Common use of Accuracy of Registration Statement Clause in Contracts

Accuracy of Registration Statement. Each of the Registration Statement, and any post-effective amendment thereto, at the time each became effective and as of the applicable filing date as to the Prospectus and any amendment or supplement thereto, complied and will comply in all material respects with the Securities Act and the Rules and Regulations, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Each Preliminary Prospectus, at the time each was filed with the Commission, complied in all material respects with the Securities Act and the Rules and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Disclosure Package did not and will not, as of the Applicable Time, as of the Closing Time, and as of each Option Closing Time, if any, contain an untrue statement of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its date, as of the Closing Time, and as of each Option Closing Time, if any, complied and will comply in all material respects with the Securities Act and the Rules and Regulations and did not or will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering is identical to the electronically transmitted copies thereof filed with the Commission on EXXXX, except to the extent permitted by Regulation S-T. The foregoing representations and warranties in this Section 3(b) do not apply to any statements or omissions made in reliance on and in conformity with the Underwriter Content.

Accuracy of Registration Statement. Each of the Registration Statement, any Rule 462 Registration Statement and any post-effective amendment thereto, at the time each it became effective effective, when any document filed under the Exchange Act was or is filed and as of the applicable filing date as to the Prospectus and any amendment or supplement theretoat all subsequent times, complied and will comply in all material respects with the Securities Act and the Rules and Regulations, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. Each Preliminary Prospectus, at the time each was filed with the Commission, complied in all material respects with the Securities Act and the Rules and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Disclosure Package did not and will not, as of the Applicable Time, as of the Closing Time, and as of each Option Closing Time, if any, contain an untrue statement of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its dateamended or supplemented, as of its date and at all subsequent times when a prospectus is delivered or required (or, but for the Closing Timeprovisions of Rule 172, and as would be required) by applicable law to be delivered in connection with sales of each Option Closing Time, if anySecurities, complied and will comply in all material respects with the Securities Act, the Exchange Act and the Rules and Regulations Regulations, and did not or will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereintherein not misleading, in the light of the circumstances under which they were made, not misleading. Each Preliminary Prospectus preliminary prospectus (including the preliminary prospectus or prospectuses filed as part of the Registration Statement or any amendment thereto) complied when so filed in all material respects with the Act, the Exchange Act and the Rules and Regulations, and each preliminary prospectus and the Prospectus delivered to the Underwriters Representative for use in connection with this offering Offering is identical to the electronically transmitted copies thereof filed with the Commission on EXXXX, except to the extent permitted by Regulation S-T. The foregoing representations and warranties in this Section 3(b3(c) do not apply to any statements or omissions made in reliance on and in conformity with information relating to the Underwriter ContentUnderwriters furnished in writing to the Company by the Underwriters through the Representative specifically for inclusion in the Registration Statement or Prospectus or any amendment or supplement thereto. For all purposes of this Agreement, the information set forth in the Prospectus (i) the table under the first paragraph under the caption “Underwriting” setting forth the number of shares purchased by each Underwriter, (ii) in the second paragraph under the caption “Underwriting - Discounts and Commissions and Expenses” setting forth the amount of the selling concession, (iii) the paragraphs under the caption “Underwriting – Electronic Offer, Sale and Distribution of Shares,” and (iv) the paragraphs under the caption “Underwriting – Price Stabilization, Short Positions and Penalty Bids” regarding stabilization, short positions and penalty bids constitutes the only information (the “Underwriters’ Information”) relating to the Underwriters furnished in writing to the Company by the Underwriters through the Representative specifically for inclusion in the preliminary prospectus, the Registration Statement or the Prospectus.

Accuracy of Registration Statement. Each At all times subsequent to the date of this Agreement up to and including the Registration StatementClosing Date, and when any post-effective amendment theretothereof shall become effective, at the time each became Registration Statement (and the Registration Statement as amended if any post-effective and as of the applicable filing date as to the Prospectus and any amendment or supplement thereto, complied and thereof shall have become effective) will comply in all material respects with the provisions of the Securities Act and the Rules Exchange Act and Regulations, the rules and did not regulations of the Commission thereunder and will not contain any an untrue statement of a material fact or and will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Each Preliminary Prospectus; and, at all times subsequent to the time each was date of this Agreement up to and including the Closing Date, the Prospectus (and the Prospectus as amended or supplemented, if the Company shall have filed with the Commission, complied in all material respects Commission any amendment thereof or supplement thereto) will fully comply with the provisions of the Securities Act and the Rules Exchange Act and Regulations the rules and did regulations of the Commission thereunder and will not contain an untrue statement of a material fact or and will not omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Disclosure Package did not and will not; provided, as however, that none of the Applicable Time, as representations and warranties in this paragraph (b) shall apply to (i) that part of the Closing TimeRegistration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of 1939 (the "Trust Indenture Act"), and as of each Option Closing Time, if any, contain an untrue statement of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were madeTrustee or (ii) statements in, not misleading. The Prospectusor omissions from, as of its date, as of the Closing Time, and as of each Option Closing Time, if any, complied and will comply in all material respects with the Securities Act and the Rules and Regulations and did not Registration Statement or will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each Preliminary Prospectus and the Prospectus delivered or any amendment thereof or supplement thereto made in reliance upon and in conformity with information furnished as herein stated or otherwise furnished in writing to the Underwriters Company by or on behalf of any Underwriter through you for use in connection with this offering is identical to the electronically transmitted copies thereof filed with preparation of the Commission on EXXXX, except to Registration Statement or the extent permitted by Regulation S-T. The foregoing representations and warranties in this Section 3(b) do not apply to Prospectus or any statements such amendment or omissions made in reliance on and in conformity with the Underwriter Contentsupplement.

Accuracy of Registration Statement. Each of the Registration Statement, any Rule 462 Registration Statement and any post-effective amendment thereto, at the time each it became effective effective, when any document filed under the Exchange Act was or is filed and as of the applicable filing date as to the Prospectus and any amendment or supplement theretoat all subsequent times, complied and will comply in all material respects with the Securities Act and the Rules and Regulations, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. Each Preliminary Prospectus, at the time each was filed with the Commission, complied in all material respects with the Securities Act and the Rules and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Disclosure Package did not and will not, as of the Applicable Time, as of the Closing Time, and as of each Option Closing Time, if any, contain an untrue statement of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its dateamended or supplemented, as of its date and at all subsequent times when a prospectus is delivered or required (or, but for the Closing Timeprovisions of Rule 172, and as would be required) by applicable law to be delivered in connection with sales of each Option Closing Time, if anySecurities, complied and will comply in all material respects with the Securities Act, the Exchange Act and the Rules and Regulations Regulations, and did not or will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereintherein not misleading, in the light of the circumstances under which they were made, not misleading. Each Preliminary Prospectus preliminary prospectus (including the preliminary prospectus or prospectuses filed as part of the Registration Statement or any amendment thereto) complied when so filed in all material respects with Act, the Exchange Act and the Rules and Regulations, and each preliminary prospectus and the Prospectus delivered to the Underwriters Representative for use in connection with this offering Offering is identical to the electronically transmitted copies thereof filed with the Commission on EXXXXXXXXX, except to the extent permitted by Regulation S-T. The foregoing representations and warranties in this Section 3(b3(c) do not apply to any statements or omissions made in reliance on and in conformity with information relating to the Underwriter ContentUnderwriters furnished in writing to the Company by the Underwriters through the Representative specifically for inclusion in the Registration Statement or Prospectus or any amendment or supplement thereto. For all purposes of this Agreement, the information set forth in the Prospectus (i) in the third paragraph under the caption “Underwriting” setting forth the amount of the selling concession, and (ii) in the thirteenth paragraph under the caption “Underwriting” regarding stabilization, short positions and penalty bids constitutes the only information (the “Underwriters’ Information”) relating to the Underwriters furnished in writing to the Company by the Underwriters through the Representative specifically for inclusion in the preliminary prospectus, the Registration Statement or the Prospectus.

Accuracy of Registration Statement. Each of the Registration Statement, any Rule 462 Registration Statement and any post-effective amendment theretothereto (if any), at the time each it became effective and as of the applicable filing date as to the Prospectus and any amendment or supplement theretoat all subsequent times, complied and will comply in all material respects with the Securities Act and the Rules and Regulations, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. Each Preliminary Prospectus, at the time each was filed with the Commission, complied in all material respects with the Securities Act and the Rules and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Disclosure Package did not and will not, as of the Applicable Time, as of the Closing Time, and as of each Option Closing Time, if any, contain an untrue statement of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its dateamended or supplemented, as of the Closing Time, its date and as of each Option Closing Time, if anyat all subsequent times, complied and will comply in all material respects with the Securities Act and the Rules and Regulations Regulations, and did not or will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereintherein not misleading, in the light of the circumstances under which they were made, not misleading. Each Preliminary Prospectus preliminary prospectus (including the preliminary prospectus or prospectuses filed as part of the Registration Statement or any amendment thereto) complied when so filed in all material respects with the Rules and Regulations, and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering is identical to the electronically transmitted copies thereof filed with the Commission on the Electronic Data Gathering, Analysis and Retrieval System (“EXXXX”), except to the extent permitted by Regulation S-T. The foregoing representations and warranties in this Section 3(b3(c) do not apply to any statements or omissions made in reliance on and in conformity with information relating to any Underwriter furnished in writing to the Company by the Underwriters specifically for inclusion in the Registration Statement or Prospectus or any amendment or supplement thereto. For all purposes of this Agreement, the amounts of the selling concession set forth in the Prospectus constitute the only information (the “Underwriters’ Information”) relating to any Underwriter Contentfurnished in writing to the Company by the Underwriters specifically for inclusion in the preliminary prospectus, the Registration Statement or the Prospectus.

Accuracy of Registration Statement. Each At all times subsequent to the date of this Agreement up to and including the Registration StatementClosing Date, and when any post-effective amendment theretothereof shall become effective, at the time each became Registration Statement (and the Registration Statement as amended if any post-effective and as of the applicable filing date as to the Prospectus and any amendment or supplement thereto, complied and thereof shall have become effective) will comply in all material respects with the provisions of the Securities Act and the Rules Exchange Act and Regulations, the rules and did not regulations of the Commission thereunder and will not contain any an untrue statement of a material fact or and will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Each Preliminary Prospectus; and, at all times subsequent to the time each was date of this Agreement up to and including the Closing Date, the Prospectus (and the Prospectus as amended or supplemented, if the Company shall have filed with the Commission, complied in all material respects Commission any amendment thereof or supplement thereto) will fully comply with the provisions of the Securities Act and the Rules Exchange Act and Regulations the rules and did regulations of the Commission thereunder and will not contain an untrue statement of a material fact or and will not omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Disclosure Package did not and will not; provided, as however, that none of the Applicable Time, as representations and warranties in this paragraph (b) shall apply to (i) that part of the Closing Time, Registration Statement which shall constitute the Statement of Eligibility and as Qualification (Form T-1) under the Trust Indenture Act of each Option Closing Time, if any, contain an untrue statement of a material fact necessary in order to make 1939 (the statements therein, in the light "Trust Indenture Act") of the circumstances under which they were madeTrustee or (ii) statements in, not misleading. The Prospectusor omissions from, as of its date, as of the Closing Time, and as of each Option Closing Time, if any, complied and will comply in all material respects with the Securities Act and the Rules and Regulations and did not Registration Statement or will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each Preliminary Prospectus and the Prospectus delivered or any amendment thereof or supplement thereto made in reliance upon and in conformity with information furnished as herein stated or otherwise furnished in writing to the Underwriters Company by or on behalf of any Underwriter through you for use in connection with this offering is identical to the electronically transmitted copies thereof filed with preparation of the Commission on EXXXX, except to Registration Statement or the extent permitted by Regulation S-T. The foregoing representations and warranties in this Section 3(b) do not apply to Prospectus or any statements such amendment or omissions made in reliance on and in conformity with the Underwriter Contentsupplement.

