free Writing Prospectus, Prospectus in reliance upon, and in conformity with, written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein which the parties hereto acknowledge and agree that, for all purposes of this Agreement is limited to the Underwriting InformationIncorporated Document. The Company represents that it has treated complied and agrees that it will treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, comply in all material respects with the requirements of Rules 164 and Rule 433 of under the Rules and Regulations Securities Act applicable to any Issuer Permitted Free Writing Prospectus, including the requirements relating to timely filing with the CommissionCommission where required, legending and record keeping keeping. The conditions set forth in one or more of subclauses (i) through (iv), inclusive, of Rule 433(b)(1) under the Securities Act are satisfied, and will not take any action that would reasonably be expected the registration statement relating to result in an Underwriter the offering of the Shares contemplated hereby, as initially filed with the Commission, includes a prospectus that, other than by reason of Rule 433 or Rule 431 under the Securities Act, satisfies the requirements of Section 10 of the Securities Act; the Company being required to file is not disqualified, by reason of Rule 164(f) or (g) under the Securities Act, from using, in connection with the Commission offer and sale of the Shares, “free writing prospectuses” (as defined in Rule 405 under the Securities Act) pursuant to Rules 164 and 433 under the Securities Act; the Company is not an “ineligible issuer” (as defined in Rule 433(d405 under the Securities Act) as of the eligibility determination date for purposes of Rules 164 and Regulations a free writing prospectus prepared by or on behalf of such Underwriter that such Underwriter otherwise would not have been required 433 under the Securities Act with respect to file thereunder. The Company will satisfy the condition in Rule 433 offering of the Rules and Regulations to avoid a requirement to file with Shares contemplated by the Commission any electronic road showRegistration Statement.

Permitted Free Writing Prospectus. The Company represents and agrees thatOther than a Preliminary Prospectus, unless it obtains the prior consent of Pricing Disclosure Package, the RepresentativesProspectus or a Permitted Free Writing Prospectus, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company (including its subsidiaries, agents and representatives, other than the Representatives, it Underwriters in their capacity as such) has not made made, used, prepared, authorized, approved or referred to and will not make prepare, make, use, authorize, approve or refer to any offer relating to the Stock that would constitute a “free writing prospectuswritten communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares other than any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Rules and Regulations unless Securities Act or Rule 134 under the prior written consent Securities Act. No order preventing or suspending the use of the Representatives has been received (each, a “Permitted Free Writing Prospectus”); provided, that the prior written consent of the Representatives hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included in Schedule C hereto. The foregoing sentence does not apply to statements in or omissions from any Permitted Free Writing Prospectus in reliance uponhas been issued by the Commission, and in conformity with, written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein which the parties hereto acknowledge and agree that, for all purposes of this Agreement is limited to the Underwriting Information. The Company represents that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, complies and will comply in all material respects with the requirements of Securities Act, was and will be filed in accordance with the Securities Act (to the extent required thereby) and does not conflict with the information contained in the Registration Statement, the Pricing Prospectus or the Prospectus. The Company has not, directly or indirectly, prepared, used or referred to any Permitted Free Writing Prospectus except in compliance with Rules 164 and 433 of under the Rules and Regulations applicable to any Issuer Securities Act and, assuming that such Permitted Free Writing Prospectus, including Prospectus is so sent or given after the requirements relating to timely filing with the Commission, legending and record keeping and will not take any action that would reasonably be expected to result in an Underwriter or the Company being required to file Registration Statement was filed with the Commission (and after such Permitted Free Writing Prospectus was, if required pursuant to Rule 433(d) under the Act, filed with the Commission), the sending or giving, by any Underwriter, of the Rules and Regulations a free writing prospectus prepared by or on behalf of such Underwriter that such Underwriter otherwise would not have been required to file thereunder. The Company any Permitted Free Writing Prospectus will satisfy the condition in provisions of Rule 164 or Rule 433 (without reliance on subsections (b), (c) and (d) of Rule 164). Each Permitted Free Writing Prospectus, as supplemented by and taken together with the Pricing Prospectus as of the Rules Applicable Time, and Regulations to avoid a requirement to file when taken together with the Commission Prospectus as of its date and at all subsequent times through the last Closing Date, did not and will not contain any electronic road showuntrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions made in each such Permitted Free Writing Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use in any Permitted Free Writing Prospectus, it being understood and agreed that the only such information furnished by the Representative consists of the information described as such in Section 7.3 hereof.

