Common use of Permitted Free Writing Prospectuses Clause in Contracts

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

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

Permitted Free Writing Prospectuses. The Operating Partnership represents, warrants Company represents and agrees that it has not made and, unless it obtains the prior written consent of the RepresentativesRepresentative, it will not make, and each Underwriter, severally and not jointly, represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Operating Partnership and the Representatives, it will not make, any offer relating to the Securities that constitutes or would constitute an “issuer free writing prospectus” (as defined in Rule 433) or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405) or portion thereof required405 of the Rules and Regulations, in the case of any Underwriters, required to be filed with the Commission or, in or retained by the case Company under Rule 433 of the Operating Partnership, whether or not required to be filed with the CommissionRules and Regulations; provided that the prior written consent of the Operating Partnership and the Representatives Representative hereto shall be deemed to have been given in respect of the Issuer General Use Free Writing Prospectuses, if any, listed on Exhibit C hereto and to any electronic road show Prospectuses included in the form previously provided by the Operating Partnership to and approved by the RepresentativesSchedule I hereto. Any such free writing prospectus consented to or deemed to have been consented to as aforesaid by the Representative is hereinafter herein referred to as a “Permitted Free Writing Prospectus.” The Operating Partnership represents, warrants and Company agrees that (i) it has treated and will treat treat, as the case may be, each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433Issuer Free Writing Prospectus, and (ii) has complied and will comply comply, as the case may be, with the requirements of Rule Rules 164 and 433 of the Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission where requiredCommission, legending and record keeping. For If at any time following the purposes issuance of clarityan Issuer Free Writing Prospectus there occurs an event or development as a result of which such Issuer Free Writing Prospectus would conflict with the information contained in the Registration Statement relating to the Securities or would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the parties hereto agree that all free writing prospectusesCompany will promptly notify the Representative and will promptly amend or supplement, if anyat its own expense, listed in Exhibit C hereto are Permitted such Issuer Free Writing ProspectusesProspectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road show.

Permitted Free Writing Prospectuses. The Operating Partnership represents, warrants Company represents and agrees that it has not made and, unless it obtains the prior written consent of the RepresentativesUnderwriters, it will not make, and each Underwriter, severally and not jointly, represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Operating Partnership and the Representatives, it will not make, any offer relating to the Securities Units that constitutes or would constitute an “issuer free writing prospectus” (as defined in Rule 433) or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405) or portion thereof required405 of the Rules and Regulations, in the case of any Underwriters, required to be filed with the Commission or, in or retained by the case Company under Rule 433 of the Operating Partnership, whether or not required to be filed with the CommissionRules and Regulations; provided that the prior written consent of the Operating Partnership and the Representatives Underwriters hereto shall be deemed to have been given in respect of the Issuer General Use Free Writing Prospectuses, if any, listed on Exhibit C hereto and to any electronic road show Prospectuses included in the form previously provided by the Operating Partnership to and approved by the RepresentativesSchedule II hereto. Any such free writing prospectus consented to or deemed to have been consented to as aforesaid by the Underwriters is hereinafter herein referred to as a “Permitted Free Writing Prospectus.” The Operating Partnership represents, warrants and Company agrees that (i) it has treated and will treat treat, as the case may be, each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433Issuer Free Writing Prospectus, and (ii) has complied and will comply comply, as the case may be, with the requirements of Rule Rules 164 and 433 of the Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission where requiredCommission, legending and record keeping. For If, at any time following the purposes issuance of clarityan Issuer Free Writing Prospectus, there occurs an event or development as a result of which such Issuer Free Writing Prospectus would conflict with the information contained in the Registration Statement relating to the Units or would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the parties hereto agree that all free writing prospectusesCompany will promptly notify the Underwriters and will promptly amend or supplement, if anyat its own expense, listed in Exhibit C hereto are Permitted such Issuer Free Writing ProspectusesProspectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road show.

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

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

Permitted Free Writing Prospectuses. The Operating Partnership Company represents, warrants and agrees that it has not made andthat, unless it obtains the prior written consent of the RepresentativesXxxxx-Xxxxxx (such consent not to be unreasonably withheld, it will not makeconditioned or delayed), and each Underwriter, severally and not jointly, Xxxxx-Xxxxxx represents, warrants and agrees that it has not made andthat, unless it obtains the prior written consent of the Operating Partnership and the RepresentativesCompany (such consent not to be unreasonably withheld, conditioned or delayed), it has not made and will not make, make any offer relating to the Securities Placement Shares that constitutes or would constitute an “issuer free writing prospectus” (as defined in Rule 433) Issuer Free Writing Prospectus, or that would otherwise constitutes or would constitute a “free writing prospectus,” (as defined in Rule 405) or portion thereof required, in the case of any Underwriters, to be filed with the Commission or, in the case of the Operating Partnership, whether or not required to be filed with the Commission; provided that the prior written consent of the Operating Partnership and the Representatives shall be deemed to have been given in respect of the Issuer General Use Free Writing Prospectuses, if any, listed on Exhibit C hereto and to any electronic road show in the form previously provided by the Operating Partnership to and approved by the Representatives. Any such free writing prospectus consented to by Xxxxx-Xxxxxx or deemed to have been consented to by the Company, as aforesaid the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Operating Partnership represents, Company represents and warrants and agrees that it has treated and agrees that it will treat each any Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit C 23 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Operating Partnership Company represents, warrants and agrees that it has not made andthat, unless it obtains the prior written consent of the RepresentativesPlacement Agent, it will which consent shall not makebe unreasonably withheld, conditioned or delayed, and each Underwriter, severally and not jointly, the Placement Agent represents, warrants and agrees that it has not made andthat, unless it obtains the prior written consent of the Operating Partnership and the RepresentativesCompany, which consent shall not be unreasonably withheld, conditioned or delayed, it has not made and will not make, make any offer relating to the Securities that constitutes or would constitute an “issuer free writing prospectus” (as defined in Rule 433) Issuer Free Writing Prospectus, or that would otherwise constitutes or would constitute a “free writing prospectus,” (as defined in Rule 405) or portion thereof required405 under the Securities Act, in the case of any Underwriters, to be filed with the Commission or, in the case of the Operating Partnership, whether or not required to be filed with the Commission; provided that the prior written consent of the Operating Partnership and the Representatives shall be deemed to have been given in respect of the Issuer General Use Free Writing Prospectuses, if any, listed on Exhibit C hereto and to any electronic road show in the form previously provided by the Operating Partnership to and approved by the Representatives. Any such free writing prospectus consented to by the Placement Agent or deemed to have been consented to by the Company, as aforesaid the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Operating Partnership represents, Company represents and warrants and agrees that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433433 under the Securities Act, and has complied and will comply with the requirements of Rule 433 under the Securities Act applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit C hereto E hereto, as modified from time to time, are Permitted Free Writing Prospectuses.