Accuracy of Registration Statement. Each of the Registration Statement, and any post-effective amendment thereto, at the time each became effective and as of the applicable filing date as to the Prospectus and any amendment or supplement theretoeffective, complied and will comply in all material respects with the Securities Act and the Rules and Regulations, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. Each Preliminary Prospectus, at the time each was filed with the Commission, complied in all material respects with the Securities Act and the Rules and Regulations Regulations, and did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Disclosure Package did not and will not, as of the Applicable Time, as of the Closing Time, and as of each Option Closing TimeDate, if any, contain an untrue statement of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its date, as of the Closing Time, Time and as of each Option Closing TimeDate, if any, complied and will comply in all material respects with the Securities Act and the Rules and Regulations Regulations, and did not or will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering is identical to the electronically transmitted copies thereof filed with the Commission on EXXXX, except to the extent permitted by Regulation S-T. The foregoing representations and warranties in this Section 3(b3(c) do not apply to any statements or omissions made in reliance on and in conformity with the Underwriter ContentContent (as herein defined).

Accuracy of Registration Statement. Each of the Registration Statement, any Rule 462 Registration Statement and any post-effective amendment thereto, at the time each it became effective effective, when any document filed under the Exchange Act was or is filed and as of the applicable filing date as to the Prospectus and any amendment or supplement theretoat all subsequent times, complied and will comply in all material respects with the Securities Act and the Rules and Regulations, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. Each Preliminary Prospectus, at the time each was filed with the Commission, complied in all material respects with the Securities Act and the Rules and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Disclosure Package did not and will not, as of the Applicable Time, as of the Closing Time, and as of each Option Closing Time, if any, contain an untrue statement of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its dateamended or supplemented, as of its date and at all subsequent times when a prospectus is delivered or required (or, but for the Closing Timeprovisions of Rule 172, and as would be required) by applicable law to be delivered in connection with sales of each Option Closing Time, if anySecurities, complied and will comply in all material respects with the Securities Act, the Exchange Act and the Rules and Regulations Regulations, and did not or will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereintherein not misleading, in the light of the circumstances under which they were made, not misleading. Each Preliminary Prospectus preliminary prospectus (including the preliminary prospectus or prospectuses filed as part of the Registration Statement or any amendment thereto) complied when so filed in all material respects with Act, the Exchange Act and the Rules and Regulations, and each preliminary prospectus and the Prospectus delivered to the Underwriters Representative for use in connection with this offering Offering is identical to the electronically transmitted copies thereof filed with the Commission on EXXXXXXXXX, except to the extent permitted by Regulation S-T. The foregoing representations and warranties in this Section 3(b3(c) do not apply to any statements or omissions made in reliance on and in conformity with information relating to the Underwriter ContentUnderwriters furnished in writing to the Company by the Underwriters through the Representative specifically for inclusion in the Registration Statement or Prospectus or any amendment or supplement thereto. For all purposes of this Agreement, the information set forth in the Prospectus (i) in the third paragraph under the caption "Underwriting" setting forth the amount of the selling concession, and (ii) in the thirteenth paragraph under the caption "Underwriting" regarding stabilization, short positions and penalty bids constitutes the only information (the “Underwriters’ Information”) relating to the Underwriters furnished in writing to the Company by the Underwriters through the Representative specifically for inclusion in the preliminary prospectus, the Registration Statement or the Prospectus.

Accuracy of Registration Statement. Each of the Registration Statement, and any post-effective amendment thereto, at the time each became effective and as of the applicable filing date as to the Prospectus and any amendment or supplement theretoeffective, complied and will comply in all material respects with the Securities Act and the Rules and Regulations, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. Each Preliminary Prospectus, at the time each was filed with the Commission, complied in all material respects with the Securities Act and the Rules and Regulations Regulations, and did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Disclosure Package did not and will not, as of the Applicable Time, as of the Closing Time, and as of each Option Closing Time, if any, contain an untrue statement of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its date, as of the Closing Time, and as of each Option Closing Time, if any, complied and will comply in all material respects with the Securities Act and the Rules and Regulations Regulations, and did not or will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering is identical to the electronically transmitted copies thereof filed with the Commission on EXXXXXXXXX, except to the extent permitted by Regulation S-T. The foregoing representations and warranties in this Section 3(b3(c) do not apply to any statements or omissions made in reliance on and in conformity with the Underwriter ContentContent (as herein defined).

Accuracy of Registration Statement. Each of the Registration Statement, and any post-effective amendment thereto, at the time each became effective and as of the applicable filing date as to the Prospectus and any amendment or supplement thereto, complied and will comply in all material respects with the Securities Act and the Rules and Regulations, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Each Preliminary Prospectus, at the time each was filed with the Commission, complied in all material respects with the Securities Act and the Rules and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Disclosure Package did not and will not, as of the Applicable Time, as of the Closing Time, and as of each Option Closing TimeDate, if any, contain an untrue statement of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its date, as of the Closing Time, and as of each Option Closing TimeDate, if any, complied and will comply in all material respects with the Securities Act and the Rules and Regulations and did not or will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering is identical to the electronically transmitted copies thereof filed with the Commission on EXXXX, except to the extent permitted by Regulation S-T. The foregoing representations and warranties in this Section 3(b) do not apply to any statements or omissions made in reliance on and in conformity with the Underwriter ContentUnderwriters Content (as defined herein).

Accuracy of Registration Statement. Each of the Registration Statement, any Rule 462 Registration Statement and any post-effective amendment thereto, at the time each it became effective effective, when any document filed under the Exchange Act was or is filed and as of the applicable filing date as to the Prospectus and any amendment or supplement theretoat all subsequent times, complied and will comply in all material respects with the Securities Act and the Rules and Regulations, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. Each Preliminary Prospectus, at the time each was filed with the Commission, complied in all material respects with the Securities Act and the Rules and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Disclosure Package did not and will not, as of the Applicable Time, as of the Closing Time, and as of each Option Closing Time, if any, contain an untrue statement of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its dateamended or supplemented, as of its date and at all subsequent times when a prospectus is delivered or required (or, but for the Closing Timeprovisions of Rule 172, and as would be required) by applicable law to be delivered in connection with sales of each Option Closing Time, if anySecurities, complied and will comply in all material respects with the Securities Act, the Exchange Act and the Rules and Regulations Regulations, and did not or will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereintherein not misleading, in the light of the circumstances under which they were made, not misleading. Each Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering is identical to the electronically transmitted copies thereof filed with the Commission on EXXXX, except to the extent permitted by Regulation S-T. The foregoing representations and warranties in this Section 3(b3(e) do not apply to any statements or omissions made in reliance on and in conformity with information relating to the Underwriter ContentUnderwriters furnished in writing to the Company by the Underwriters through the Representative specifically for inclusion in the Registration Statement or Prospectus or any amendment or supplement thereto. For all purposes of this Agreement, the information set forth in the Prospectus (i) in the fourth and fifth sentences of the fourth paragraph under the caption "Underwriting" setting forth the amount of the selling concession, (ii) in the twelfth, thirteenth and fourteenth paragraphs under the caption "Underwriting" regarding stabilization, short positions, penalty bids and market making and (iii) in the section titled “Underwriting – Notice to Non-US Investors” constitutes the only information (the “Underwriters’ Information”) relating to the Underwriters furnished in writing to the Company by the Underwriters through the Representative specifically for inclusion in the preliminary prospectus, the Registration Statement or the Prospectus.

Accuracy of Registration Statement. Each of the Registration Statement, any Rule 462 Registration Statement and any post-effective amendment thereto, at the time each it became effective effective, when any document filed under the Exchange Act was or is filed and as of the applicable filing date as to the Prospectus and any amendment or supplement theretoat all subsequent times, complied and will comply in all material respects with the Securities Act and the Rules and Regulations, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. Each Preliminary Prospectus, at the time each was filed with the Commission, complied in all material respects with the Securities Act and the Rules and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Disclosure Package did not and will not, as of the Applicable Time, as of the Closing Time, and as of each Option Closing Time, if any, contain an untrue statement of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its dateamended or supplemented, as of its date and at all subsequent times when a prospectus is delivered or required (or, but for the Closing Timeprovisions of Rule 172, and as would be required) by applicable law to be delivered in connection with sales of each Option Closing Time, if anythe Offered Securities, complied and will comply in all material respects with the Securities Act, the Exchange Act and the Rules and Regulations Regulations, and did not or will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereintherein not misleading, in the light of the circumstances under which they were made, not misleading. Each Preliminary Prospectus preliminary prospectus (including the preliminary prospectus or prospectuses filed as part of the Registration Statement or any amendment thereto) complied when so filed in all material respects with Act, the Exchange Act and the Rules and Regulations, and each preliminary prospectus and the Prospectus delivered to the Underwriters Representative for use in connection with this offering Offering is identical to the electronically transmitted copies thereof filed with the Commission on EXXXX, except to the extent permitted by Regulation S-T. The foregoing representations and warranties in this Section 3(b3(c) do not apply to any statements or omissions made in reliance on and in conformity with information relating to the Underwriter ContentUnderwriters furnished in writing to the Company by the Underwriters through the Representative specifically for inclusion in the Registration Statement or Prospectus or any amendment or supplement thereto. For all purposes of this Agreement, the information set forth in the Prospectus (i) in the fourth paragraph under the caption “Underwriting” setting forth the amount of the selling concession and (ii) in the eleventh paragraph under the caption “Underwriting” regarding stabilization, short positions and penalty bids constitutes the only information (the “Underwriters’ Information”) relating to the Underwriters furnished in writing to the Company by the Underwriters through the Representative specifically for inclusion in the preliminary prospectus, the Registration Statement or the Prospectus.

Accuracy of Registration Statement. Each of the Registration Statement, any Rule 462 Registration Statement and any post-effective amendment thereto, at the time each it became effective effective, when any document filed under the Exchange Act was or is filed and as of the applicable filing date as to the Prospectus and any amendment or supplement theretoat all subsequent times, complied and will comply in all material respects with the Securities Act and the Rules and Regulations, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. Each Preliminary Prospectus, at the time each was filed with the Commission, complied in all material respects with the Securities Act and the Rules and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Disclosure Package did not and will not, as of the Applicable Time, as of the Closing Time, and as of each Option Closing Time, if any, contain an untrue statement of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its dateamended or supplemented, as of its date and at all subsequent times when a prospectus is delivered or required (or, but for the Closing Timeprovisions of Rule 172, and as would be required) by applicable law to be delivered in connection with sales of each Option Closing Time, if anySecurities, complied and will comply in all material respects with the Securities Act, the Exchange Act and the Rules and Regulations Regulations, and did not or will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereintherein not misleading, in the light of the circumstances under which they were made, not misleading. Each Preliminary Prospectus preliminary prospectus (including the preliminary prospectus or prospectuses filed as part of the Registration Statement or any amendment thereto) complied when so filed in all material respects with Act, the Exchange Act and the Rules and Regulations, and each preliminary prospectus and the Prospectus delivered to the Underwriters Representative for use in connection with this offering is identical to the electronically transmitted copies thereof filed with the Commission on EXXXXEDXXX, except to the extent permitted by Regulation S-T. The foregoing representations and warranties in this Section 3(b3(c) do not apply to any statements or omissions made in reliance on and in conformity with information relating to the Underwriter ContentUnderwriters furnished in writing to the Company by the Underwriters through the Representative specifically for inclusion in the Registration Statement or Prospectus or any amendment or supplement thereto. For all purposes of this Agreement, the information set forth in the Prospectus (i) in the third paragraph under the caption "Underwriting" setting forth the amount of the selling concession, and (ii) in the eleventh, twelfth and thirteenth paragraphs under the caption "Underwriting" regarding stabilization, short positions and penalty bids constitutes the only information (the “Underwriters’ Information”) relating to the Underwriters furnished in writing to the Company by the Underwriters through the Representative specifically for inclusion in the preliminary prospectus, the Registration Statement or the Prospectus.