Permitted Free Writing Prospectus. The Company represents and agrees that, unless it obtains the prior written consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior written consent of the Company and the Representatives, it has not made and will not not, other than the Final Term Sheet (as defined below), if any, prepared and filed pursuant to Section 4(i)(c) hereof, make any offer relating to the Stock that would constitute a “free writing prospectus” as defined in Rule 405 of the Rules and Regulations unless the prior written consent of the Representatives has been received (each, a “Permitted Free Writing Prospectus”); provided, provided that the prior written consent of the Representatives hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses Prospectus included in Schedule C B hereto. The foregoing sentence does not apply to statements in or omissions from any Permitted Free Writing Prospectus in reliance upon, and in conformity with, written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein which the parties hereto acknowledge and agree that, for all purposes of this Agreement is limited to the Underwriting Information. The Company represents that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, comply in all material respects with the requirements of Rules 164 and 433 of the Rules and Regulations applicable to any Issuer Free Writing Prospectus, including the requirements relating to timely filing with the Commission, legending and record keeping and will not take any action that would reasonably be expected to result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) of the Rules and Regulations a free writing prospectus prepared by or on behalf of such Underwriter that such Underwriter otherwise would not have been required to file thereunder. The Company will satisfy consents to the condition use by any Underwriter of a free writing prospectus that (a) is not an "issuer free writing prospectus" as defined in Rule 433 of the Rules and Regulations to avoid a requirement to file with Regulations, and (b) contains only (i) information describing the Commission any electronic road showpreliminary terms of the Stock or its offering and (ii) information that described the final terms of the Stock or its offering and that is included in the Final Term Sheet, if any, contemplated in Section 4(i)(c) below.

Permitted Free Writing Prospectus. Prior to the execution of this Agreement, the Company has not, directly or indirectly, offered or sold any of the Shares by means of any “prospectus” (within the meaning of the Securities Act) or used any “prospectus” (within the meaning of the Securities Act) in connection with the offer or sale of the Shares, in each case other than the Basic Prospectus. The Company represents and agrees that, unless it obtains the prior consent of Xxxxxx Xxxxxxx (which consent will not be unreasonably withheld, conditioned or delayed) until the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent termination of the Company and the Representativesthis Agreement, it has not made and will not make any offer relating to the Stock Shares that would constitute an “issuer free writing prospectus” (as defined in Rule 433 under the Securities Act) or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 of under the Rules Securities Act) other than any Permitted Free Writing Prospectus made pursuant to this Agreement or any Terms Agreement. Any such free writing prospectus relating to the Shares consented to by the Company and Regulations unless the prior written consent of the Representatives has been received (each, Xxxxxx Xxxxxxx is hereinafter referred to as a “Permitted Free Writing Prospectus”); provided, that the prior written consent ,” and for purposes of the Representatives hereto shall be deemed to have been given representations and warranties set forth in respect of the Issuer Free Writing Prospectuses included in Schedule C hereto. The foregoing sentence does not apply to statements in or omissions from any this Section 3, “Permitted Free Writing Prospectus” shall mean such free writing prospectus as further supplemented or amended by any later Permitted Free Writing Prospectus, Prospectus in reliance upon, and in conformity with, written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein which the parties hereto acknowledge and agree that, for all purposes of this Agreement is limited to the Underwriting InformationIncorporated Document. The Company represents that it has treated complied and agrees that it will treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, comply in all material respects with the requirements of Rules 164 and Rule 433 of under the Rules and Regulations Securities Act applicable to any Issuer Permitted Free Writing Prospectus, including the requirements relating to timely filing with the CommissionCommission where required, legending and record keeping keeping. The conditions set forth in one or more of subclauses (i) through (iv), inclusive, of Rule 433(b)(1) under the Securities Act are satisfied, and will not take any