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

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

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

Permitted Free Writing Prospectuses. The Operating Partnership represents, warrants Company represents and agrees that it has not made and, unless it obtains the prior written consent of the RepresentativesRepresentative, it will not make, and each Underwriter, severally and not jointly, represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Operating Partnership and the Representatives, it will not make, any offer relating to the Securities that constitutes or would constitute an “issuer free writing prospectus” (as defined in Rule 433) or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405) or portion thereof required405 of the Rules and Regulations, in the case of any Underwriters, required to be filed with the Commission or, in or retained by the case Company under Rule 433 of the Operating Partnership, whether or not required to be filed with the CommissionRules and Regulations; provided that the prior written consent of the Operating Partnership and the Representatives Representative hereto shall be deemed to have been given in respect of the Issuer General Use Free Writing Prospectuses, if any, listed on Exhibit C hereto and to any electronic road show Prospectuses included in the form previously provided by the Operating Partnership to and approved by the RepresentativesSchedule II hereto. Any such free writing prospectus consented to or deemed to have been consented to as aforesaid by the Representative is hereinafter herein referred to as a “Permitted Free Writing Prospectus.” The Operating Partnership represents, warrants and Company agrees that (i) it has treated and will treat treat, as the case may be, each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433Issuer Free Writing Prospectus, and (ii) has complied and will comply comply, as the case may be, with the requirements of Rule Rules 164 and 433 of the Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission where requiredCommission, legending and record keeping. For If at any time following the purposes issuance of clarityan Issuer Free Writing Prospectus there occurs an event or development as a result of which such Issuer Free Writing Prospectus would conflict with the information contained in the Registration Statement relating to the Securities or would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the parties hereto agree that all free writing prospectusesCompany will promptly notify the Representative and will promptly amend or supplement, if anyat its own expense, listed in Exhibit C hereto are Permitted such Issuer Free Writing ProspectusesProspectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road show.

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

Permitted Free Writing Prospectuses. The Operating Partnership represents, warrants Company represents and agrees that it has not made and, unless it obtains the prior written consent of the RepresentativesRepresentative, it will not make, and each Underwriter, severally and not jointly, represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Operating Partnership and the Representatives, it will not make, any offer relating to the Public Securities that constitutes or would constitute an “issuer free writing prospectus” (as defined in Rule 433) or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405) or portion thereof required405 of the Rules and Regulations, in the case of any Underwriters, required to be filed with the Commission or, in or retained by the case Company under Rule 433 of the Operating Partnership, whether or not required to be filed with the CommissionRules and Regulations; provided that the prior written consent of the Operating Partnership and the Representatives Representative hereto shall be deemed to have been given in respect of the Issuer General Use Free Writing Prospectuses, if any, listed on Exhibit C hereto and to any electronic road show Prospectuses included in the form previously provided by the Operating Partnership to and approved by the RepresentativesSchedule I hereto. Any such free writing prospectus consented to or deemed to have been consented to as aforesaid by the Representative is hereinafter herein referred to as a “Permitted Free Writing Prospectus.” The Operating Partnership represents, warrants and Company agrees that (i) it has treated and will treat treat, as the case may be, each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433Issuer Free Writing Prospectus, and (ii) has complied and will comply comply, as the case may be, with the requirements of Rule Rules 164 and 433 of the Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission where requiredCommission, legending and record keeping. For If at any time following the purposes issuance of clarityan Issuer Free Writing Prospectus there occurs an event or development as a result of which such Issuer Free Writing Prospectus would conflict with the information contained in the Registration Statement relating to the Public Securities or would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the parties hereto agree that all free writing prospectusesCompany will promptly notify the Representative and will promptly amend or supplement, if anyat its own expense, listed in Exhibit C hereto are Permitted such Issuer Free Writing ProspectusesProspectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road show.

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

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

Permitted Free Writing Prospectuses. The Operating Partnership representsUnless the Company has notified or notifies the Agents otherwise in accordance with Section 4(f) hereof, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Representatives, it will not make, and each Underwriter, severally and not jointly, represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Operating Partnership and the Representatives, it will not make, any offer relating to the Securities that constitutes or would constitute an no “issuer free writing prospectus” (as defined in Rule 433433 under the Act) or that would otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405405 under the Act) conflicts or portion thereof required, will conflict with the information contained in the case of Registration Statement or the Prospectus, including any Underwritersdocument incorporated or deemed incorporated by reference therein, or any preliminary or other prospectus deemed to be filed with the Commission or, in the case of the Operating Partnership, whether a part thereof that has not been superseded or not required to be filed with the Commission; provided that the prior written consent of the Operating Partnership and the Representatives shall be deemed to have been given in respect of the Issuer General Use Free Writing Prospectuses, if any, listed on Exhibit C hereto and to any electronic road show in the form previously provided by the Operating Partnership to and approved by the Representativesmodified. Any such free writing prospectus relating to the Shares consented to or deemed to have been consented to as aforesaid by the Agents (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.” The Operating Partnership represents, warrants and agrees that it has treated and will treat each ”. Each Permitted Free Writing Prospectus as has conformed in all material respects to the requirements of the Act on the date of first use, and the Company has complied with any filing requirements applicable to a Permitted Free Writing Prospectus pursuant to the Act. The Company has not made any offer relating to the Shares that would constitute an “issuer free writing prospectus,” as defined under Rule 433 of the Act without the prior written consent of the Agents. The Company has retained in Rule 433, and has complied and will comply accordance with the requirements Act all issuer free writing prospectuses that were not required to be filed pursuant to the Act. The first sentence of Rule 433 applicable this Section 3(c) shall not apply to statements in or omissions from any Permitted Free Writing ProspectusProspectus in reliance upon and in conformity with written information furnished to the Company by any Agent specifically for use therein, including timely filing with it being understood and agreed that the Commission where required, legending and record keeping. For the purposes only such information furnished by any Agent consists of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit C hereto are Permitted Free Writing ProspectusesAgent Information.

Permitted Free Writing Prospectuses. The Operating Partnership represents, warrants Company represents and agrees that it has not made and, unless it obtains the prior written consent of the RepresentativesRepresentative, it will not make, and each Underwriter, severally and not jointly, represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Operating Partnership and the Representatives, it will not make, any offer relating to the Offered Securities that constitutes or would constitute an “issuer free writing prospectus” (as defined in Rule 433) or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405) or portion thereof required405 of the Rules and Regulations, in the case of any Underwriters, required to be filed with the Commission or, in or retained by the case Company under Rule 433 of the Operating Partnership, whether or not required to be filed with the CommissionRules and Regulations; provided that the prior written consent of the Operating Partnership and the Representatives Representative hereto shall be deemed to have been given in respect of the Issuer General Use Free Writing Prospectuses, if any, listed on Exhibit C hereto and to any electronic road show Prospectuses included in the form previously provided by the Operating Partnership to and approved by the RepresentativesSchedule I hereto. Any such free writing prospectus consented to or deemed to have been consented to as aforesaid by the Representative is hereinafter herein referred to as a “Permitted Free Writing Prospectus.” The Operating Partnership represents, warrants and Company agrees that (i) it has treated and will treat treat, as the case may be, each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, Issuer Free Writing Prospectus and (ii) has complied and will comply comply, as the case may be, with the requirements of Rule Rules 164 and 433 of the Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission where requiredCommission, legending and record keeping. For If at any time following the purposes issuance of clarityan Issuer Free Writing Prospectus there occurs an event or development as a result of which such Issuer Free Writing Prospectus would conflict with the information contained in the Registration Statement relating to the Offered Securities or would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the parties hereto agree that all free writing prospectusesCompany will promptly notify the Representative and will promptly amend or supplement, if anyat its own expense, listed in Exhibit C hereto are Permitted such Issuer Free Writing ProspectusesProspectus to eliminate or correct such conflict, untrue statement or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road show.