Accuracy of Registration Statement. Each of the Registration Statement, any Rule 462 Registration Statement and any post-effective amendment thereto, at the time each it became effective effective, when any document filed under the Exchange Act was or is filed and as of the applicable filing date as to the Prospectus and any amendment or supplement theretoat all subsequent times, complied and will comply in all material respects with the Securities Act and the Rules and Regulations, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. Each Preliminary Prospectus, at the time each was filed with the Commission, complied in all material respects with the Securities Act and the Rules and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Disclosure Package did not and will not, as of the Applicable Time, as of the Closing Time, and as of each Option Closing Time, if any, contain an untrue statement of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its dateamended or supplemented, as of its date and at all subsequent times when a prospectus is delivered or required (or, but for the Closing Timeprovisions of Rule 172, and as would be required) by applicable law to be delivered in connection with sales of each Option Closing Time, if anySecurities, complied and will comply in all material respects with the Securities Act, the Exchange Act and the Rules and Regulations Regulations, and did not or will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereintherein not misleading, in the light of the circumstances under which they were made, not misleading. Each Preliminary Prospectus preliminary prospectus (including the preliminary prospectus or prospectuses filed as part of the Registration Statement or any amendment thereto) complied when so filed in all material respects with Act, the Exchange Act and the Rules and Regulations, and each preliminary prospectus and the Prospectus delivered to the Underwriters Representative for use in connection with this offering Offering is identical to the electronically transmitted copies thereof filed with the Commission on EXXXX, except to the extent permitted by Regulation S-T. The foregoing representations and warranties in this Section 3(b3(c) do not apply to any statements or omissions made in reliance on and in conformity with information relating to the Underwriter ContentUnderwriters furnished in writing to the Company by the Underwriters through the Representative specifically for inclusion in the Registration Statement or Prospectus or any amendment or supplement thereto. For all purposes of this Agreement, the information set forth in the Prospectus (i) in the tables showing the number of securities to be purchased by each Underwriter, (ii) in the first paragraph under the caption “Discount, Commissions and Expenses” setting forth the amount of the selling concession, and (iii) in the paragraphs under the captions “Price Stabilization, Short Positions and Penalty Bids,” “Passive Market Making,” and “Electronic Distribution,” constitutes the only information (the “Underwriters’ Information”) relating to the Underwriters furnished in writing to the Company by the Underwriters through the Representative specifically for inclusion in the preliminary prospectus, the Registration Statement or the Prospectus.

Accuracy of Registration Statement. Each of the Registration Statement, and any post-effective amendment thereto, at the time each became effective and as of the applicable filing date as to the Prospectus and any amendment or supplement thereto, complied and will comply in all material respects with the Securities Act and the Rules and Regulations, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Each Preliminary Prospectus, at the time each was filed with the Commission, complied in all material respects with the Securities Act and the Rules and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Disclosure Package did not and will not, as of the Applicable Time, and as of the Closing Time, and as of each Option Closing Time, if any, contain an untrue statement of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its date, and as of the Closing Time, and as of each Option Closing Time, if any, complied and will comply in all material respects with the Securities Act and the Rules and Regulations and did not or will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each Preliminary Prospectus and the Prospectus delivered to the Underwriters Underwriter for use in connection with this offering is identical to the electronically transmitted copies thereof filed with the Commission on EXXXXXXXXX, except to the extent permitted by Regulation S-T. The foregoing representations and warranties in this Section 3(b) do not apply to any statements or omissions made in reliance on and in conformity with the Underwriter ContentContent (as defined in Section 9(g) of this Agreement).

Accuracy of Registration Statement. Each of the Registration Statement, any Rule 462 Registration Statement and any post-effective amendment thereto, at the time each it became effective effective, when any document filed under the Exchange Act was or is filed and as of the applicable filing date as to the Prospectus and any amendment or supplement theretoat all subsequent times, complied and will comply in all material respects with the Securities Act and the Rules and Regulations, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. Each Preliminary Prospectus, at the time each was filed with the Commission, complied in all material respects with the Securities Act and the Rules and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Disclosure Package did not and will not, as of the Applicable Time, as of the Closing Time, and as of each Option Closing Time, if any, contain an untrue statement of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its dateamended or supplemented, as of its date and at all subsequent times when a prospectus is delivered or required (or, but for the Closing Timeprovisions of Rule 172, and as would be required) by applicable law to be delivered in connection with sales of each Option Closing Time, if anySecurities, complied and will comply in all material respects with the Securities Act, the Exchange Act and the Rules and Regulations Regulations, and did not or will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereintherein not misleading, in the light of the circumstances under which they were made, not misleading. Each Preliminary Prospectus preliminary prospectus (including the preliminary prospectus or prospectuses filed as part of the Registration Statement or any amendment thereto) complied when so filed in all material respects with Act, the Exchange Act and the Rules and Regulations, and each preliminary prospectus and the Prospectus delivered to the Underwriters Representative for use in connection with this offering is identical to the electronically transmitted copies thereof filed with the Commission on EXXXX, except to the extent permitted by Regulation S-T. The foregoing representations and warranties in this Section 3(b3(c) do not apply to any statements or omissions made in reliance on and in conformity with information relating to the Underwriter ContentUnderwriters furnished in writing to the Company by the Underwriters through the Representative specifically for inclusion in the Registration Statement or Prospectus or any amendment or supplement thereto. For all purposes of this Agreement, the information set forth in the Prospectus (i) in the third paragraph under the caption "Underwriting" setting forth the amount of the selling concession, and (ii) in the eleventh, twelfth and thirteenth paragraphs under the caption "Underwriting" regarding stabilization, short positions and penalty bids constitutes the only information (the “Underwriters’ Information”) relating to the Underwriters furnished in writing to the Company by the Underwriters through the Representative specifically for inclusion in the preliminary prospectus, the Registration Statement or the Prospectus.

Accuracy of Registration Statement. Each of the Registration Statement, any Rule 462 Registration Statement and any post-effective amendment thereto, at the time each it became effective effective, when any document filed under the Exchange Act was or is filed and as of the applicable filing date as to the Prospectus and any amendment or supplement theretoat all subsequent times, complied and will comply in all material respects with the Securities Act and the Rules and Regulations, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. Each Preliminary Prospectus, at the time each was filed with the Commission, complied in all material respects with the Securities Act and the Rules and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Disclosure Package did not and will not, as of the Applicable Time, as of the Closing Time, and as of each Option Closing Time, if any, contain an untrue statement of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its dateamended or supplemented, as of its date and at all subsequent times when a prospectus is delivered or required (or, but for the Closing Timeprovisions of Rule 172, and as would be required) by applicable law to be delivered in connection with sales of each Option Closing Time, if anySecurities, complied and will comply in all material respects with the Securities Act, the Exchange Act and the Rules and Regulations Regulations, and did not or will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereintherein not misleading, in the light of the circumstances under which they were made, not misleading. Each Preliminary Prospectus preliminary prospectus (including the preliminary prospectus or prospectuses filed as part of the Registration Statement or any amendment thereto) complied when so filed in all material respects with Act, the Exchange Act and the Rules and Regulations, and each preliminary prospectus and the Prospectus delivered to the Underwriters Representative for use in connection with this offering Offering is identical to the electronically transmitted copies thereof filed with the Commission on EXXXXXXXXX, except to the extent permitted by Regulation S-T. The foregoing representations and warranties in this Section 3(b3(c) do not apply to any statements or omissions made in reliance on and in conformity with information relating to the Underwriter ContentUnderwriters furnished in writing to the Company by the Underwriters through the Representative specifically for inclusion in the Registration Statement or Prospectus or any amendment or supplement thereto. For all purposes of this Agreement, the information set forth in the Prospectus (i) in the third paragraph under the caption "Underwriting" setting forth the amount of the selling concession, and (ii) in the twelfth and thirteenth paragraphs under the caption "Underwriting" regarding stabilization, short positions and penalty bids constitutes the only information (the “Underwriters’ Information”) relating to the Underwriters furnished in writing to the Company by the Underwriters through the Representative specifically for inclusion in the preliminary prospectus, the Registration Statement or the Prospectus.

Accuracy of Registration Statement. Each of the Registration Statement, any Rule 462 Registration Statement and any post-effective amendment thereto, at the time each became effective and as of the applicable filing effective date as to of the Prospectus Registration Statement and the Rule 462 Registration Statement and any post-effective amendment or supplement thereto,, complied and will comply in all material respects with the Securities Act and the Rules and Regulations, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. Each Preliminary ProspectusThe ADS Registration Statement, at the time each was filed with the Commissionas of its effective date and any post-effective amendment thereto, complied in all material respects with the Securities Act and the Rules and Regulations Regulations, and did not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Disclosure Package did not and will not, as of the Applicable Time, as of the Closing Time, and as of each Option Closing Time, if any, contain an untrue statement of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading. The Prospectus, as amended or supplemented, as of its date, as of the Closing Time, Date and as of each the Option Closing Time, if anyDate, complied and will comply in all material respects with the Securities Act and the Rules and Regulations Regulations, and did not or will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereintherein not misleading, in the light of the circumstances under which they were made, not misleading. Each Preliminary Prospectus preliminary prospectus (including the preliminary prospectus or prospectuses filed as part of the Registration Statement or any amendment thereto) complied when so filed in all material respects with the Rules and Regulations, and each preliminary prospectus and the Prospectus delivered to the Underwriters Underwriter for use in connection with this offering is identical to the electronically transmitted copies thereof filed with the Commission on EXXXX, except to the extent permitted by Regulation S-T. The foregoing representations and warranties in this Section 3(b3(c) do not apply to any statements or omissions made in reliance on and in conformity with information relating to the Underwriter Contentfurnished in writing to the Company by the Underwriter specifically for inclusion in the Registration Statement, the ADS Registration Statement or Prospectus or any amendment or supplement thereto. For all purposes of this Agreement, the information set forth in the Prospectus (i) the name of the Underwriter set forth on the cover and under the caption “Underwriting”, (ii) the information in the first paragraph under the caption “Underwriting—Commissions and Discounts, (iii) the information contained in the paragraph under the caption “Underwriting—Electronic Distribution,” and (iv) in the twenty-third, twenty-fourth, twenty-fifth and twenty-sixth paragraphs under the caption "Underwriting" regarding stabilization, syndicate covering transactions and penalty bids constitutes the only information (the “Underwriter’s Information”) relating to the Underwriter furnished in writing to the Company by the Underwriter specifically for inclusion in the preliminary prospectus, the Registration Statement, the ADS Registration Statement or the Prospectus.