action that would reasonably be expected the registration statement relating to result in an Underwriter the offering of the Shares contemplated hereby, as initially filed with the Commission, includes a prospectus that, other than by reason of Rule 433 or Rule 431 under the Securities Act, satisfies the requirements of Section 10 of the Securities Act; the Company being required to file is not disqualified, by reason of Rule 164(f) or (g) under the Securities Act, from using, in connection with the Commission offer and sale of the Shares, “free writing prospectuses” (as defined in Rule 405 under the Securities Act) pursuant to Rules 164 and 433 under the Securities Act; the Company is not an “ineligible issuer” (as defined in Rule 433(d405 under the Securities Act) as of the eligibility determination date for purposes of Rules 164 and Regulations a free writing prospectus prepared by or on behalf of such Underwriter that such Underwriter otherwise would not have been required 433 under the Securities Act with respect to file thereunder. The Company will satisfy the condition in Rule 433 offering of the Rules and Regulations to avoid a requirement to file with Shares contemplated by the Commission any electronic road showRegistration Statement.

Permitted Free Writing Prospectus. The Company represents and agrees thatOther than a Preliminary Prospectus, unless it obtains the prior consent of Pricing Disclosure Package, the RepresentativesProspectus or a Permitted Free Writing Prospectus, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company (including its subsidiaries, agents and representatives, other than the Representatives, it Underwriters in their capacity as such) has not made made, used, prepared, authorized, approved or referred to and will not make prepare, make, use, authorize, approve or refer to any offer relating to the Stock that would constitute a “free writing prospectuswritten communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares other than any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Rules and Regulations unless Securities Act or Rule 134 under the prior written consent Securities Act. No order preventing or suspending the use of the Representatives has been received (each, a “Permitted Free Writing Prospectus”); provided, that the prior written consent of the Representatives hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses included in Schedule C hereto. The foregoing sentence does not apply to statements in or omissions from any Permitted Free Writing Prospectus in reliance uponhas been issued by the Commission, and in conformity with, written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein which the parties hereto acknowledge and agree that, for all purposes of this Agreement is limited to the Underwriting Information. The Company represents that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, complies and will comply in all material respects with the requirements of Securities Act, was and will be filed in accordance with the Securities Act (to the extent required thereby) and does not conflict with the information contained in the Registration Statement, the Pricing Prospectus or the Prospectus. The Company has not, directly or indirectly, prepared, used or referred to any Permitted Free Writing Prospectus except in compliance with Rules 164 and 433 of under the Rules and Regulations applicable to any Issuer Securities Act and, assuming that such Permitted Free Writing Prospectus, including Prospectus is so sent or given after the requirements relating to timely filing with the Commission, legending and record keeping and will not take any action that would reasonably be expected to result in an Underwriter or the Company being required to file Registration Statement was filed with the Commission (and after such Permitted Free Writing Prospectus was, if required pursuant to Rule 433(d) under the Act, filed with the Commission), the sending or giving, by any Underwriter, of the Rules and Regulations a free writing prospectus prepared by or on behalf of such Underwriter that such Underwriter otherwise would not have been required to file thereunder. The Company any Permitted Free Writing Prospectus will satisfy the condition in provisions of Rule 164 or Rule 433 (without reliance on subsections (b), (c) and (d) of Rule 164). Each Permitted Free Writing Prospectus, as supplemented by and taken together with the Pricing Prospectus as of the Rules Applicable Time, and Regulations to avoid a requirement to file when taken together with the Commission Prospectus as of its date and at all subsequent times through the last Closing Date, did not and will not contain any electronic road showuntrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions made in each such Permitted Free Writing Prospectus in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in any Permitted Free Writing Prospectus, it being understood and agreed that the only such information furnished by the Representatives consists of the information described as such in Section 7.3 hereof.