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

Permitted Free Writing Prospectuses. The Operating Partnership represents, warrants Company represents and agrees that it has not made and, unless it obtains the prior written consent of the Representatives, it will not make, and each Underwriter, severally and not jointly, represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Operating Partnership and the Representatives, it will not make, any offer relating to the Securities that constitutes or would constitute an “issuer free writing prospectus” (as defined in Rule 433) or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405) or portion thereof required405 of the Rules and Regulations, in the case of any Underwriters, required to be filed with the Commission or, in or retained by the case Company under Rule 433 of the Operating Partnership, whether or not required to be filed with the CommissionRules and Regulations; provided that the prior written consent of the Operating Partnership and the Representatives Underwriter hereto shall be deemed to have been given in respect of the Issuer General Use Free Writing Prospectuses, if any, listed on Exhibit C hereto and to any electronic road show Prospectuses included in the form previously provided by the Operating Partnership to and approved by the RepresentativesSchedule I hereto. Any such free writing prospectus consented to or deemed to have been consented to as aforesaid by the Underwriter is hereinafter herein referred to as a “Permitted Free Writing Prospectus.” The Operating Partnership represents, warrants and Company agrees that (i) it has treated and will treat treat, as the case may be, each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433Issuer Free Writing Prospectus, and (ii) has complied and will comply comply, as the case may be, with the requirements of Rule Rules 164 and 433 of the Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission where requiredCommission, legending and record keeping. For If at any time following the purposes issuance of clarityan Issuer Free Writing Prospectus, there occurs an event or development as a result of which such Issuer Free Writing Prospectus would conflict with the information contained in the Registration Statement relating to the Securities or would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the parties hereto agree that all free writing prospectusesCompany will promptly notify the Underwriter and will promptly amend or supplement, if anyat its own expense, listed in Exhibit C hereto are Permitted such Issuer Free Writing ProspectusesProspectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road show.

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

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

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

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

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

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

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

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

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

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

Permitted Free Writing Prospectuses. The Operating Partnership Company represents, warrants and agrees that that, unless it has obtains the prior written consent of each of the Agents, Forward Sellers and Forward Purchasers, which consent shall not made andbe unreasonably withheld, conditioned or delayed, and each of the Agents, Forward Sellers and Forward Purchasers represents, warrants and agrees that, unless it obtains the prior written consent of the RepresentativesCompany, it will which consent shall not makebe unreasonably withheld, and each Underwriterconditioned or delayed, severally and not jointly, represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Operating Partnership and the Representatives, it will not make, make any offer relating to the Securities Shares that constitutes or would constitute an “issuer free writing prospectus” (as defined in Rule 433) Issuer Free Writing Prospectus, or that would otherwise constitutes or would constitute a “free writing prospectus,” (as defined in Rule 405) or portion thereof required, in the case of any Underwriters, to be filed with the Commission or, in the case of the Operating Partnership, whether or not required to be filed with the Commission; provided that the prior written consent of the Operating Partnership and the Representatives shall be deemed to have been given in respect of the Issuer General Use Free Writing Prospectuses, if any, listed on Exhibit C hereto and to any electronic road show in the form previously provided by the Operating Partnership to and approved by the Representatives. Any such free writing prospectus consented to by the Agents, Forward Seller or deemed to have been consented to Forward Purchasers or by the Company, as aforesaid the case may be, is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Operating Partnership represents, Company represents and warrants and agrees that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit C 2 hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Operating Partnership representsTransaction Entities represent, warrants warrant and agrees agree that it has they have not made and, unless it obtains they obtain the prior written consent of the Representatives, it will not make, and each Underwriter, severally and not jointly, represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Operating Partnership Transaction Entities and the Representatives, it will not make, any offer relating to the Securities that constitutes or would constitute an “issuer free writing prospectus” (as defined in Rule 433) or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405) or portion thereof required, in the case of any Underwriters, to be filed with the Commission or, in the case of the Operating PartnershipTransaction Entities, whether or not required to be filed with the Commission; provided that the prior written consent of the Operating Partnership Transaction Entities and the Representatives shall be deemed to have been given in respect of the Issuer General Use Free Writing Prospectuses, if any, listed on Exhibit C hereto and to any electronic road show in the form previously provided by the Operating Partnership Transaction Entities to and approved by the Representatives. Any such free writing prospectus consented to or deemed to have been consented to as aforesaid is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Operating Partnership representsTransaction Entities represent, warrants warrant and agrees agree that it has they have treated and will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has have complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit C hereto are Permitted Free Writing Prospectuses.

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

Permitted Free Writing Prospectuses. The Operating Partnership Company represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Representatives, it will not make, and each Underwriter, severally and not jointly, represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Operating Partnership and the Representatives, it will not make, any offer relating to the Securities that constitutes or would constitute an “issuer free writing prospectus” (as defined in Rule 433) or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405) or portion thereof required, in the case of any Underwriters, required to be filed with the Commission or, in the case of the Operating Partnership, whether or not required to be filed with retained by the CommissionCompany pursuant to Rule 433; provided that the prior written consent of the Operating Partnership and the Representatives shall be deemed to have been given in respect of the Issuer General Use Free Writing Prospectuses, if any, listed on Exhibit C hereto and H hereto, to any electronic road show in the form previously provided by the Operating Partnership Company to and approved by the Representatives, and to any Issuer RSP Free Writing Prospectus listed on Exhibit I hereto. Any such free writing prospectus consented to or deemed to have been consented to as aforesaid is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Operating Partnership Company represents, warrants and agrees that it has treated and will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping, and the only information included in any Issuer RSP Free Writing Prospectus is the same information that is set forth in Exhibit G hereto. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit C H or Exhibit I hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Operating Partnership representsCompany and the Guarantor jointly and severally represent, warrants warrant and agrees agree that it has they have not made and, unless it obtains they obtain the prior written consent of the Representatives, it will not make, and each Underwriter, severally and not jointly, represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Operating Partnership Company, the Guarantor and the Representatives, it will not make, any offer relating to the Securities that constitutes or would constitute an “issuer free writing prospectus” (as defined in Rule 433) or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405) or portion thereof required, in the case of any Underwriters, to be filed with the Commission or, in the case of the Operating PartnershipCompany or the Guarantor, whether or not required to be filed with the Commission; provided that the prior written consent of the Operating Partnership Company, the Guarantor and the Representatives shall be deemed to have been given in respect of the Issuer General Use Free Writing Prospectuses, if any, listed on Exhibit C D-1 hereto and to any electronic road show in the form previously provided by the Operating Partnership Company to and approved by the Representatives. Any such free writing prospectus consented to or deemed to have been consented to as aforesaid is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Operating Partnership representsCompany and the Guarantor jointly and severally represent, warrants warrant and agrees agree that it has they have treated and will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has have complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit C D hereto are Permitted Free Writing Prospectuses.

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

Permitted Free Writing Prospectuses. The Operating Partnership represents, warrants Company represents and agrees that it has not made and, unless it obtains the prior written consent of the RepresentativesRepresentative, it will not make, and each Underwriter, severally and not jointly, represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Operating Partnership and the Representatives, it will not make, any offer relating to the Securities Shares that constitutes or would constitute an “issuer free writing prospectus” (as defined in Rule 433) or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405) or portion thereof required405 of the Rules and Regulations, in the case of any Underwriters, required to be filed with the Commission or, in or retained by the case Company under Rule 433 of the Operating Partnership, whether or not required to be filed with the CommissionRules and Regulations; provided that the prior written consent of the Operating Partnership and the Representatives Representative hereto shall be deemed to have been given in respect of the Issuer General Use Free Writing Prospectuses, if any, listed on Exhibit C hereto and to any electronic road show Prospectuses included in the form previously provided by the Operating Partnership to and approved by the RepresentativesSchedule I hereto. Any such free writing prospectus consented to or deemed to have been consented to as aforesaid by the Representative is hereinafter herein referred to as a “Permitted Free Writing Prospectus.” The Operating Partnership represents, warrants and Company agrees that (i) it has treated and will treat treat, as the case may be, each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433Issuer Free Writing Prospectus, and (ii) has complied and will comply comply, as the case may be, with the requirements of Rule Rules 164 and 433 of the Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission where requiredCommission, legending and record keeping. For If at any time following the purposes issuance of clarityan Issuer Free Writing Prospectus there occurs an event or development as a result of which such Issuer Free Writing Prospectus would conflict with the information contained in the Registration Statement relating to the Shares or would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the parties hereto agree that all free writing prospectusesCompany will promptly notify the Representative and will promptly amend or supplement, if anyat its own expense, listed in Exhibit C hereto are Permitted such Issuer Free Writing ProspectusesProspectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road show.