Accuracy of Registration Statement. Each of the Registration Statement, any Rule 462 Registration Statement and any post-effective amendment thereto, at the time each it became effective effective, when any document filed under the Exchange Act was or is filed and as of the applicable filing date as to the Prospectus and any amendment or supplement theretoat all subsequent times, complied and will comply in all material respects with the Securities Act and the Rules and Regulations, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. Each Preliminary Prospectus, at the time each was filed with the Commission, complied in all material respects with the Securities Act and the Rules and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Disclosure Package did not and will not, as of the Applicable Time, as of the Closing Time, and as of each Option Closing Time, if any, contain an untrue statement of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its dateamended or supplemented, as of its date and at all subsequent times when a prospectus is delivered or required (or, but for the Closing Timeprovisions of Rule 172, and as would be required) by applicable law to be delivered in connection with sales of each Option Closing Time, if anySecurities, complied and will comply in all material respects with the Securities Act, the Exchange Act and the Rules and Regulations Regulations, and did not or will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereintherein not misleading, in the light of the circumstances under which they were made, not misleading. Each Preliminary Prospectus preliminary prospectus (including the preliminary prospectus or prospectuses filed as part of the Registration Statement or any amendment thereto) complied when so filed in all material respects with Act, the Exchange Act and the Rules and Regulations, and each preliminary prospectus and the Prospectus delivered to the Underwriters Representative for use in connection with this offering is identical to the electronically transmitted copies thereof filed with the Commission on EXXXX, except to the extent permitted by Regulation S-T. The foregoing representations and warranties in this Section 3(b3(c) do not apply to any statements or omissions made in reliance on and in conformity with information relating to the Underwriter ContentUnderwriters furnished in writing to the Company by the Underwriters through the Representative specifically for inclusion in the Registration Statement or Prospectus or any amendment or supplement thereto. For all purposes of this Agreement, the information set forth in the Prospectus under the caption “Underwriting” in the third, ninth, tenth, thirteenth, fifteenth and sixteenth paragraphs, constitutes the only information (the “Underwriters’ Information”) relating to the Underwriters furnished in writing to the Company by the Underwriters through the Representative specifically for inclusion in the preliminary prospectus, the Registration Statement or the Prospectus.

Accuracy of Registration Statement. Each of the Registration Statement, any Rule 462 Registration Statement and any post-effective amendment thereto, at the time each it became effective effective, when any document filed under the Exchange Act was or is filed and as of the applicable filing date as to the Prospectus and any amendment or supplement theretoat all subsequent times, complied and will comply in all material respects with the Securities Act and the Rules and Regulations, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. Each Preliminary Prospectus, at the time each was filed with the Commission, complied in all material respects with the Securities Act and the Rules and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Disclosure Package did not and will not, as of the Applicable Time, as of the Closing Time, and as of each Option Closing Time, if any, contain an untrue statement of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its dateamended or supplemented, as of its date and at all subsequent times when a prospectus is delivered or required (or, but for the Closing Timeprovisions of Rule 172, and as would be required) by applicable law to be delivered in connection with sales of each Option Closing Time, if anySecurities, complied and will comply in all material respects with the Securities Act, the Exchange Act and the Rules and Regulations Regulations, and did not or will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereintherein not misleading, in the light of the circumstances under which they were made, not misleading. Each Preliminary Prospectus preliminary prospectus (including the preliminary prospectus or prospectuses filed as part of the Registration Statement or any amendment thereto) complied when so filed in all material respects with Act, the Exchange Act and the Rules and Regulations, and each preliminary prospectus and the Prospectus delivered to the Underwriters Representative for use in connection with this offering Offering is identical to the electronically transmitted copies thereof filed with the Commission on EXXXX, except to the extent permitted by Regulation S-T. The foregoing representations and warranties in this Section 3(b3(c) do not apply to any statements or omissions made in reliance on and in conformity with information relating to the Underwriter ContentUnderwriters furnished in writing to the Company by the Underwriters through the Representative specifically for inclusion in the Registration Statement or Prospectus or any amendment or supplement thereto. For all purposes of this Agreement, the information set forth in the Prospectus (i) in the third paragraph under the caption “Underwriting” setting forth the amount of the selling concession, and (ii) in the twelfth and thirteenth paragraphs under the caption “Underwriting” regarding stabilization, short positions and penalty bids constitutes the only information (the “Underwriters’ Information”) relating to the Underwriters furnished in writing to the Company by the Underwriters through the Representative specifically for inclusion in the preliminary prospectus, the Registration Statement or the Prospectus.

Accuracy of Registration Statement. Each of the Registration Statement, and any post-effective amendment thereto, at the time each became effective and as of the applicable filing date as to the Prospectus and any amendment or supplement thereto, complied and will comply in all material respects with the Securities Act and the Rules and Regulations, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Each Preliminary Prospectus, at the time each was filed with the Commission, complied in all material respects with the Securities Act and the Rules and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Disclosure Package did not and will not, as of the Applicable Time, as of the Closing Time, and as of each Option Closing Time, if any, contain an untrue statement of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its date, as of the Closing Time, and as of each Option Closing Time, if any, complied and will comply in all material respects with the Securities Act and the Rules and Regulations and did not or will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering is identical to the electronically transmitted copies thereof filed with the Commission on EXXXXXXXXX, except to the extent permitted by Regulation S-T. The foregoing representations and warranties in this Section 3(b) do not apply to any statements or omissions made in reliance on and in conformity with the Underwriter ContentContent (as defined in Section 9(g) of this Agreement).

Accuracy of Registration Statement. Each of the Registration Statement, any Rule 462 Registration Statement and any post-effective amendment thereto, at the time each it became effective effective, when any document filed under the Exchange Act was or is filed and as of the applicable filing date as to the Prospectus and any amendment or supplement theretoat all subsequent times, complied and will comply in all material respects with the Securities Act and the Rules and Regulations, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. Each Preliminary Prospectus, at the time each was filed with the Commission, complied in all material respects with the Securities Act and the Rules and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Disclosure Package did not and will not, as of the Applicable Time, as of the Closing Time, and as of each Option Closing Time, if any, contain an untrue statement of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its dateamended or supplemented, as of its date and at all subsequent times when a prospectus is delivered or required (or, but for the Closing Timeprovisions of Rule 172, and as would be required) by applicable law to be delivered in connection with sales of each Option Closing Time, if anySecurities, complied and will comply in all material respects with the Securities Act, the Exchange Act and the Rules and Regulations Regulations, and did not or will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereintherein not misleading, in the light of the circumstances under which they were made, not misleading. Each Preliminary Prospectus preliminary prospectus (including the preliminary prospectus or prospectuses filed as part of the Registration Statement or any amendment thereto) complied when so filed in all material respects with Act, the Exchange Act and the Rules and Regulations, and each preliminary prospectus and the Prospectus delivered to the Underwriters Representative for use in connection with this offering is identical to the electronically transmitted copies thereof filed with the Commission on EXXXXXXXXX, except to the extent permitted by Regulation S-T. The foregoing representations and warranties in this Section 3(b3(c) do not apply to any statements or omissions made in reliance on and in conformity with information relating to the Underwriter ContentUnderwriters furnished in writing to the Company by the Underwriters through the Representative specifically for inclusion in the Registration Statement or Prospectus or any amendment or supplement thereto. For all purposes of this Agreement, the information set Exhibit 1.1 forth in the Prospectus (i) in the [first] sentence of the [fourth paragraph] under the caption "Underwriting" setting forth the amount of the selling concession, and (ii) in the [ninth, tenth and eleventh] paragraphs under the caption "Underwriting" regarding stabilization, short positions and penalty bids constitutes the only information (the “Underwriters’ Information”) relating to the Underwriters furnished in writing to the Company by the Underwriters through the Representative specifically for inclusion in the preliminary prospectus, the Registration Statement or the Prospectus.

Accuracy of Registration Statement. Each of the Registration Statement, any Rule 462 Registration Statement and any post-effective amendment thereto, at the time each it became effective effective, when any document filed under the Exchange Act was or is filed and as of the applicable filing date as to the Prospectus and any amendment or supplement theretoat all subsequent times, complied and will comply in all material respects with the Securities Act and the Rules and Regulations, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. Each Preliminary Prospectus, at the time each was filed with the Commission, complied in all material respects with the Securities Act and the Rules and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Disclosure Package did not and will not, as of the Applicable Time, as of the Closing Time, and as of each Option Closing Time, if any, contain an untrue statement of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its dateamended or supplemented, as of its date and at all subsequent times when a prospectus is delivered or required (or, but for the Closing Timeprovisions of Rule 172, and as would be required) by applicable law to be delivered in connection with sales of each Option Closing Time, if anythe Offered Securities, complied and will comply in all material respects with the Securities Act, the Exchange Act and the Rules and Regulations Regulations, and did not or will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereintherein not misleading, in the light of the circumstances under which they were made, not misleading. Each Preliminary Prospectus preliminary prospectus (including the preliminary prospectus or prospectuses filed as part of the Registration Statement or any amendment thereto) complied when so filed in all material respects with Act, the Exchange Act and the Rules and Regulations, and each preliminary prospectus and the Prospectus delivered to the Underwriters Representative for use in connection with this offering Offering is identical to the electronically transmitted copies thereof filed with the Commission on EXXXXXXXXX, except to the extent permitted by Regulation S-T. The foregoing representations and warranties in this Section 3(b3(c) do not apply to any statements or omissions made in reliance on and in conformity with information relating to the Underwriter ContentUnderwriters furnished in writing to the Company by the Underwriters through the Representative specifically for inclusion in the Registration Statement or Prospectus or any amendment or supplement thereto. For all purposes of this Agreement, the information set forth in the Prospectus (i) in the first paragraph under the caption “Underwriting-Discounts and Commissions” setting forth the amount of the selling concession and (ii) in the section entitled “Underwriting – Price Stabilization, Short Positions and Penalty Bids” regarding stabilization, short positions and penalty bids constitutes the only information (the “Underwriters’ Information”) relating to the Underwriters furnished in writing to the Company by the Underwriters through the Representative specifically for inclusion in the preliminary prospectus, the Registration Statement or the Prospectus.

Accuracy of Registration Statement. Each of the Registration Statement, any Rule 462 Registration Statement and any post-effective amendment thereto, at the time each became effective and as of the applicable filing effective date as to of the Prospectus Registration Statement and the Rule 462 Registration Statement and any post-effective amendment or supplement thereto,, complied and will comply in all material respects with the Securities Act and the Rules and Regulations, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. Each Preliminary ProspectusThe ADS Registration Statement, at the time each was filed with the Commissionas of its effective date and any post-effective amendment thereto, complied in all material respects with the Securities Act and the Rules and Regulations Regulations, and did not contain an any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Disclosure Package did not and will not, as of the Applicable Time, as of the Closing Time, and as of each Option Closing Time, if any, contain an untrue statement of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading. The Prospectus, as amended or supplemented, as of its date, as of the Closing Time, Date and as of each the Option Closing Time, if anyDate, complied and will comply in all material respects with the Securities Act and the Rules and Regulations Regulations, and did not or will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereintherein not misleading, in the light of the circumstances under which they were made, not misleading. Each Preliminary Prospectus preliminary prospectus (including the preliminary prospectus or prospectuses filed as part of the Registration Statement or any amendment thereto) complied when so filed in all material respects with the Rules and Regulations, and each preliminary prospectus and the Prospectus delivered to the Underwriters Underwriter for use in connection with this offering is identical to the electronically transmitted copies thereof filed with the Commission on EXXXXXXXXX, except to the extent permitted by Regulation S-T. The foregoing representations and warranties in this Section 3(b3(c) do not apply to any statements or omissions made in reliance on and in conformity with information relating to the Underwriter Contentfurnished in writing to the Company by the Underwriter specifically for inclusion in the Registration Statement, the ADS Registration Statement or Prospectus or any amendment or supplement thereto. For all purposes of this Agreement, the information set forth in the Prospectus (i) the name of the Underwriter set forth on the cover and under the caption “Underwriting”, (ii) the information in the first paragraph under the caption “Underwriting—Commissions and Discounts, (iii) the information contained in the paragraph under the caption “Underwriting—Electronic Distribution,” and (iv) in the twenty-third, twenty-fourth, twenty-fifth and twenty-sixth paragraphs under the caption "Underwriting" regarding stabilization, syndicate covering transactions and penalty bids constitutes the only information (the “Underwriter’s Information”) relating to the Underwriter furnished in writing to the Company by the Underwriter specifically for inclusion in the preliminary prospectus, the Registration Statement, the ADS Registration Statement or the Prospectus.