Permitted Free Writing Prospectus. Prior to the execution of this Agreement, the Partnership has not, directly or indirectly, offered or sold any of the Units by means of any “prospectus” (within the meaning of the Securities Act) or used any “prospectus” (within the meaning of the Securities Act) in connection with the offer or sale of the Units, in each case other than the Basic Prospectus. The Company Partnership represents and agrees that, unless it obtains the prior consent of MLV (which consent will not be unreasonably withheld, conditioned or delayed) until the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent termination of the Company and the Representativesthis Agreement, it has not made and will not make any offer relating to the Stock Units that would constitute an “issuer free writing prospectus” (as defined in Rule 433 under the Securities Act) or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 of under the Rules Securities Act) other than any Permitted Free Writing Prospectus made pursuant to this Agreement or any Terms Agreement. Any such free writing prospectus relating to the Units consented to by the Partnership and Regulations unless the prior written consent of the Representatives has been received (each, MLV is hereinafter referred to as a “Permitted Free Writing Prospectus”); provided, that the prior written consent ,” and for purposes of the Representatives hereto shall be deemed to have been given representations and warranties set forth in respect of the Issuer Free Writing Prospectuses included in Schedule C hereto. The foregoing sentence does not apply to statements in or omissions from any this Section 3, “Permitted Free Writing Prospectus” shall mean such free writing prospectus as further supplemented or amended by any later Permitted Free Writing Prospectus, Prospectus in reliance upon, and in conformity with, written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein which the parties hereto acknowledge and agree that, for all purposes of this Agreement is limited to the Underwriting InformationIncorporated Document. The Company Partnership represents that it has treated complied and agrees that it will treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, comply in all material respects with the requirements of Rules 164 and Rule 433 of under the Rules and Regulations Securities Act applicable to any Issuer Permitted Free Writing Prospectus, including the requirements relating to timely filing with the CommissionCommission where required, legending and record keeping keeping. The conditions set forth in one or more of subclauses (i) through (iv), inclusive, of Rule 433(b)(1) under the Securities Act are satisfied, and will not take any action that would reasonably be expected the Registration Statement relating to result in an Underwriter or the Company being required to file offering of the Units contemplated hereby, as initially filed with the Commission Commission, includes a prospectus that, other than by reason of Rule 433 or Rule 431 under the Securities Act, satisfies the requirements of Section 10 of the Securities Act; the Partnership is not disqualified, by reason of Rule 164(f) or under the Securities Act, from using, in connection with the offer and sale of the Units, “free writing prospectuses” (as defined in Rule 405 under the Securities Act) pursuant to Rules 164 and 433 under the Securities Act; the Partnership is not an “ineligible issuer” (as defined in Rule 433(d405 under the Securities Act) as of the eligibility determination date for purposes of Rules 164 and Regulations a free writing prospectus prepared by or on behalf of such Underwriter that such Underwriter otherwise would not have been required 433 under the Securities Act with respect to file thereunder. The Company will satisfy the condition in Rule 433 offering of the Rules and Regulations to avoid a requirement to file with Units contemplated by the Commission any electronic road showRegistration Statement.