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

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

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

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

Permitted Free Writing Prospectuses. The Operating Partnership representsVentas Entities represent, warrants jointly and agrees severally, that it has they have not made andmade, and agree that, unless it obtains they obtain the prior written consent of the Representatives, it will not make, and each Underwriter, severally and not jointly, represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Operating Partnership and the Representatives, it they will not make, any offer relating to the Securities that constitutes or would constitute an “issuer free writing prospectus” (as defined in Rule 433) Issuer Free Writing Prospectus or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405405 of the Securities Act) or a portion thereof required, in the case of any Underwriters, to be filed with the Commission or, in the case of the Operating Partnership, whether or not required to be filed by the Ventas Entities with the CommissionCommission or retained by the Ventas Entities under Rule 433 of the Securities Act; provided that the prior written consent of the Operating Partnership and the Representatives Underwriter hereto shall be deemed to have been given in respect of the Issuer General Use Free Writing Prospectuses, if any, listed on Exhibit C Prospectuses included in Annex A hereto and to any electronic road show in the form previously provided by the Operating Partnership to and approved by the Representativesshow. Any such free writing prospectus consented to or deemed to have been consented to as aforesaid by the Underwriter is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Operating Partnership represents, warrants and agrees Ventas Entities agree that it has (i) they have treated and will treat treat, as the case may be, each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433Issuer Free Writing Prospectus, and has (ii) they have complied and will comply comply, as the case may be, with the requirements of Rule Rules 164 and 433 of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission where requiredCommission, legending and record keeping. For The Ventas Entities consent to the purposes use by any Underwriter of clarity, the parties hereto agree that all a free writing prospectusesprospectus that (a) is not an “issuer free writing prospectus” as defined in Rule 433, if any, listed and (b) contains only (i) information describing the preliminary terms of the Securities or their offering or (ii) information permitted under Rule 134 under the Securities Act; provided that each Underwriter severally covenants with the Ventas Entities not to take any action without the Ventas Entities’ consent (which consent shall be confirmed in Exhibit C hereto are Permitted Free Writing Prospectuseswriting) that would result in the Ventas Entities being required to file with the Commission under Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that would not be required to be filed by the Ventas Entities thereunder but for the action of the Underwriter.

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

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

Permitted Free Writing Prospectuses. The Operating Partnership represents, warrants and agrees Each Transaction Party represents that it has not made andmade, and agrees that, unless it obtains the prior written consent of the Representatives, it will not make, and each Underwriter, severally and not jointly, represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Operating Partnership and the RepresentativesLead Managers, it will not make, any offer relating to the Securities that constitutes or would constitute an “issuer free writing prospectus” (as defined in Rule 433) Issuer Free Writing Prospectus or that would otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405) or portion thereof required, in the case of any Underwriters, to be filed with the Commission or, in the case 405 of the Operating Partnership, whether or not Securities Act) required to be filed by any Transaction Party with the CommissionCommission or retained by any Transaction Party under Rule 433 under the Securities Act; provided that the prior written consent of the Operating Partnership and the Representatives Underwriters shall be deemed to have been given in respect of the any Issuer General Use Free Writing Prospectuses, if any, listed on Exhibit C hereto Prospectuses identified in Annex I and Axxxx XX to any electronic road show in the form previously provided by the Operating Partnership to and approved by the Representativesthis Agreement. Any such free writing prospectus consented to or deemed to have been be consented to as aforesaid by the Underwriters is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Operating Partnership represents, warrants and Each Transaction Party agrees that (i) it has treated and will treat treat, as the case may be, each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433Issuer Free Writing Prospectus, and (ii) has complied and will comply comply, as the case may be, with the requirements of Rule Rules 164 and 433 of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission where requiredCommission, legending and record keeping. For The Transaction Parties consent to the purposes use by any Underwriter of clarity, the parties hereto agree that all a free writing prospectusesprospectus that (a) is not an “issuer free writing prospectus” as defined in Rule 433, if anyand (b) contains only (i) information describing the preliminary terms of the Securities or their offering or (ii) information that describes the final terms of the Securities or their offering and that is included in the Final Term Sheet of the Parent Guarantor and the Issuer contemplated in Section 3(k) hereof; provided that each Underwriter severally covenants with the Transaction Parties not to take any action without the Transaction Parties’ consent that would result in a free writing prospectus being required to be filed with the Commission under Rule 433(d) under the Securities Act that otherwise would not be required to be filed by any Transaction Party thereunder, listed in Exhibit C hereto are Permitted Free Writing Prospectusesbut for the action of such Underwriter.

Permitted Free Writing Prospectuses. The Operating Partnership represents, warrants Company represents and agrees that it has not made and, unless it obtains the prior written consent of the Representatives, it will not make, and each Underwriter, severally and not jointly, represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Operating Partnership and the Representatives, it will not make, any offer relating to the Securities Shares that constitutes or would constitute an “issuer free writing prospectus” (as defined in Rule 433) or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405) or portion thereof required405 of the Rules and Regulations, in the case of any Underwriters, required to be filed with the Commission or, in or retained by the case Company under Rule 433 of the Operating Partnership, whether or not required to be filed with the CommissionRules and Regulations; provided that the prior written consent of the Operating Partnership and the Representatives hereto shall be deemed to have been given in respect of the Issuer General Use Free Writing Prospectuses, if any, listed on Exhibit C hereto and to any electronic road show Prospectuses included in the form previously provided by the Operating Partnership to and approved by the RepresentativesSchedule III hereto. Any such free writing prospectus consented to or deemed to have been consented to as aforesaid by the Representatives is hereinafter herein referred to as a “Permitted Free Writing Prospectus.” The Operating Partnership represents, warrants and Company agrees that (i) it has treated and will treat treat, as the case may be, each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433Issuer Free Writing Prospectus, and (ii) has complied and will comply comply, as the case may be, with the requirements of Rule Rules 164 and 433 of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission where requiredCommission, legending and record keepingrecordkeeping. For If at any time following the purposes issuance of clarityan Issuer Free Writing Prospectus there occurs an event or development as a result of which such Issuer Free Writing Prospectus would conflict with the information contained in the Registration Statement relating to the Shares or would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the parties hereto agree that all free writing prospectusesCompany will promptly notify the Representatives and will promptly amend or supplement, if anyat its own expense, listed in Exhibit C hereto are Permitted such Issuer Free Writing ProspectusesProspectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road show.