Accuracy of Registration Statement. Each of the Registration Statement, any Rule 462 Registration Statement and any post-effective amendment thereto, at the time each it became effective effective, when any document filed under the Exchange Act was or is filed and as of the applicable filing date as to the Prospectus and any amendment or supplement theretoat all subsequent times, complied and will comply in all material respects with the Securities Act and the Rules and Regulations, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. Each Preliminary Prospectus, at the time each was filed with the Commission, complied in all material respects with the Securities Act and the Rules and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Disclosure Package did not and will not, as of the Applicable Time, as of the Closing Time, and as of each Option Closing Time, if any, contain an untrue statement of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its dateamended or supplemented, as of its date and at all subsequent times when a prospectus is delivered or required (or, but for the Closing Timeprovisions of Rule 172, and as would be required) by applicable law to be delivered in connection with sales of each Option Closing Time, if anySecurities, complied and will comply in all material respects with the Securities Act, the Exchange Act and the Rules and Regulations Regulations, and did not or will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereintherein not misleading, in the light of the circumstances under which they were made, not misleading. Each Preliminary Prospectus preliminary prospectus (including the preliminary prospectus or prospectuses filed as part of the Registration Statement or any amendment thereto) complied when so filed in all material respects with Act, the Exchange Act and the Rules and Regulations, and each preliminary prospectus and the Prospectus delivered to the Underwriters Representatives for use in connection with this offering Offering is identical to the electronically transmitted copies thereof filed with the Commission on EXXXXXXXXX, except to the extent permitted by Regulation S-T. The foregoing representations and warranties in this Section 3(b3(c) do not apply to any statements or omissions made in reliance on and in conformity with information relating to the Underwriter ContentUnderwriters furnished in writing to the Company by the Underwriters through the Representatives specifically for inclusion in the Registration Statement or Prospectus or any amendment or supplement thereto. For all purposes of this Agreement, the information set forth in the Prospectus (i) in the paragraphs under the caption "Underwriting" setting forth the over-allotment that may be undertaken by the Underwriters and the amount of the selling concession, (ii) in the paragraphs under the caption "Underwriting" regarding stabilization, short positions and penalty bids and (iii) the statements set forth under the caption “Underwriting” insofar as such statements relate to the names and corresponding share amounts set forth in the table of Underwriters, constitutes the only information (the “Underwriters’ Information”) relating to the Underwriters furnished in writing to the Company by the Underwriters through the Representatives specifically for inclusion in the preliminary prospectus, the Registration Statement or the Prospectus.

Accuracy of Registration Statement. Each of the Registration Statement, any Rule 462 Registration Statement and any post-effective amendment thereto, at the time each it became effective effective, when any document filed under the Exchange Act was or is filed and as of the applicable filing date as to the Prospectus and any amendment or supplement theretoat all subsequent times, complied and will comply in all material respects with the Securities Act and the Rules and Regulations, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. Each Preliminary Prospectus, at the time each was filed with the Commission, complied in all material respects with the Securities Act and the Rules and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Disclosure Package did not and will not, as of the Applicable Time, as of the Closing Time, and as of each Option Closing Time, if any, contain an untrue statement of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its dateamended or supplemented, as of its date and at all subsequent times when a prospectus is delivered or required (or, but for the Closing Timeprovisions of Rule 172, and as would be required) by applicable law to be delivered in connection with sales of each Option Closing Time, if anySecurities, complied and will comply in all material respects with the Securities Act, the Exchange Act and the Rules and Regulations Regulations, and did not or will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereintherein not misleading, in the light of the circumstances under which they were made, not misleading. Each Preliminary Prospectus preliminary prospectus (including the preliminary prospectus or prospectuses filed as part of the Registration Statement or any amendment thereto) complied when so filed in all material respects with Act, the Exchange Act and the Rules and Regulations, and each preliminary prospectus and the Prospectus delivered to the Underwriters Representative for use in connection with this offering is identical to the electronically transmitted copies thereof filed with the Commission on EXXXXXXXXX, except to the extent permitted by Regulation S-T. The foregoing representations and warranties in this Section 3(b3(c) do not apply to any statements or omissions made in reliance on and in conformity with information relating to the Underwriter ContentUnderwriters furnished in writing to the Company by the Underwriters through the Representative specifically for inclusion in the Registration Statement or Prospectus or any amendment or supplement thereto. For all purposes of this Agreement, the information set forth in the Prospectus (i) in the third paragraph under the caption "Underwriting" setting forth the amount of the selling concession, and (ii) in the eleventh, twelfth and thirteenth paragraphs under the caption "Underwriting" regarding stabilization, short positions and penalty bids constitutes the only information (the “Underwriters’ Information”) relating to the Underwriters furnished in writing to the Company by the Underwriters through the Representative specifically for inclusion in the preliminary prospectus, the Registration Statement or the Prospectus.

Accuracy of Registration Statement. Each of On the Effective Date, the Registration Statement, and any post-effective amendment thereto, at the time each became effective and as of the applicable filing date as to the Prospectus and any amendment Statement did or supplement thereto, complied and will comply in all material respects with the Securities applicable requirements of the Act and the Rules and Regulations; on the Effective Date and when the Prospectus is first filed (if required) in accordance with Rule 424(b) and on the Closing Date, the Prospectus (as amended and together with any supplements thereto) did or will comply in all material respects with the applicable requirements of the Act and the Rules and Regulations; on the Effective Date, the Registration Statement did not and or will not contain any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements therein not misleading. Each Preliminary ; and, on the Effective Date, the Prospectus, at the time each was if not filed with the Commissionpursuant to Rule 424(b), complied in all material respects with the Securities Act and the Rules and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Disclosure Package did not and will not, as of the Applicable Time, as of the Closing Time, and as of each Option Closing Time, if any, contain an untrue statement of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its date, as of the Closing Time, and as of each Option Closing Time, if any, complied and will comply in all material respects with the Securities Act and the Rules and Regulations and did not or will not contain not, and on the date of any filing pursuant to Rule 424(b) and on the Closing Date, the Prospectus (as amended and together with any supplements thereto), will not, include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each Preliminary Prospectus and ; provided, however, that the Cooperative makes no representations or warranties as to the information contained in or omitted from the Registration Statement or the Prospectus delivered (or any supplements thereto) (x) in reliance upon and in conformity with information furnished in writing to the Underwriters Cooperative by the Underwriter specifically for use in connection with this offering is identical to the electronically transmitted copies thereof filed with preparation of the Commission on EXXXXRegistration Statement or the Prospectus (or any supplements thereto), except to (y) under the extent permitted by Regulation Scaption "National Rural Utilities Cooperative Finance Corporation" or (z) that constitutes the Statement of Eligibility and Qualification of the Trustee (and any co-T. The foregoing representations and warranties in this Section 3(btrustee) do not apply to any statements or omissions made in reliance on and in conformity with under the Underwriter ContentTrust Indenture Act.

Accuracy of Registration Statement. Each of the Registration Statement, any Rule 462 Registration Statement and any post-effective amendment thereto, at the time each it became effective effective, when any document filed under the Exchange Act was or is filed and as of the applicable filing date as to the Prospectus and any amendment or supplement theretoat all subsequent times, complied and will comply in all material respects with the Securities Act and the Rules and Regulations, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. Each Preliminary Prospectus, at the time each was filed with the Commission, complied in all material respects with the Securities Act and the Rules and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Disclosure Package did not and will not, as of the Applicable Time, as of the Closing Time, and as of each Option Closing Time, if any, contain an untrue statement of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its dateamended or supplemented, as of its date and at all subsequent times when a prospectus is delivered or required (or, but for the Closing Timeprovisions of Rule 172, and as would be required) by applicable law to be delivered in connection with sales of each Option Closing Time, if anySecurities, complied and will comply in all material respects with the Securities Act, the Exchange Act and the Rules and Regulations Regulations, and did not or will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereintherein not misleading, in the light of the circumstances under which they were made, not misleading. Each Preliminary Prospectus preliminary prospectus (including the preliminary prospectus or prospectuses filed as part of the Registration Statement or any amendment thereto) complied when so filed in all material respects with Act, the Exchange Act and the Rules and Regulations, and each preliminary prospectus and the Prospectus delivered to the Underwriters Representative for use in connection with this offering Offering is identical to the electronically transmitted copies thereof filed with the Commission on EXXXX, except to the extent permitted by Regulation S-T. The foregoing representations and warranties in this Section 3(b3(c) do not apply to any statements or omissions made in reliance on and in conformity with information relating to the Underwriter ContentUnderwriters furnished in writing to the Company by the Underwriters through the Representative specifically for inclusion in the Registration Statement or Prospectus or any amendment or supplement thereto. For all purposes of this Agreement, the information set forth in the Prospectus (i) in the third paragraph under the caption “Underwriting” setting forth the amount of the selling concession, and (ii) in the thirteenth paragraph under the caption “Underwriting” regarding stabilization, short positions and penalty bids constitutes the only information (the “Underwriters’ Information”) relating to the Underwriters furnished in writing to the Company by the Underwriters through the Representative specifically for inclusion in the preliminary prospectus, the Registration Statement or the Prospectus.

Accuracy of Registration Statement. Each of the Registration Statement, any Rule 462 Registration Statement and any post-effective amendment thereto, at the time each it became effective effective, when any document filed under the Exchange Act was or is filed and as of the applicable filing date as to the Prospectus and any amendment or supplement theretoat all subsequent times, complied and will comply in all material respects with the Securities Act and the Rules and Regulations, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. Each Preliminary Prospectus, at the time each was filed with the Commission, complied in all material respects with the Securities Act and the Rules and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Disclosure Package did not and will not, as of the Applicable Time, as of the Closing Time, and as of each Option Closing Time, if any, contain an untrue statement of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its dateamended or supplemented, as of its date and at all subsequent times when a prospectus is delivered or required (or, but for the Closing Timeprovisions of Rule 172, and as would be required) by applicable law to be delivered in connection with sales of each Option Closing Time, if anySecurities, complied and will comply in all material respects with the Securities Act, the Exchange Act and the Rules and Regulations Regulations, and did not or will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereintherein not misleading, in the light of the circumstances under which they were made, not misleading. Each Preliminary Prospectus preliminary prospectus (including the preliminary prospectus or prospectuses filed as part of the Registration Statement or any amendment thereto) complied when so filed in all material respects with the Act, the Exchange Act and the Rules and Regulations, and each preliminary prospectus and the Prospectus delivered to the Underwriters Representative for use in connection with this offering Offering is identical to the electronically transmitted copies thereof filed with the Commission on EXXXX, except to the extent permitted by Regulation S-T. The foregoing representations and warranties in this Section 3(b3(c) do not apply to any statements or omissions made in reliance on and in conformity with information relating to the Underwriters furnished in writing to the Company by the Underwriters through the Representative specifically for inclusion in the Registration Statement or Prospectus or any amendment or supplement thereto. For all purposes of this Agreement, the information set forth in the Prospectus (i) in the third paragraph under the caption “Underwriting - Underwriter ContentCompensation and Expenses” setting forth the amount of the selling concession, and (ii) the paragraphs under the caption “Underwriting - Stabilization” regarding stabilization, short positions and penalty bids constitutes the only information (the “Underwriters’ Information”) relating to the Underwriters furnished in writing to the Company by the Underwriters through the Representative specifically for inclusion in the preliminary prospectus, the Registration Statement or the Prospectus.