Permitted Free Writing Prospectus. Prior to the execution of this Agreement, the Company has not, directly or indirectly, offered or sold any of the Shares by means of any “prospectus” (within the meaning of the Securities Act) or used any “prospectus” (within the meaning of the Securities Act) in connection with the offer or sale of the Shares, in each case other than the Base Prospectus. The Company represents and agrees that, unless it obtains the prior consent of the RepresentativesAgent (which consent will not be unreasonably withheld, and each Underwriter represents and agrees that, unless it obtains conditioned or delayed) until the prior consent termination of the Company and the Representativesthis Agreement, it has not made and will not make any offer relating to the Stock Shares that would constitute an “issuer free writing prospectus” (as defined in Rule 433 under the Securities Act) or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 of under the Rules Securities Act) other than any Permitted Free Writing Prospectus made pursuant to this Agreement or any Terms Agreement. Any such free writing prospectus relating to the Shares consented to by the Company and Regulations unless the prior written consent of the Representatives has been received (each, Agent is hereinafter referred to as a “Permitted Free Writing Prospectus”); provided, that the prior written consent ,” and for purposes of the Representatives hereto shall be deemed to have been given representations and warranties set forth in respect of the Issuer Free Writing Prospectuses included in Schedule C hereto. The foregoing sentence does not apply to statements in or omissions from any this Section 3, “Permitted Free Writing Prospectus” shall mean such free writing prospectus as further supplemented or amended by any later Permitted Free Writing Prospectus, Prospectus in reliance upon, and in conformity with, written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein which the parties hereto acknowledge and agree that, for all purposes of this Agreement is limited to the Underwriting InformationIncorporated Document. The Company represents that it has treated complied and agrees that it will treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, comply in all material respects with the requirements of Rules 164 and Rule 433 of under the Rules and Regulations Securities Act applicable to any Issuer Permitted Free Writing Prospectus, including the requirements relating to timely filing with the CommissionCommission where required, legending and record keeping keeping. The conditions set forth in one or more of subclauses (i) through (iv), inclusive, of Rule 433(b)(1) under the Securities Act are satisfied, and will not take any action that would reasonably be expected the registration statement relating to result in an Underwriter the offering of the Shares contemplated hereby, as initially filed with the Commission, includes a prospectus that, other than by reason of Rule 433 or Rule 431 under the Securities Act, satisfies the requirements of Section 10 of the Securities Act; the Company being required to file is not disqualified, by reason of Rule 164(f) or (g) under the Securities Act, from using, in connection with the Commission offer and sale of the Shares, “free writing prospectuses” (as defined in Rule 405 under the Securities Act) pursuant to Rules 164 and 433 under the Securities Act; the Company is not an “ineligible issuer” (as defined in Rule 433(d405 under the Securities Act) as of the eligibility determination date for purposes of Rules 164 and Regulations a free writing prospectus prepared by or on behalf of such Underwriter that such Underwriter otherwise would not have been required 433 under the Securities Act with respect to file thereunder. The Company will satisfy the condition in Rule 433 offering of the Rules and Regulations to avoid a requirement to file with Shares contemplated by the Commission any electronic road showRegistration Statement.

Permitted Free Writing Prospectus. The Each of the Operating Partnership and the Company represents that it has not made, and agrees that, unless it obtains the prior written consent of the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the RepresentativesUnderwriter, it has not made and will not make make, any offer relating to the Stock Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 of the Rules 1933 Act Regulations) required to be filed by the Operating Partnership and Regulations unless the prior written consent Company with the Commission or retained by the Operating Partnership and the Company under Rule 433 of the Representatives has been received (each, a “Permitted Free Writing Prospectus”)1933 Act Regulations; provided, provided that the prior written consent of the Representatives hereto Underwriter shall be deemed to have been given in respect of the Issuer each Free Writing Prospectuses Prospectus, if any, that is included in Schedule C heretoA to this Agreement. The foregoing sentence does not apply Any such free writing prospectus consented to statements in or omissions from any by the Underwriter is hereinafter referred to as a “Permitted Free Writing Prospectus in reliance upon, Prospectus”. Each of the Operating Partnership and in conformity with, written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein which the parties hereto acknowledge and agree that, for all purposes of this Agreement is limited to the Underwriting Information. The Company represents agrees that (i) it has treated and agrees that it will treat treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, comply in all material respects and (ii) has complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Rules and 1933 Act Regulations applicable to any Issuer Permitted Free Writing Prospectus, including the requirements relating to in respect in timely filing with the Commission, legending and record keeping keeping. The Underwriter agrees that, unless it obtains the prior written consent of the Operating Partnership and the Company, it will not take make any action offer relating to the Securities that would reasonably be expected to result constitute a “free writing prospectus” (as defined in an Underwriter or Rule 405 of the Company being 1933 Act Regulations) required to file be filed with the Commission pursuant to under Rule 433(d) 433 of the Rules 1933 Act Regulations; provided that the prior written consent of the Operating Partnership and Regulations a the Company shall be deemed to have been given in respect of any free writing prospectus prepared by or on behalf of such Underwriter that such Underwriter otherwise would (a) is not have been required to file thereunder. The Company will satisfy the condition an “issuer free writing prospectus” (as defined in Rule 433 of the Rules 1933 Act Regulations), and (b) contains only (i) information describing the preliminary terms of the Securities or their offering, (ii) information permitted by Rule 134 of the 1933 Act Regulations to avoid a requirement to file with or (iii) information that describes the Commission any electronic road showfinal terms of the Securities or their offering and that is included in the Final Term Sheet contemplated in Section 3(f).