Permitted Free Writing Prospectuses. The Operating Partnership represents, warrants Company represents and agrees that it has not made and, unless it obtains the prior written consent of the RepresentativesRepresentative, it will not make, and each Underwriter, severally and not jointly, represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Operating Partnership and the Representatives, it will not make, any offer relating to the Securities that constitutes or would constitute an “issuer free writing prospectus” (as defined in Rule 433) or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405) or portion thereof required405 of the Rules and Regulations, in the case of any Underwriters, required to be filed with the Commission or, in or retained by the case Company under Rule 433 of the Operating Partnership, whether or not required to be filed with the CommissionRules and Regulations; provided that the prior written consent of the Operating Partnership and the Representatives Representative hereto shall be deemed to have been given in respect of the Issuer General Use Free Writing Prospectuses, if any, listed on Exhibit C hereto and to any electronic road show Prospectuses included in the form previously provided by the Operating Partnership to and approved by the RepresentativesSchedule B hereto. Any such free writing prospectus consented to or deemed to have been consented to as aforesaid by the Representative is hereinafter herein referred to as a “Permitted Free Writing Prospectus.” The Operating Partnership represents, warrants and Company agrees that (i) it has treated and will treat treat, as the case may be, each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433Issuer Free Writing Prospectus, and (ii) has complied and will comply comply, as the case may be, with the requirements of Rule Rules 164 and 433 of the Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission where requiredCommission, legending and record keeping. For If at any time following the purposes issuance of clarityan Issuer Free Writing Prospectus there occurs an event or development as a result of which such Issuer Free Writing Prospectus would conflict with the information contained in the Registration Statement relating to the Securities or would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the parties hereto agree that all free writing prospectusesCompany will promptly notify the Representative and will promptly amend or supplement, if anyat its own expense, listed in Exhibit C hereto are Permitted such Issuer Free Writing ProspectusesProspectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road show.

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

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

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

Permitted Free Writing Prospectuses. The Operating Partnership representsTransaction Entities represent, warrants warrant and agrees agree that it has they have not made and, unless it obtains they obtain the prior written consent of the Representatives, it will not make, and each Underwriter, severally and not jointly, represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Operating Partnership Transaction Entities and the Representatives, it will not make, any offer relating to the Securities that constitutes or would constitute an “issuer free writing prospectus” (as defined in Rule 433) or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405) or portion thereof required, in the case of any Underwriters, to be filed with the Commission or, in the case of the Operating PartnershipTransaction Entities, whether or not required to be filed with the Commission; provided that the prior written consent of the Operating Partnership Transaction Entities and the Representatives shall be deemed to have been given in respect of the Issuer General Use Free Writing Prospectuses, if any, listed on Exhibit C hereto and to any electronic road show in the form previously provided by the Operating Partnership Transaction Entities to and approved by the Representatives. Any such free writing prospectus consented to or deemed to have been consented to as aforesaid is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Operating Partnership representsTransaction Entities represent, warrants warrant and agrees agree that it has they have treated and will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit C hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Operating Partnership Company represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Representatives, it will not make, and each Underwriter, severally and not jointly, represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Operating Partnership and the RepresentativesRepresentative, it will not make, any offer relating to the Securities that constitutes or would constitute an “issuer free writing prospectus” (as defined in Rule 433) or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405) or portion thereof required, in the case of any Underwriters, required to be filed with the Commission or, in the case of the Operating Partnership, whether or not required to be filed with retained by the CommissionCompany pursuant to Rule 433; provided that the prior written consent of the Operating Partnership and the Representatives Representative shall be deemed to have been given in respect of the Issuer General Use Free Writing Prospectuses, if any, listed on Exhibit C H hereto and and, to any electronic road show in the form previously provided by the Operating Partnership Company to and approved by the RepresentativesRepresentative. Any such free writing prospectus consented to or deemed to have been consented to as aforesaid is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Operating Partnership Company represents, warrants and agrees that it has treated and will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit C H hereto are Permitted Free Writing Prospectuses. Each Underwriter represents, warrants and agrees that, without the consent of the Company and the Representative, it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus that would be required to be filed with the Commission other than a Permitted Free Writing Prospectus, if any.

Permitted Free Writing Prospectuses. The Operating Partnership Company represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Representatives, it will not make, and each Underwriter, severally and not jointly, represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Operating Partnership and the Representatives, it will not make, any offer relating to the Securities that constitutes or would constitute an “issuer free writing prospectus” (as defined in Rule 433) or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405) or portion thereof required, in the case of any Underwriters, required to be filed with the Commission or, in the case of the Operating Partnership, whether or not required to be filed with retained by the CommissionCompany pursuant to Rule 433; provided that the prior written consent of the Operating Partnership and the Representatives shall be deemed to have been given in respect of the Issuer General Use Free Writing Prospectuses, if any, listed on Exhibit C hereto and F hereto, to any electronic road show in the form previously provided by the Operating Partnership Company to and approved by the Representatives, and to any Issuer DSP Free Writing Prospectus listed on Exhibit G hereto. Any such free writing prospectus consented to or deemed to have been consented to as aforesaid is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Operating Partnership Company represents, warrants and agrees that it has treated and will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping, and the only information included in any Issuer DSP Free Writing Prospectus is the same information that is set forth in Exhibit E hereto. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit C F or Exhibit G hereto are Permitted Free Writing Prospectuses.

Permitted Free Writing Prospectuses. The Operating Partnership represents, warrants Company represents and agrees that it has not made and, unless it obtains the prior written consent of the Representatives, it will not make, and each Underwriter, severally and not jointly, represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Operating Partnership and the Representatives, it will not make, any offer relating to the Securities Shares that constitutes or would constitute an “issuer free writing prospectus” (as defined in Rule 433) or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405) or portion thereof required405 of the Rules and Regulations, in the case of any Underwriters, required to be filed with the Commission or, in or retained by the case Company under Rule 433 of the Operating Partnership, whether or not required to be filed with the CommissionRules and Regulations; provided that the prior written consent of the Operating Partnership and the Representatives hereto shall be deemed to have been given in respect of the Issuer General Use Free Writing Prospectuses, if any, listed on Exhibit C hereto and to any electronic road show Prospectuses included in the form previously provided by the Operating Partnership to and approved by the RepresentativesSchedule II hereto. Any such free writing prospectus consented to or deemed to have been consented to as aforesaid by the Representatives is hereinafter herein referred to as a “Permitted Free Writing Prospectus.” The Operating Partnership represents, warrants and Company agrees that (i) it has treated and will treat treat, as the case may be, each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433Issuer Free Writing Prospectus, and (ii) has complied and will comply comply, as the case may be, with the requirements of Rule Rules 164 and 433 of the Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission where requiredCommission, legending and record keeping. For If at any time following the purposes issuance of clarityan Issuer Free Writing Prospectus there occurs an event or development as a result of which such Issuer Free Writing Prospectus would conflict with the information contained in the Registration Statement relating to the Shares or would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the parties hereto agree that all free writing prospectusesCompany will promptly notify the Representative and will promptly amend or supplement, if anyat its own expense, listed in Exhibit C hereto are Permitted such Issuer Free Writing ProspectusesProspectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road show.

Permitted Free Writing Prospectuses. The Operating Partnership represents, warrants Company represents and agrees that it has not made and, unless it obtains the prior written consent of the Representatives, it will not make, and each Underwriter, severally and not jointly, represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Operating Partnership and the Representatives, it will not make, any offer relating to the Securities Shares that constitutes or would constitute an “issuer free writing prospectus” (as defined in Rule 433) or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405) or portion thereof required405 of the Rules and Regulations, in the case of any Underwriters, required to be filed with the Commission or, in or retained by the case Company under Rule 433 of the Operating Partnership, whether or not required to be filed with the CommissionRules and Regulations; provided that the prior written consent of the Operating Partnership and the Representatives hereto shall be deemed to have been given in respect of the Issuer General Use Free Writing Prospectuses, if any, listed on Exhibit C hereto and to any electronic road show Prospectuses included in the form previously provided by the Operating Partnership to and approved by the RepresentativesSchedule II hereto. Any such free writing prospectus consented to or deemed to have been consented to as aforesaid by the Representatives is hereinafter herein referred to as a “Permitted Free Writing Prospectus.” The Operating Partnership represents, warrants and Company agrees that (i) it has treated and will treat treat, as the case may be, each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433Issuer Free Writing Prospectus, and (ii) has complied and will comply comply, as the case may be, with the requirements of Rule Rules 164 and 433 of the Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission where requiredCommission, legending and record keeping. For If at any time following the purposes issuance of clarityan Issuer Free Writing Prospectus there occurs an event or development as a result of which such Issuer Free Writing Prospectus would conflict with the information contained in the Registration Statement relating to the Shares or would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the parties hereto agree that all free writing prospectusesCompany will promptly notify the Representatives and will promptly amend or supplement, if anyat its own expense, listed in Exhibit C hereto are Permitted such Issuer Free Writing ProspectusesProspectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road show.