Accuracy of Registration Statement. Each of the Registration Statement, any Rule 462 Registration Statement and any post-effective amendment thereto, at the time each it became effective effective, when any document filed under the Exchange Act was or is filed and as of the applicable filing date as to the Prospectus and any amendment or supplement theretoat all subsequent times, complied and will comply in all material respects with the Securities Act and the Rules and Regulations, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. Each Preliminary Prospectus, at the time each was filed with the Commission, complied in all material respects with the Securities Act and the Rules and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Disclosure Package did not and will not, as of the Applicable Time, as of the Closing Time, and as of each Option Closing Time, if any, contain an untrue statement of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its dateamended or supplemented, as of its date and at all subsequent times when a prospectus is delivered or required (or, but for the Closing Timeprovisions of Rule 172, and as would be required) by applicable law to be delivered in connection with sales of each Option Closing Time, if anySecurities, complied and will comply in all material respects with the Securities Act, the Exchange Act and the Rules and Regulations Regulations, and did not or will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereintherein not misleading, in the light of the circumstances under which they were made, not misleading. Each Preliminary Prospectus preliminary prospectus (including the preliminary prospectus or prospectuses filed as part of the Registration Statement or any amendment thereto) complied when so filed in all material respects with Act, the Exchange Act and the Rules and Regulations, and each preliminary prospectus and the Prospectus delivered to the Underwriters Representative for use in connection with this offering Offering is identical to the electronically transmitted copies thereof filed with the Commission on EXXXX, except to the extent permitted by Regulation S-T. The foregoing representations and warranties in this Section 3(b3(c) do not apply to any statements or omissions made in reliance on and in conformity with information relating to the Underwriter ContentUnderwriters furnished in writing to the Company by the Underwriters through the Representative specifically for inclusion in the Registration Statement or Prospectus or any amendment or supplement thereto. For all purposes of this Agreement, the information set forth in the Prospectus (i) in the first and second sentences of the fifth paragraph under the caption “Underwriting—Underwriting Commissions and Discount and Expenses” setting forth the amount of the selling concession, (ii) under the caption “Underwriting — Price Stabilization, Short Positions and Penalty Bids” regarding stabilization, short positions and penalty bids, and (iii) under the caption “Underwriting — Electronic Distribution” constitutes the only information (the “Underwriters’ Information”) relating to the Underwriters furnished in writing to the Company by the Underwriters through the Representative specifically for inclusion in the preliminary prospectus, the Registration Statement or the Prospectus.

Accuracy of Registration Statement. Each of the Registration Statement and any post-effective amendment thereto, at the time each became effective, complied and will comply in all material respects with the Act and the Rules and Regulations, and each of the Registration Statement, and any post-effective amendment thereto, at the time each became effective effective, on the date hereof, on the Closing Date and as of the applicable filing date as to the Prospectus and on any amendment or supplement theretoOption Closing Date, complied and will comply in all material respects with the Securities Act and the Rules and Regulations, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The U.S. Prospectus, as amended or supplemented, as of its date, the date it is first filed in accordance with Rule 424(b) and on the Closing Date and any Option Closing Date, complied and will comply in all material respects with the Act and the Rules and Regulations, and did not or will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading, in the light of the circumstances under which they were made. Each U.S. Preliminary Prospectus, at the time each was filed with the Commissionas of its date, complied in all material respects with the Securities Act and the Rules and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Disclosure Package did not and will not, as of the Applicable Time, as of the Closing Time, and as of each Option Closing Time, if any, contain an untrue statement of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its date, as of the Closing Time, and as of each Option Closing Time, if any, complied and will comply in all material respects with the Securities Act and the Rules and Regulations and did not or will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each U.S. Preliminary Prospectus and the U.S. Prospectus delivered or made available to the Underwriters for use in connection with this offering is identical to the electronically transmitted copies thereof filed with the Commission on its Electronic Data Gathering, Analysis and Retrieval System (or any successor system) (“EXXXX”), except to the extent permitted by Regulation S-T. The Canadian Prospectus will, when the Canadian Prospectus Supplement is filed, be true and correct in all material respects and contain full, true and plain disclosure of all material facts relating to the Company and its subsidiaries and the Shares as required by applicable securities laws in each of the provinces and territories in Canada (other than Québec) emanating from governmental authorities, including the respective rules and regulations made thereunder together with applicable published national and local instruments, policy statements, notices, blanket rules and orders of the Canadian Securities Commissions, all discretionary rulings and orders applicable to the Company, if any, of the Canadian Securities Commissions (the “Canadian Securities Laws”). The Canadian Preliminary Supplement and the Canadian Prospectus comply and will comply in all material respects with Canadian Securities Laws. As of the Applicable Time, the Canadian Preliminary Prospectus was true and correct in all material respects and contained full, true and plain disclosure of all material facts relating to the Company and its subsidiaries and the Shares as required by the Canadian Securities Laws. The foregoing representations and warranties in this Section 3(b3(c) do not apply to any statements or omissions made in reliance on and in conformity with information relating to any Underwriter furnished in writing to the Company by the Representatives specifically for inclusion in the Registration Statement or Prospectus or any amendment or supplement thereto. For all purposes of this Agreement, the amounts of the selling concession and information regarding stabilization set forth in the Prospectus constitute the only information (the “Underwriters’ Information”) relating to any Underwriter Contentfurnished in writing to the Company by the Representatives specifically for inclusion in the preliminary prospectus, the Registration Statement or the Prospectus.

Accuracy of Registration Statement. Each of the Registration Statement, Statement and any post-effective amendment thereto, at the time each it became effective and as of the applicable filing at each deemed effective date as with respect to the Prospectus Underwriters pursuant to Rule 430B(f)(2) under the Rules and any amendment or supplement theretoRegulations and at the Closing Date and the Option Closing Date, complied and will comply in all material respects with the Securities Act and the Rules and Regulations, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. Each Preliminary Prospectus, at the time each was filed with the Commission, complied in all material respects with the Securities Act and the Rules and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Disclosure Package did not and will not, as of the Applicable Time, as of the Closing Time, and as of each Option Closing Time, if any, contain an untrue statement of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its dateamended or supplemented, as of its date and at the Closing Time, Date and as of each the Option Closing Time, if anyDate, complied and will comply in all material respects with the Securities Act and the Rules and Regulations Regulations, and did not or will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereintherein not misleading, in the light of the circumstances under which they were made, not misleading. Each Preliminary Prospectus preliminary prospectus (including the preliminary prospectus or prospectuses filed as part of the Registration Statement or any amendment thereto) complied when so filed in all material respects with the Rules and Regulations, and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering is identical to the electronically transmitted copies thereof filed with the Commission on EXXXXthe Commission’s Electronic Data Gathering, Analysis and Retrieval system or any successor system (“XXXXX”), except to the extent permitted by Regulation S-T. The foregoing representations and warranties in this Section 3(b) do not apply to any statements or omissions made in reliance on and in conformity with information relating to any Underwriter furnished in writing to the Company by the Representatives specifically for inclusion in the Registration Statement or Prospectus or any amendment or supplement thereto. For all purposes of this Agreement, the concession figure appearing in the fourth paragraph and the information contained in the eleventh and twelfth paragraphs under the caption “Underwriting” set forth in the Prospectus constitute the only information (the “Underwriters’ Information”) relating to any Underwriter Contentfurnished to the Company by the Representatives specifically for inclusion in the preliminary prospectus, the Registration Statement or the Prospectus.

Accuracy of Registration Statement. Each of the Registration Statement, any Rule 462 Registration Statement and any post-effective amendment thereto, at the time each it became effective effective, when any document filed under the Exchange Act was or is filed and as of the applicable filing date as to the Prospectus and any amendment or supplement theretoat all subsequent times, complied and will comply in all material respects with the Securities Act and the Rules and Regulations, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. Each Preliminary Prospectus, at the time each was filed with the Commission, complied in all material respects with the Securities Act and the Rules and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Disclosure Package did not and will not, as of the Applicable Time, as of the Closing Time, and as of each Option Closing Time, if any, contain an untrue statement of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its dateamended or supplemented, as of its date and at all subsequent times when a prospectus is delivered or required (or, but for the Closing Timeprovisions of Rule 172, and as would be required) by applicable law to be delivered in connection with sales of each Option Closing Time, if anySecurities, complied and will comply in all material respects with the Securities Act, the Exchange Act and the Rules and Regulations Regulations, and did not or will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereintherein not misleading, in the light of the circumstances under which they were made, not misleading. Each Preliminary Prospectus preliminary prospectus (including the preliminary prospectus or prospectuses filed as part of the Registration Statement or any amendment thereto) complied when so filed in all material respects with Act, the Exchange Act and the Rules and Regulations, and each preliminary prospectus and the Prospectus delivered to the Underwriters Representative for use in connection with this offering is identical to the electronically transmitted copies thereof filed with the Commission on EXXXXXXXXX, except to the extent permitted by Regulation S-T. The foregoing representations and warranties in this Section 3(b3(c) do not apply to any statements or omissions made in reliance on and in conformity with information relating to the Underwriter ContentUnderwriters furnished in writing to the Company by the Underwriters through the Representative specifically for inclusion in the Registration Statement or Prospectus or any amendment or supplement thereto. . For all purposes of this Agreement, the information set forth in the Prospectus under the caption “Underwriting” in the third, twelfth, thirteenth, fourteenth and fifteenth paragraphs, constitutes the only information (the “Underwriters’ Information”) relating to the Underwriters furnished in writing to the Company by the Underwriters through the Representative specifically for inclusion in the preliminary prospectus, the Registration Statement or the Prospectus.