Permitted Free Writing Prospectus. The Company represents Offerors represent that they have not made, and agrees agree that, unless it obtains they obtain the prior written consent of the RepresentativesUnderwriters, and each Underwriter represents and agrees that, unless it obtains the prior consent of the Company and the Representatives, it has not made and they will not make make, any offer relating to the Stock Trust Preferred Securities that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 of the Rules and Regulations unless 1933 Act Regulations) required to be filed by the prior written consent Offerors with the Commission or retained by CFC under Rule 433 of the Representatives has been received (each, a “Permitted Free Writing Prospectus”)1933 Act Regulations; provided, provided that the prior written consent of the Representatives hereto Underwriters shall be deemed to have been given in respect of the each Issuer Free Writing Prospectuses Prospectus, if any, that is included in Schedule C heretoII to this Agreement. The foregoing sentence does not apply Any such free writing prospectus consented to statements in or omissions from any by the Underwriters is hereinafter referred to as a “Permitted Free Writing Prospectus in reliance upon, and in conformity with, written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein which the parties hereto acknowledge and agree that, for all purposes of this Agreement is limited to the Underwriting InformationProspectus”. The Company represents Offerors agree that it has (i) they have treated and agrees that it will treat treat, as the case may be, each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, comply in all material respects and (ii) have complied and will comply, as the case may be, with the requirements of Rules 164 and 433 of the Rules and 1933 Act Regulations applicable to any Issuer Permitted Free Writing Prospectus, including the requirements relating to in respect in timely filing with the Commission, legending and record keeping and keeping. The Underwriters agree that, unless they obtain the prior written consent of CFC, they will not take make any action offer relating to the Trust Preferred Securities that would reasonably be expected to result constitute a “free writing prospectus” (as defined in an Underwriter or Rule 405 of the Company being 1933 Act Regulations) required to file be filed with the Commission pursuant to under Rule 433(d) 433 of the Rules and Regulations a 1933 Act Regulations; provided that the prior written consent of CFC shall be deemed to have been given in respect of any free writing prospectus prepared by or on behalf of such Underwriter that such Underwriter otherwise would (a) is not have been required to file thereunder. The Company will satisfy the condition an “issuer free writing prospectus” (as defined in Rule 433 of the Rules 1933 Act Regulations), and (b) contains only (i) information describing the preliminary terms of the Trust Preferred Securities or their offering, (ii) information permitted by Rule 134 of the 1933 Act Regulations to avoid a requirement to file with or (iii) information that describes the Commission any electronic road showfinal terms of the Trust Preferred Securities or their offering and that is included in the Final Term Sheet contemplated in Section 5(vi).