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

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

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

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

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

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

Permitted Free Writing Prospectuses. The Operating Partnership represents, warrants Company represents and agrees that it has not made and, unless it obtains the prior written consent of the Representatives, it will not make, and each Underwriter, severally and not jointly, represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Operating Partnership and the Representatives, it will not make, any offer relating to the Securities that constitutes or would constitute an “issuer free writing prospectus” (as defined in Rule 433) or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405) or portion thereof required405 of the Rules and Regulations, in the case of any Underwriters, required to be filed with the Commission or, in (and the case ASX) or retained by the Company under Rule 433 of the Operating Partnership, whether or not required to be filed with the CommissionRules and Regulations; provided that the prior written consent of the Operating Partnership and the Representatives Underwriter hereto shall be deemed to have been given in respect of the Issuer General Use Free Writing Prospectuses, if any, listed on Exhibit C hereto and to any electronic road show Prospectuses included in the form previously provided by the Operating Partnership to and approved by the RepresentativesSchedule I hereto. Any such free writing prospectus consented to or deemed to have been consented to as aforesaid by the Underwriter is hereinafter herein referred to as a “Permitted Free Writing Prospectus.” The Operating Partnership represents, warrants and Company agrees that (i) it has treated and will treat treat, as the case may be, each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433Issuer Free Writing Prospectus, and (ii) has complied and will comply comply, as the case may be, with the requirements of Rule Rules 164 and 433 of the Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission where requiredCommission, legending and record keeping. For If at any time following the purposes issuance of clarityan Issuer Free Writing Prospectus there occurs an event or development as a result of which such Issuer Free Writing Prospectus would conflict with the information contained in the Registration Statement relating to the Securities or would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the parties hereto agree that all free writing prospectusesCompany will promptly notify the Underwriter and will promptly amend or supplement, if anyat its own expense, listed in Exhibit C hereto are Permitted such Issuer Free Writing ProspectusesProspectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road show.

Permitted Free Writing Prospectuses. The Operating Partnership represents, warrants Company represents and agrees that it has not made and, unless it obtains the prior written consent of the Representatives, it will not make, and each Underwriter, severally and not jointly, represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Operating Partnership and the Representatives, it will not make, any offer relating to the Securities Shares that constitutes or would constitute an “issuer free writing prospectus” (as defined in Rule 433) or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405) or portion thereof required405 of the Rules and Regulations, in the case of any Underwriters, required to be filed with the Commission or, in or retained by the case Company under Rule 433 of the Operating Partnership, whether or not required to be filed with the CommissionRules and Regulations; provided that the prior written consent of the Operating Partnership and the Representatives hereto shall be deemed to have been given in respect of the Issuer General Use Free Writing Prospectuses, if any, listed on Exhibit C hereto and to any electronic road show Prospectuses included in the form previously provided by the Operating Partnership to and approved by the RepresentativesSchedule II hereto. Any such free writing prospectus consented to or deemed to have been consented to as aforesaid by the Representatives is hereinafter herein referred to as a “Permitted Free Writing Prospectus.” The Operating Partnership represents, warrants and Company agrees that (i) it has treated and will treat treat, as the case may be, each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433Issuer Free Writing Prospectus, and (ii) has complied and will comply comply, as the case may be, with the requirements of Rule Rules 164 and 433 of the Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission where requiredCommission, legending and record keeping. For If at any time following the purposes issuance of clarityan Issuer Free Writing Prospectus there occurs an event or development as a result of which such Issuer Free Writing Prospectus would conflict with the information contained in the Registration Statement relating to the Shares or would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the parties hereto agree that all free writing prospectusesCompany will promptly notify the Representatives and will promptly amend or supplement, if anyat its own expense, listed in Exhibit C hereto are Permitted such Issuer Free Writing ProspectusesProspectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road show.

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

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

Permitted Free Writing Prospectuses. The Operating Partnership represents, warrants Company represents and agrees that it has not made and, unless it obtains the prior written consent of the Representatives, it will not make, and each Underwriter, severally and not jointly, represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Operating Partnership and the Representatives, it will not make, any offer relating to the Securities Shares that constitutes or would constitute an “issuer free writing prospectus” (as defined in Rule 433) or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405) or portion thereof required405 of the 1933 Act Regulations, in the case of any Underwriters, required to be filed with the Commission or, in or retained by the case Company under Rule 433 of the Operating Partnership, whether or not required to be filed with the Commission1933 Act Regulations; provided that the prior written consent of the Operating Partnership and the Representatives hereto shall be deemed to have been given in respect of the Issuer General Use Free Writing Prospectuses, if any, listed on Exhibit C hereto and to any electronic road show Prospectuses included in the form previously provided by the Operating Partnership to and approved by the RepresentativesSchedule II hereto. Any such free writing prospectus consented to or deemed to have been consented to as aforesaid by the Representatives is hereinafter herein referred to as a “Permitted Free Writing Prospectus.” The Operating Partnership represents, warrants and Company agrees that (i) it has treated and will treat treat, as the case may be, each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433Issuer Free Writing Prospectus, and (ii) has complied and will comply comply, as the case may be, with the requirements of Rule Rules 164 and 433 of the 1933 Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission where requiredCommission, legending and record keeping. For If at any time following the purposes issuance of clarityan Issuer Free Writing Prospectus there occurs an event or development as a result of which such Issuer Free Writing Prospectus would conflict with the information contained in the Registration Statement relating to the Shares or would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the parties hereto agree that all free writing prospectusesCompany will promptly notify the Representatives and will promptly amend or supplement, if anyat its own expense, listed in Exhibit C hereto are Permitted such Issuer Free Writing ProspectusesProspectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road show.

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

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

Permitted Free Writing Prospectuses. The Operating Partnership Company represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Representatives, it will not make, and each Underwriter, severally and not jointly, represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Operating Partnership Company and the Representatives, it will not make, any offer relating to the Securities that 40 constitutes or would constitute an “issuer free writing prospectus” (as defined in Rule 433) or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405) or portion thereof required, in the case of any Underwriters, required to be filed with the Commission or, in the case of the Operating PartnershipCompany, whether or not required to be filed with the Commission; provided that the prior written consent of the Operating Partnership Company and the Representatives shall be deemed to have been given in respect of the Issuer General Use Free Writing Prospectuses, if any, listed on Exhibit C G hereto and to any electronic road show in the form previously provided by the Operating Partnership Company to and approved by the Representatives. Any such free writing prospectus consented to or deemed to have been consented to as aforesaid is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Operating Partnership Company represents, warrants and agrees that it has treated and will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule Rules 164 and 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit C G or Exhibit H hereto are Permitted Free Writing Prospectuses.