Accuracy of Registration Statement. Each of the Registration Statement, any Rule 462 Registration Statement and any post-effective amendment thereto, at the time each it became effective effective, when any document filed under the Act was or is filed and as of the applicable filing date as to the Prospectus and any amendment or supplement theretoat all subsequent times, complied and will comply in all material respects with the Securities Act and the Rules and Regulations, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. Each Preliminary Prospectus, at the time each was filed with the Commission, complied in all material respects with the Securities Act and the Rules and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Disclosure Package did not and will not, as of the Applicable Time, as of the Closing Time, and as of each Option Closing Time, if any, contain an untrue statement of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its dateamended or supplemented, as of its date and at all subsequent times when a prospectus is delivered or required (or, but for the Closing Timeprovisions of Rule 172, and as would be required) by applicable law to be delivered in connection with sales of each Option Closing Time, if anySecurities, complied and will comply in all material respects with the Securities Act, the Exchange Act and the Rules and Regulations Regulations, and did not or will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereintherein not misleading, in the light of the circumstances under which they were made, not misleading. Each Preliminary Prospectus preliminary prospectus (including the preliminary prospectus or prospectuses filed as part of the Registration Statement or any amendment thereto) complied when so filed in all material respects with the Act, the Exchange Act and the Rules and Regulations, and each preliminary prospectus and the Prospectus delivered to the Underwriters Representative for use in connection with this offering Offering is identical to the electronically transmitted copies thereof filed with the Commission on EXXXXXXXXX, except to the extent permitted by Regulation S-T. The foregoing representations and warranties in this Section 3(b3(c) do not apply to any statements or omissions made in reliance on and in conformity with information relating to the Underwriter ContentUnderwriters furnished in writing to the Company by the Underwriters through the Representative specifically for inclusion in the Registration Statement or Prospectus or any amendment or supplement thereto. For all purposes of this Agreement, the information set forth in the Prospectus, including (i) the table under the first paragraph under the caption “Underwriting” setting forth the number of shares purchased by each Underwriter, (ii) in the second paragraph under the caption “Underwriting – Discounts, Commissions and Expenses” and in the last paragraph under the caption “Underwriting”, setting forth the amount of the selling concession, (iii) the paragraphs under the caption “Underwriting – Electronic Offer, Sale and Distribution of Securities,” and (iv) the paragraphs under the caption “Underwriting – Stabilization”, “Underwriting – Passive Market Making”, “Underwriting – Other Relationships” regarding stabilization, short positions and penalty bids (the “Underwriters’ Information”) constitutes the only information relating to the Underwriters furnished in writing to the Company by the Underwriters through the Representative specifically for inclusion in the preliminary prospectus, the Registration Statement or the Prospectus.

Accuracy of Registration Statement. Each of the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto, at the time each it became effective and as of the applicable filing date as to the Prospectus and any amendment or supplement theretoat all subsequent times, complied and will comply in all material respects with the Securities Act and the Rules and Regulations, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. Each Preliminary Prospectus, at the time each was filed with the Commission, complied in all material respects with the Securities Act and the Rules and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Disclosure Package did not and will not, as of the Applicable Time, as of the Closing Time, and as of each Option Closing Time, if any, contain an untrue statement of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its dateamended or supplemented, as of the Closing Time, its date and as of each Option Closing Time, if anyat all subsequent times, complied and will comply in all material respects with the Securities Act and the Rules and Regulations Regulations, and did not or and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each Preliminary Prospectus preliminary prospectus (including the preliminary prospectus or prospectuses filed as part of the Registration Statement or any amendment thereto) complied when so filed in all material respects with the Act and the Rules and Regulations and did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering is identical to the electronically transmitted copies thereof filed with the Commission on EXXXXXXXXX, except to the extent permitted by Regulation S-T. The foregoing representations and warranties in this Section 3(b3(c) do not apply to any statements or omissions made in reliance on and in conformity with information relating to any Underwriter furnished in writing to the Underwriter ContentCompany by the Representatives specifically for inclusion in the Registration Statement or Prospectus or any amendment or supplement thereto, it being understood and agreed that the only such information is that described as such in Section 6(b) hereof.

Accuracy of Registration Statement. Each of the Registration Statement, any Rule 462 Registration Statement and any post-effective amendment thereto, at the time each it became effective effective, when any document filed under the Exchange Act was or is filed and as of the applicable filing date as to the Prospectus and any amendment or supplement theretoat all subsequent times, complied and will comply in all material respects with the Securities Act and the Rules and Regulations, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. Each Preliminary Prospectus, at the time each was filed with the Commission, complied in all material respects with the Securities Act and the Rules and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Disclosure Package did not and will not, as of the Applicable Time, as of the Closing Time, and as of each Option Closing Time, if any, contain an untrue statement of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its dateamended or supplemented, as of its date and at all subsequent times when a prospectus is delivered or required (or, but for the Closing Timeprovisions of Rule 172, and as would be required) by applicable law to be delivered in connection with sales of each Option Closing Time, if anySecurities, complied and will comply in all material respects with the Securities Act, the Exchange Act and the Rules and Regulations Regulations, and did not or will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereintherein not misleading, in the light of the circumstances under which they were made, not misleading. Each Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering is identical to the electronically transmitted copies thereof filed with the Commission on EXXXX, except to the extent permitted by Regulation S-T. The foregoing representations and warranties in this Section 3(b3(c) do not apply to any statements or omissions made in reliance on and in conformity with information relating to the Underwriter ContentUnderwriters furnished in writing to the Company by the Underwriters through the Representative specifically for inclusion in the Registration Statement or Prospectus or any amendment or supplement thereto. For all purposes of this Agreement, the information set forth in the Prospectus (i) in the fourth and fifth sentences of the fourth paragraph under the caption “Underwriting” setting forth the amount of the selling concession and (ii) in the tenth, eleventh and twelfth paragraphs under the caption “Underwriting” regarding stabilization, short positions and penalty bids constitutes the only information (the “Underwriters’ Information”) relating to the Underwriters furnished in writing to the Company by the Underwriters through the Representative specifically for inclusion in the preliminary prospectus, the Registration Statement or the Prospectus.

Accuracy of Registration Statement. Each of the Registration Statement, any Rule 462 Registration Statement and any post-effective amendment thereto, at the time each it became effective effective, when any document filed under the Exchange Act was or is filed and as of the applicable filing date as to the Prospectus and any amendment or supplement theretoat all subsequent times, complied and will comply in all material respects with the Securities Act and the Rules and Regulations, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. Each Preliminary Prospectus, at the time each was filed with the Commission, complied in all material respects with the Securities Act and the Rules and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Disclosure Package did not and will not, as of the Applicable Time, as of the Closing Time, and as of each Option Closing Time, if any, contain an untrue statement of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its dateamended or supplemented, as of its date and at all subsequent times when a prospectus is delivered or required (or, but for the Closing Timeprovisions of Rule 172, and as would be required) by applicable law to be delivered in connection with sales of each Option Closing Time, if anyRegistered Securities, complied and will comply in all material respects with the Securities Act, the Exchange Act and the Rules and Regulations Regulations, and did not or will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereintherein not misleading, in the light of the circumstances under which they were made, not misleading. Each Preliminary Prospectus preliminary prospectus (including the preliminary prospectus or prospectuses filed as part of the Registration Statement or any amendment thereto) complied when so filed in all material respects with the Act and the Rules and Regulations, and each preliminary prospectus and the Prospectus delivered to the Underwriters Representative for use in connection with this the offering of the Registered Securities is identical to the electronically transmitted copies thereof filed with the Commission on EXXXXXXXXX, except to the extent permitted by Regulation S-T. T or otherwise necessary for purposes of eliminating disclosures contained in the preliminary prospectus specific to registration of the resale of the Stockholder Shares (as defined in the Registration Statement). The foregoing representations and warranties in this Section 3(b3(c) do not apply to any statements or omissions made in reliance on and in conformity with information relating to the Underwriter ContentUnderwriters furnished in writing to the Company by the Underwriters through the Representative specifically for inclusion in the Registration Statement or Prospectus or any amendment or supplement thereto. For all purposes of this Agreement, the information set forth in the Prospectus (i) under the caption "Underwriting" setting forth the amount of the selling concession, and (ii) under the caption "Underwriting - Stabilization" regarding stabilization, short positions and penalty bids, constitutes the only information (the “Underwriters’ Information”) relating to the Underwriters furnished in writing to the Company by the Underwriters through the Representative specifically for inclusion in the preliminary prospectus, the Registration Statement or the Prospectus.

Accuracy of Registration Statement. Each of the Registration Statement, any Rule 462 Registration Statement and any post-effective amendment thereto, at the time each it became effective effective, when any document filed under the Exchange Act was or is filed and as of the applicable filing date as to the Prospectus and any amendment or supplement theretoat all subsequent times, complied and will comply in all material respects with the Securities Act and the Rules and Regulations, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. Each Preliminary Prospectus, at the time each was filed with the Commission, complied in all material respects with the Securities Act and the Rules and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Disclosure Package did not and will not, as of the Applicable Time, as of the Closing Time, and as of each Option Closing Time, if any, contain an untrue statement of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its dateamended or supplemented, as of its date and at all subsequent times when a prospectus is delivered or required (or, but for the Closing Timeprovisions of Rule 172, and as would be required) by applicable law to be delivered in connection with sales of each Option Closing Time, if anySecurities, complied and will comply in all material respects with the Securities Act, the Exchange Act and the Rules and Regulations Regulations, and did not or will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereintherein not misleading, in the light of the circumstances under which they were made, not misleading. Each Preliminary Prospectus preliminary prospectus (including the preliminary prospectus or prospectuses filed as part of the Registration Statement or any amendment thereto) complied when so filed in all material respects with Act, the Exchange Act and the Rules and Regulations, and each preliminary prospectus and the Prospectus delivered to the Underwriters Representative for use in connection with this offering Offering is identical to the electronically transmitted copies thereof filed with the Commission on EXXXX, except to the extent permitted by Regulation S-T. The foregoing representations and warranties in this Section 3(b3(c) do not apply to any statements or omissions made in reliance on and in conformity with information relating to the Underwriter ContentUnderwriters furnished in writing to the Company by the Underwriters through the Representative specifically for inclusion in the Registration Statement or Prospectus or any amendment or supplement thereto. For all purposes of this Agreement, the information set forth in the Prospectus (i) in the tables showing the number of securities to be purchased by each Underwriter, (ii) in the first paragraph under the caption "Discount, Commissions and Expenses" setting forth the amount of the selling concession, and (iii) in the paragraphs under the captions “Price Stabilization, Short Positions and Penalty Bids,” “Passive Market Making,” and “Electronic Distribution,” constitutes the only information (the “Underwriters’ Information”) relating to the Underwriters furnished in writing to the Company by the Underwriters through the Representative specifically for inclusion in the preliminary prospectus, the Registration Statement or the Prospectus.

Accuracy of Registration Statement. Each of the Registration Statement, any Rule 462 Registration Statement and any post-effective amendment thereto, at the time each it became effective and as of at the applicable filing date as to Closing Date and the Prospectus and any amendment or supplement theretoOption Closing Date, complied and will comply in all material respects with the Securities Act and the Rules and Regulations, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. Each Preliminary Prospectus, at the time each was filed with the Commission, complied in all material respects with the Securities Act and the Rules and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Disclosure Package did not and will not, as of the Applicable Time, as of the Closing Time, and as of each Option Closing Time, if any, contain an untrue statement of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its dateamended or supplemented, as of its date and at the Closing Time, Date and as of each the Option Closing Time, if anyDate, complied and will comply in all material respects with the Securities Act and the Rules and Regulations Regulations, and did not or will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereintherein not misleading, in the light of the circumstances under which they were made, not misleading. Each Preliminary Prospectus preliminary prospectus (including the preliminary prospectus or prospectuses filed as part of the Registration Statement or any amendment thereto) complied when so filed in all material respects with the Rules and Regulations, and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering is identical to the electronically transmitted copies thereof filed with the Commission on EXXXXthe Commission’s Electronic Data Gathering, Analysis and Retrieval system or any successor system (“XXXXX”), except to the extent permitted by Regulation S-T. The foregoing representations and warranties in this Section 3(b3(c) do not apply to any statements or omissions made in reliance on and in conformity with information relating to any Underwriter furnished in writing to the Company by the Representatives specifically for inclusion in the Registration Statement or Prospectus or any amendment or supplement thereto. For all purposes of this Agreement, [•] set forth in the Prospectus under the caption “Underwriting” constitute the only information (the “Underwriters’ Information”) relating to any Underwriter Contentfurnished in writing to the Company by the Representatives specifically for inclusion in the preliminary prospectus, the Registration Statement or the Prospectus.