Permitted Free Writing Prospectus. Prior to the execution of this Agreement, the Partnership has not, directly or indirectly, offered or sold any of the Units by means of any “prospectus” (within the meaning of the Securities Act) or used any “prospectus” (within the meaning of the Securities Act) in connection with the offer or sale of the Units, in each case other than the Basic Prospectus. The Company Partnership represents and agrees that, unless it obtains the prior consent of the RepresentativesSales Agents (which consent will not be unreasonably withheld, and each Underwriter represents and agrees that, unless it obtains conditioned or delayed) until the prior consent termination of the Company and the Representativesthis Agreement, it has not made and will not make any offer relating to the Stock Units that would constitute an “issuer free writing prospectus” (as defined in Rule 433 under the Securities Act) or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 of under the Rules Securities Act) other than any Permitted Free Writing Prospectus made pursuant to this Agreement or any Terms Agreement. Any such free writing prospectus relating to the Units consented to by the Partnership and Regulations unless the prior written consent of the Representatives has been received (each, Sales Agents is hereinafter referred to as a “Permitted Free Writing Prospectus”); provided, that the prior written consent ,” and for purposes of the Representatives hereto shall be deemed to have been given representations and warranties set forth in respect of the Issuer Free Writing Prospectuses included in Schedule C hereto. The foregoing sentence does not apply to statements in or omissions from any this Section 3, “Permitted Free Writing Prospectus” shall mean such free writing prospectus as further supplemented or amended by any later Permitted Free Writing Prospectus, Prospectus in reliance upon, and in conformity with, written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein which the parties hereto acknowledge and agree that, for all purposes of this Agreement is limited to the Underwriting InformationIncorporated Document. The Company Partnership represents that it has treated complied and agrees that it will treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, comply in all material respects with the requirements of Rules 164 and Rule 433 of under the Rules and Regulations Securities Act applicable to any Issuer Permitted Free Writing Prospectus, including the requirements relating to timely filing with the CommissionCommission where required, legending and record keeping keeping. The conditions set forth in one or more of subclauses (i) through (iv), inclusive, of Rule 433(b)(1) under the Securities Act are satisfied, and will not take any action that would reasonably be expected the Registration Statement relating to result in an Underwriter or the Company being required to file offering of the Units contemplated hereby, as initially filed with the Commission Commission, includes a prospectus that, other than by reason of Rule 433 or Rule 431 under the Securities Act, satisfies the requirements of Section 10 of the Securities Act; the Partnership is not disqualified, by reason of Rule 164(f) or under the Securities Act, from using, in connection with the offer and sale of the Units, “free writing prospectuses” (as defined in Rule 405 under the Securities Act) pursuant to Rules 164 and 433 under the Securities Act; the Partnership is not an “ineligible issuer” (as defined in Rule 433(d405 under the Securities Act) as of the eligibility determination date for purposes of Rules 164 and Regulations a free writing prospectus prepared by or on behalf of such Underwriter that such Underwriter otherwise would not have been required 433 under the Securities Act with respect to file thereunder. The Company will satisfy the condition in Rule 433 offering of the Rules and Regulations to avoid a requirement to file with Units contemplated by the Commission any electronic road showRegistration Statement.

Permitted Free Writing Prospectus. Prior to the execution of this Agreement, the Company has not, directly or indirectly, offered or sold any of the Shares by means of any “prospectus” (within the meaning of the Securities Act) or used any “prospectus” (within the meaning of the Securities Act) in connection with the offer or sale of the Shares, in each case other than the Basic Prospectus. The Company represents and agrees that, unless it obtains the prior consent of Citigroup (which consent will not be unreasonably withheld, conditioned or delayed) until the Representatives, and each Underwriter represents and agrees that, unless it obtains the prior consent termination of the Company and the Representativesthis Agreement, it has not made and will not make any offer relating to the Stock Shares that would constitute an “issuer free writing prospectus” (as defined in Rule 433 under the Securities Act) or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 of under the Rules Securities Act) other than any Permitted Free Writing Prospectus made pursuant to this Agreement or any Terms Agreement. Any such free writing prospectus relating to the Shares consented to by the Company and Regulations unless the prior written consent of the Representatives has been received (each, Citigroup is hereinafter referred to as a “Permitted Free Writing Prospectus”); provided, that