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

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

Permitted Free Writing Prospectuses. The Operating Partnership represents, warrants Each of the Company and Parent represents and agrees that it has not made and, unless it obtains the prior written consent of the Representatives, it will not make, and each Underwriter, severally and not jointly, represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Operating Partnership and the Representatives, it will not make, any offer relating to the Securities Shares that constitutes or would constitute an “issuer free writing prospectus” (as defined in Rule 433) or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405) or portion thereof required405 of the Rules and Regulations, in the case of any Underwriters, required to be filed with the Commission or, in or retained by the case Company under Rule 433 of the Operating Partnership, whether or not required to be filed with the CommissionRules and Regulations; provided that the prior written consent of the Operating Partnership and the Representatives hereto shall be deemed to have been given in respect of the Issuer General Use Free Writing Prospectuses, if any, listed on Exhibit C hereto and to any electronic road show Prospectuses included in the form previously provided by the Operating Partnership to and approved by the RepresentativesSchedule II hereto. Any such free writing prospectus consented to or deemed to have been consented to as aforesaid by the Representatives is hereinafter herein referred to as a “Permitted Free Writing Prospectus.” The Operating Partnership represents, warrants Each of the Company and Parent agrees that (i) it has treated and will treat treat, as the case may be, each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433Issuer Free Writing Prospectus, and (ii) has complied and will comply comply, as the case may be, with the requirements of Rule Rules 164 and 433 of the Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission where requiredCommission, legending and record keeping. For If at any time following the purposes issuance of clarityan Issuer Free Writing Prospectus there occurs an event or development as a result of which such Issuer Free Writing Prospectus would conflict with the information contained in the Registration Statement relating to the Shares or would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the parties hereto agree that all free writing prospectusesCompany or Parent will promptly notify the Representatives and will promptly amend or supplement, if anyat its own expense, listed in Exhibit C hereto are Permitted such Issuer Free Writing ProspectusesProspectus to eliminate or correct such conflict, untrue statement, or omission. Each of the Company and Parent represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road show.

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

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

Permitted Free Writing Prospectuses. The Operating Partnership Company represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Representatives, it will not make, and each Underwriter, severally and not jointly, represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Operating Partnership and the Representatives, it will not make, any offer relating to the Securities that constitutes or would constitute an “issuer free writing prospectus” (as defined in Rule 433) or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405) or portion thereof required, in the case of any Underwriters, required to be filed with the Commission or, in the case of the Operating Partnership, whether or not required to be filed with retained by the CommissionCompany pursuant to Rule 433; provided that the prior written consent of the Operating Partnership and the Representatives shall be deemed to have been given in respect of the Issuer General Use Free Writing Prospectuses, if any, listed on Exhibit C I hereto and and, to any electronic road show in the form previously provided by the Operating Partnership Company to and approved by the Representatives. Any such free writing prospectus consented to or deemed to have been consented to as aforesaid is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Operating Partnership Company represents, warrants and agrees that it has treated and will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit C I hereto are Permitted Free Writing Prospectuses. Each Underwriter represents, warrants and agrees that, without the consent of the Company and the Representative, it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus that would be required to be filed with the Commission other than a Permitted Free Writing Prospectus, if any.

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

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

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

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

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

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

Permitted Free Writing Prospectuses. The Operating Partnership represents, warrants and agrees Each Transaction Party represents that it has not made andmade, and agrees that, unless it obtains the prior written consent of the Representatives, it will not make, and each Underwriter, severally and not jointly, represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Operating Partnership and the RepresentativesLead Managers, it will not make, any offer relating to the Securities that constitutes or would constitute an “issuer free writing prospectus” (as defined in Rule 433) Issuer Free Writing Prospectus or that would otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405) or portion thereof required, in the case of any Underwriters, to be filed with the Commission or, in the case 405 of the Operating Partnership, whether or not Securities Act) required to be filed by any Transaction Party with the CommissionCommission or retained by any Transaction Party under Rule 433 under the Securities Act; provided that the prior written consent of the Operating Partnership and the Representatives Underwriters shall be deemed to have been given in respect of the any Issuer General Use Free Writing Prospectuses, if any, listed on Exhibit C hereto Prospectuses identified in Annex I and Annex II to any electronic road show in the form previously provided by the Operating Partnership to and approved by the Representativesthis Agreement. Any such free writing prospectus consented to or deemed to have been be consented to as aforesaid by the Underwriters is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Operating Partnership represents, warrants and Each Transaction Party agrees that (i) it has treated and will treat treat, as the case may be, each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433Issuer Free Writing Prospectus, and (ii) has complied and will comply comply, as the case may be, with the requirements of Rule Rules 164 and 433 of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission where requiredCommission, legending and record keeping. For The Transaction Parties consent to the purposes use by any Underwriter of clarity, the parties hereto agree that all a free writing prospectusesprospectus that (a) is not an “issuer free writing prospectus” as defined in Rule 433, if anyand (b) contains only (i) information describing the preliminary terms of the Securities or their offering or (ii) information that describes the final terms of the Securities or their offering and that is included in the Final Term Sheets of the Parent Guarantor and the Issuer contemplated in Section 3(k) hereof; provided that each Underwriter severally covenants with the Transaction Parties not to take any action without the Transaction Parties’ consent that would result in a free writing prospectus being required to be filed with the Commission under Rule 433(d) under the Securities Act that otherwise would not be required to be filed by any Transaction Party thereunder, listed in Exhibit C hereto are Permitted Free Writing Prospectusesbut for the action of such Underwriter.

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

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

Permitted Free Writing Prospectuses. The Operating Partnership represents, warrants and agrees Each Transaction Party represents that it has not made andmade, and agrees that, unless it obtains the prior written consent of the Representatives, it will not make, and each Underwriter, severally and not jointly, represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Operating Partnership and the RepresentativesLead Managers, it will not make, any offer relating to the Securities that constitutes or would constitute an “issuer free writing prospectus” (as defined in Rule 433) Issuer Free Writing Prospectus or that would otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405) or portion thereof required, in the case of any Underwriters, to be filed with the Commission or, in the case 405 of the Operating Partnership, whether or not Securities Act) required to be filed by any Transaction Party with the CommissionCommission or retained by any Transaction Party under Rule 433 under the Securities Act; provided that the prior written consent of the Operating Partnership and the Representatives Underwriters shall be deemed to have been given in respect of the any Issuer General Use Free Writing Prospectuses, if any, listed on Exhibit C hereto Prospectuses identified in Annex I and Xxxxx XX to any electronic road show in the form previously provided by the Operating Partnership to and approved by the Representativesthis Agreement. Any such free writing prospectus consented to or deemed to have been be consented to as aforesaid by the Underwriters is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Operating Partnership represents, warrants and Each Transaction Party agrees that (i) it has treated and will treat treat, as the case may be, each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433Issuer Free Writing Prospectus, and (ii) has complied and will comply comply, as the case may be, with the requirements of Rule Rules 164 and 433 of the Securities Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission where requiredCommission, legending and record keeping. For The Transaction Parties consent to the purposes use by any Underwriter of clarity, the parties hereto agree that all a free writing prospectusesprospectus that (a) is not an “issuer free writing prospectus” as defined in Rule 433, if anyand (b) contains only (i) information describing the preliminary terms of the Securities or their offering or (ii) information that describes the final terms of the Securities or their offering and that is included in the Final Term Sheet of the Parent Guarantor and the Issuer contemplated in Section 3(k) hereof; provided that each Underwriter severally covenants with the Transaction Parties not to take any action without the Transaction Parties’ consent that would result in a free writing prospectus being required to be filed with the Commission under Rule 433(d) under the Securities Act that otherwise would not be required to be filed by any Transaction Party thereunder, listed in Exhibit C hereto are Permitted Free Writing Prospectusesbut for the action of such Underwriter.