the prior written consent ,” and for purposes of the Representatives hereto shall be deemed to have been given representations and warranties set forth in respect of the Issuer Free Writing Prospectuses included in Schedule C hereto. The foregoing sentence does not apply to statements in or omissions from any this Section 3, “Permitted Free Writing Prospectus” shall mean such free writing prospectus as further supplemented or amended by any later Permitted Free Writing Prospectus, Prospectus in reliance upon, and in conformity with, written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein which the parties hereto acknowledge and agree that, for all purposes of this Agreement is limited to the Underwriting InformationIncorporated Document. The Company represents that it has treated complied and agrees that it will treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, comply in all material respects with the requirements of Rules 164 and Rule 433 of under the Rules and Regulations Securities Act applicable to any Issuer Permitted Free Writing Prospectus, including the requirements relating to timely filing with the CommissionCommission where required, legending and record keeping keeping. The conditions set forth in one or more of subclauses (i) through (iv), inclusive, of Rule 433(b)(1) under the Securities Act are satisfied, and will not take any action that would reasonably be expected the registration statement relating to result in an Underwriter the offering of the Shares contemplated hereby, as initially filed with the Commission, includes a prospectus that, other than by reason of Rule 433 or Rule 431 under the Securities Act, satisfies the requirements of Section 10 of the Securities Act; the Company being required to file is not disqualified, by reason of Rule 164(f) or (g) under the Securities Act, from using, in connection with the Commission offer and sale of the Shares, “free writing prospectuses” (as defined in Rule 405 under the Securities Act) pursuant to Rules 164 and 433 under the Securities Act; the Company is not an “ineligible issuer” (as defined in Rule 433(d405 under the Securities Act) as of the eligibility determination date for purposes of Rules 164 and Regulations a free writing prospectus prepared by or on behalf of such Underwriter that such Underwriter otherwise would not have been required 433 under the Securities Act with respect to file thereunder. The Company will satisfy the condition in Rule 433 offering of the Rules and Regulations to avoid a requirement to file with Shares contemplated by the Commission any electronic road showRegistration Statement.

Permitted Free Writing Prospectus. The Company represents and agrees that, unless it obtains the prior consent of the RepresentativesRepresentative, and each Underwriter Placement Agent represents and agrees that, unless it obtains the prior consent of the Company and the RepresentativesRepresentative, it has not made and will not not, other than a final term sheet, if any, prepared and filed pursuant to Section 5(d) hereof, make any offer relating to the Stock Registered Securities that would constitute a “free writing prospectus” as defined in Rule 405 of the Rules and Regulations unless the prior written consent of the Representatives Representative has been received (each, a “Permitted Free Writing Prospectus”); provided, provided that the prior written consent of the Representatives Representative hereto shall be deemed to have been given in respect of the Issuer Free Writing Prospectuses Prospectus(es), if any, included in Schedule C B hereto. The foregoing sentence does not apply to statements in or omissions from any Permitted Free Writing Prospectus in reliance upon, and in conformity with, written information furnished to the Company through the Representatives by or on behalf of any Underwriter specifically for inclusion therein which the parties hereto acknowledge and agree that, for all purposes of this Agreement is limited to the Underwriting Information. The Company represents that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an Issuer Free Writing Prospectus, comply in all material respects with the requirements of Rules 164 and 433 of the Rules and Regulations applicable to any Issuer Free Writing Prospectus, including the requirements relating to timely filing with the Commission, legending and record keeping and will not take any action that would reasonably be expected to result in an Underwriter a Placement Agent or the Company being required to file with the Commission pursuant to Rule 433(d) of the Rules and Regulations a free writing prospectus prepared by or on behalf of such Underwriter Placement Agent that such Underwriter Placement Agent otherwise would not have been required to file thereunder. The Company will satisfy consents to the condition use by any Placement Agent of a free writing prospectus that (a) is not an “issuer free writing prospectus” as defined in Rule 433 of the Rules and Regulations to avoid a requirement to file with Regulations, and (b) contains only (i) information describing the Commission any electronic road showpreliminary terms of the Registered Securities or their offering or (ii) information that described the final terms of the Registered Securities or their offering and that is included in the Final Term Sheet (as defined below) of the Company contemplated in Section 5(c) below.