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

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

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

Permitted Free Writing Prospectuses. The Operating Partnership represents, warrants Company represents and agrees that it has not made and, unless it obtains the prior written consent of the RepresentativesRepresentative, it will not make, and each Underwriter, severally and not jointly, represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Operating Partnership and the Representatives, it will not make, any offer relating to the Securities Shares that constitutes or would constitute an “issuer free writing prospectus” (as defined in Rule 433) or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405) or portion thereof required405 of the Rules and Regulations, in the case of any Underwriters, required to be filed with the Commission or, in or retained by the case Company under Rule 433 of the Operating Partnership, whether or not required to be filed with the CommissionRules and Regulations; provided that the prior written consent of the Operating Partnership and the Representatives Representative hereto shall be deemed to have been given in respect of the Issuer General Use Free Writing Prospectuses, if any, listed on Exhibit C hereto and to any electronic road show Prospectuses included in the form previously provided by the Operating Partnership to and approved by the RepresentativesSchedule II hereto. Any such free writing prospectus consented to or deemed to have been consented to as aforesaid by the Representative is hereinafter herein referred to as a “Permitted Free Writing Prospectus.” The Operating Partnership represents, warrants and Company agrees that (i) it has treated and will treat treat, as the case may be, each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433Issuer Free Writing Prospectus, and (ii) has complied and will comply comply, as the case may be, with the requirements of Rule Rules 164 and 433 of the Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission where requiredCommission, legending and record keeping. For If at any time following the purposes issuance of clarityan Issuer Free Writing Prospectus there occurs an event or development as a result of which such Issuer Free Writing Prospectus would conflict with the information contained in the Registration Statement relating to the Shares or would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the parties hereto agree that all free writing prospectusesCompany will promptly notify the Representative and will promptly amend or supplement, if anyat its own expense, listed in Exhibit C hereto are Permitted such Issuer Free Writing ProspectusesProspectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road show.

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

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

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

Permitted Free Writing Prospectuses. The Operating Partnership represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Representatives, it will not make, and each Underwriter, severally and not jointly, represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Operating Partnership and the RepresentativesUnderwriters, it will not make, any offer relating to the Securities that constitutes or would constitute an “issuer free writing prospectus” (as defined in Rule 433) or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405) or portion thereof required, in the case of any Underwriters, required to be filed with the Commission or, in the case of the Operating Partnership, whether or not required to be filed with retained by the CommissionPartnership pursuant to Rule 433, other than a free writing prospectus containing the information contained in the Final Term Sheet; provided that the prior written consent of the Operating Partnership and the Representatives Underwriters shall be deemed to have been given in respect of the Issuer General Use Free Writing Prospectuses, if any, listed on Exhibit C E hereto and and, to any electronic road show in the form previously provided by the Operating Partnership to and approved by the RepresentativesUnderwriters. Any such free writing prospectus consented to or deemed to have been consented to as aforesaid is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Operating Partnership represents, warrants and agrees that it has treated and will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit C E hereto are Permitted Free Writing Prospectuses.

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

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

Permitted Free Writing Prospectuses. The Operating Partnership represents, warrants Company represents and agrees that it has not made and, unless it obtains the prior written consent of the RepresentativesRepresentative, it will not make, and each Underwriter, severally and not jointly, represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Operating Partnership and the Representatives, it will not make, any offer relating to the Securities that constitutes or would constitute an “issuer free writing prospectus” (as defined in Rule 433) or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405) or portion thereof required405 of the Rules and Regulations, in the case of any Underwriters, required to be filed with the Commission or, in (and the case ASX) or retained by the Company under Rule 433 of the Operating Partnership, whether or not required to be filed with the CommissionRules and Regulations; provided that the prior written consent of the Operating Partnership and the Representatives Representative hereto shall be deemed to have been given in respect of the Issuer General Use Free Writing Prospectuses, if any, listed on Exhibit C hereto and to any electronic road show Prospectuses included in the form previously provided by the Operating Partnership to and approved by the RepresentativesSchedule II hereto. Any such free writing prospectus consented to or deemed to have been consented to as aforesaid by the Representative is hereinafter herein referred to as a “Permitted Free Writing Prospectus.” The Operating Partnership represents, warrants and Company agrees that (i) it has treated and will treat treat, as the case may be, each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433Issuer Free Writing Prospectus, and (ii) has complied and will comply comply, as the case may be, with the requirements of Rule Rules 164 and 433 of the Act applicable to any Permitted Free Writing Prospectus, including in respect of timely filing with the Commission where requiredCommission, legending and record keeping. For If at any time following the purposes issuance of clarityan Issuer Free Writing Prospectus there occurs an event or development as a result of which such Issuer Free Writing Prospectus would conflict with the information contained in the Registration Statement relating to the Securities or would include an untrue statement of material fact or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the parties hereto agree that all free writing prospectusesCompany will promptly notify the Representative and will promptly amend or supplement, if anyat its own expense, listed in Exhibit C hereto are Permitted such Issuer Free Writing ProspectusesProspectus to eliminate or correct such conflict, untrue statement, or omission. The Company represents that it has satisfied and agrees that it will satisfy the conditions in Rule 433 to avoid a requirement to file with the Commission any electronic road show.

Permitted Free Writing Prospectuses. The Operating Partnership Company represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Representatives, it will not make, and each Underwriter, severally and not jointly, represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Operating Partnership Company and the Representatives, it will not make, any offer relating to the Securities that constitutes or would constitute an “issuer free writing ‑ 28 ‑ prospectus” (as defined in Rule 433) or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405) or portion thereof required, in the case of any Underwriters, to be filed with the Commission or, in the case of the Operating PartnershipCompany, whether or not required to be filed with the Commission; provided that the prior written consent of the Operating Partnership Company and the Representatives shall be deemed to have been given in respect of the Issuer General Use Free Writing Prospectuses, if any, listed on Exhibit C Annex A hereto and to any electronic road show in the form previously provided by the Operating Partnership Company to and approved by the Representatives. Any such free writing prospectus consented to or deemed to have been consented to as aforesaid is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Operating Partnership Company represents, warrants and agrees that it has treated and will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit C Annex A hereto are Permitted Free Writing Prospectuses.

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

Permitted Free Writing Prospectuses. The Operating Partnership Company represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Representatives, it will not make, and each Underwriter, severally and not jointly, represents, warrants and agrees that it has not made and, unless it obtains the prior written consent of the Operating Partnership and the Representatives, it will not make, any offer relating to the Securities that constitutes or would constitute an “issuer free writing prospectus” (as defined in Rule 433) or that otherwise constitutes or would constitute a “free writing prospectus” (as defined in Rule 405) or portion thereof required, in the case of any Underwriters, required to be filed with the Commission or, in the case of the Operating Partnership, whether or not required to be filed with retained by the CommissionCompany pursuant to Rule 433; provided that the prior written consent of the Operating Partnership and the Representatives shall be deemed to have been given in respect of the Issuer General Use Free Writing Prospectuses, if any, listed on Exhibit C hereto and H hereto, to any electronic road show in the form previously provided by the Operating Partnership Company to and approved by the Representatives, and to any Issuer DSP Free Writing Prospectus listed on Exhibit I hereto. Any such free writing prospectus consented to or deemed to have been consented to as aforesaid is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Operating Partnership Company represents, warrants and agrees that it has treated and will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping, and the only information included in any Issuer DSP Free Writing Prospectus is the same information that is set forth in Exhibit G hereto. For the purposes of clarity, the parties hereto agree that all free writing prospectuses, if any, listed in Exhibit C H or Exhibit I hereto are Permitted Free Writing Prospectuses.

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