Accuracy of Registration Statement. Each At all times subsequent to the date of this Agreement up to and including the Registration StatementClosing Date, and when any post-effective amendment theretothereof shall become effective, at the time each became Registration Statement (and the Registration Statement as amended if any post-effective and as of the applicable filing date as to the Prospectus and any amendment or supplement thereto, complied and thereof shall have become effective) will comply in all material respects with the provisions of the Securities Act and the Rules Exchange Act and Regulations, the rules and did not regulations of the Commission thereunder and will not contain any an untrue statement of a material fact or and will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Each Preliminary Prospectus; and, at all times subsequent to the time each was date of this Agreement up to and including the Closing Date, the Prospectus (and the Prospectus as amended or supplemented, if the Company shall have filed with the Commission, complied in all material respects Commission any amendment thereof or supplement thereto) will fully comply with the provisions of the Securities Act and the Rules Exchange Act and Regulations the rules and did regulations of the Commission thereunder and will not contain an untrue statement of a material fact or and will not omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Disclosure Package did not and will not; provided, as however, that none of the Applicable Time, as representations and warranties in this paragraph (b) shall apply to (i) that part of the Closing TimeRegistration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of 1939 (the "Trust Indenture Act"), and as of each Option Closing Time, if any, contain an untrue statement of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were madeTrustee or (ii) statements in, not misleading. The Prospectusor omissions from, as of its date, as of the Closing Time, and as of each Option Closing Time, if any, complied and will comply in all material respects with the Securities Act and the Rules and Regulations and did not Registration Statement or will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each Preliminary Prospectus and the Prospectus delivered or any amendment thereof or supplement thereto made in reliance upon and in conformity with information furnished as herein stated or otherwise furnished in writing to the Underwriters Company by or on behalf of any Underwriter through you for use in connection with this offering is identical to the electronically transmitted copies thereof filed with preparation of the Commission on EXXXX, except to Registration Statement or the extent permitted by Regulation S-T. The foregoing representations and warranties in this Section 3(b) do not apply to Prospectus or any statements such amendment or omissions made in reliance on and in conformity with the Underwriter Content.supplement. 4 4

Accuracy of Registration Statement. Each of the Registration Statement, any Rule 462 Registration Statement and any post-effective amendment thereto, at the time each it became effective effective, when any document filed under the Exchange Act was or is filed and as of the applicable filing date as to the Prospectus and any amendment or supplement theretoat all subsequent times, complied and will comply in all material respects with the Securities Act and the Rules and Regulations, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. Each Preliminary Prospectus, at the time each was filed with the Commission, complied in all material respects with the Securities Act and the Rules and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Disclosure Package did not and will not, as of the Applicable Time, as of the Closing Time, and as of each Option Closing Time, if any, contain an untrue statement of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its dateamended or supplemented, as of its date and at all subsequent times when a prospectus is delivered or required (or, but for the Closing Timeprovisions of Rule 172, and as would be required) by applicable law to be delivered in connection with sales of each Option Closing Time, if anythe Offered Securities, complied and will comply in all material respects with the Securities Act, the Exchange Act and the Rules and Regulations Regulations, and did not or will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereintherein not misleading, in the light of the circumstances under which they were made, not misleading. Each Preliminary Prospectus preliminary prospectus (including the preliminary prospectus or prospectuses filed as part of the Registration Statement or any amendment thereto) complied when so filed in all material respects with Act, the Exchange Act and the Rules and Regulations, and each preliminary prospectus and the Prospectus delivered to the Underwriters Representative for use in connection with this offering Offering is identical to the electronically transmitted copies thereof filed with the Commission on EXXXX, except to the extent permitted by Regulation S-T. The foregoing representations and warranties in this Section 3(b3(c) do not apply to any statements or omissions made in reliance on and in conformity with information relating to the Underwriter ContentUnderwriters furnished in writing to the Company by the Underwriters through the Representative specifically for inclusion in the Registration Statement or Prospectus or any amendment or supplement thereto. For all purposes of this Agreement, the information set forth in the Prospectus (i) in the fourth paragraph under the caption “Underwriting” setting forth the amount of the selling concession and (ii) in the fourteenth paragraph under the caption “Underwriting” regarding stabilization, short positions and penalty bids constitutes the only information (the “Underwriters’ Information”) relating to the Underwriters furnished in writing to the Company by the Underwriters through the Representative specifically for inclusion in the preliminary prospectus, the Registration Statement or the Prospectus.

Accuracy of Registration Statement. Each of the Registration Statement, any Rule 462 Registration Statement and any post-effective amendment thereto, at the time each it became effective effective, when any document filed under the Exchange Act was or is filed and as of the applicable filing date as to the Prospectus and any amendment or supplement theretoat all subsequent times, complied and will comply in all material respects with the Securities Act and the Rules and Regulations, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. Each Preliminary Prospectus, at the time each was filed with the Commission, complied in all material respects with the Securities Act and the Rules and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Disclosure Package did not and will not, as of the Applicable Time, as of the Closing Time, and as of each Option Closing Time, if any, contain an untrue statement of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its dateamended or supplemented, as of its date and at all subsequent times when a prospectus is delivered or required (or, but for the Closing Timeprovisions of Rule 172, and as would be required) by applicable law to be delivered in connection with sales of each Option Closing Time, if anySecurities, complied and will comply in all material respects with the Securities Act, the Exchange Act and the Rules and Regulations Regulations, and did not or will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereintherein not misleading, in the light of the circumstances under which they were made, not misleading. Each Preliminary Prospectus preliminary prospectus (including the preliminary prospectus or prospectuses filed as part of the Registration Statement or any amendment thereto) complied when so filed in all material respects with Act, the Exchange Act and the Rules and Regulations, and each preliminary prospectus and the Prospectus delivered to the Underwriters Representative for use in connection with this offering is identical to the electronically transmitted copies thereof filed with the Commission on EXXXXXXXXX, except to {00496218.DOCX.4} - 3 - the extent permitted by Regulation S-T. The foregoing representations and warranties in this Section 3(b3(c) do not apply to any statements or omissions made in reliance on and in conformity with information relating to the Underwriter ContentUnderwriters furnished in writing to the Company by the Underwriters through the Representative specifically for inclusion in the Registration Statement or Prospectus or any amendment or supplement thereto. . For all purposes of this Agreement, the information set forth in the Prospectus under the caption “Underwriting” in the third, twelfth, thirteenth, fourteenth and fifteenth paragraphs, constitutes the only information (the “Underwriters’ Information”) relating to the Underwriters furnished in writing to the Company by the Underwriters through the Representative specifically for inclusion in the preliminary prospectus, the Registration Statement or the Prospectus.

Accuracy of Registration Statement. Each of the Registration Statement, and any post-effective amendment thereto, at the time each became effective and as of the applicable filing date as to the Prospectus and any amendment or supplement thereto, complied and will comply in all material respects with the Securities Act and the Rules and Regulations, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Each Preliminary Prospectus, at the time each was filed with the Commission, complied in all material respects with the Securities Act and the Rules and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Disclosure Package did not and will not, as of the Applicable Time, as of the Closing Time, and as of each Option Closing Time, if any, contain an untrue statement of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its date, as of the Closing Time, and as of each Option Closing Time, if any, complied and will comply in all material respects with the Securities Act and the Rules and Regulations and did not or will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering is identical to the electronically transmitted copies thereof filed with the Commission on EXXXXXXXXX, except to the extent permitted by Regulation S-T. The foregoing representations and warranties in this Section 3(b) do not apply to any statements or omissions made in reliance on and in conformity with the Underwriter Content.

Accuracy of Registration Statement. Each of the Registration Statement, any Rule 462 Registration Statement and any post-effective amendment thereto, at the time each it became effective effective, when any document filed under the Exchange Act was or is filed and as of the applicable filing date as to the Prospectus and any amendment or supplement theretoat all subsequent times, complied and will comply in all material respects with the Securities Act and the Rules and Regulations, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. Each Preliminary Prospectus, at the time each was filed with the Commission, complied in all material respects with the Securities Act and the Rules and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Disclosure Package did not and will not, as of the Applicable Time, as of the Closing Time, and as of each Option Closing Time, if any, contain an untrue statement of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its dateamended or supplemented, as of its date and at all subsequent times when a prospectus is delivered or required (or, but for the Closing Timeprovisions of Rule 172, and as would be required) by applicable law to be delivered in connection with sales of each Option Closing Time, if anySecurities, complied and will comply in all material respects with the Securities Act, the Exchange Act and the Rules and Regulations Regulations, and did not or will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereintherein not misleading, in the light of the circumstances under which they were made, not misleading. Each Preliminary Prospectus preliminary prospectus (including the preliminary prospectus or prospectuses filed as part of the Registration Statement or any amendment thereto) complied when so filed in all material respects with the Act, the Exchange Act and the Rules and Regulations, and each preliminary prospectus and the Prospectus delivered to the Underwriters Representative for use in connection with this offering Offering is identical to the electronically transmitted copies thereof filed with the Commission on EXXXXXXXXX, except to the extent permitted by Regulation S-T. The foregoing representations and warranties in this Section 3(b3(c) do not apply to any statements or omissions made in reliance on and in conformity with information relating to the Underwriter ContentUnderwriters furnished in writing to the Company by the Underwriters through the Representative specifically for inclusion in the Registration Statement or Prospectus or any amendment or supplement thereto. For all purposes of this Agreement, the information set forth in the Prospectus (i) the table under the first paragraph under the caption “Underwriting” setting forth the number of shares purchased by each Underwriter, (ii) in the second paragraph under the caption “Underwriting - Discounts and Commissions and Expenses” setting forth the amount of the selling concession, (iii) the paragraphs under the caption “Underwriting – Electronic Offer, Sale and Distribution of Shares,” and (iv) the paragraphs under the caption “Underwriting – Price Stabilization, Short Positions and Penalty Bids” regarding stabilization, short positions and penalty bids constitutes the only information (the “Underwriters’ Information”) relating to the Underwriters furnished in writing to the Company by the Underwriters through the Representative specifically for inclusion in the preliminary prospectus, the Registration Statement or the Prospectus.

Accuracy of Registration Statement. Each of the Registration Statement, any Rule 462 Registration Statement and any post-effective amendment thereto, at the time each it became effective effective, when any document filed under the Exchange Act was or is filed and as of the applicable filing date as to the Prospectus and any amendment or supplement theretoat all subsequent times, complied and will comply in all material respects with the Securities Act and the Rules and Regulations, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. Each Preliminary Prospectus, at the time each was filed with the Commission, complied in all material respects with the Securities Act and the Rules and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Disclosure Package did not and will not, as of the Applicable Time, as of the Closing Time, and as of each Option Closing Time, if any, contain an untrue statement of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its dateamended or supplemented, as of its date and at all subsequent times when a prospectus is delivered or required (or, but for the Closing Timeprovisions of Rule 172, and as would be required) by applicable law to be delivered in connection with sales of each Option Closing Time, if anySecurities, complied and will comply in all material respects with the Securities Act, the Exchange Act and the Rules and Regulations Regulations, and did not or will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereintherein not misleading, in the light of the circumstances under which they were made, not misleading. Each Preliminary Prospectus preliminary prospectus (including the preliminary prospectus or prospectuses filed as part of the Registration Statement or any amendment thereto) complied when so filed in all material respects with Act, the Exchange Act and the Rules and Regulations, and each preliminary prospectus and the Prospectus delivered to the Underwriters Representative for use in connection with this offering Offering is identical to the electronically transmitted copies thereof filed with the Commission on EXXXXXXXXX, except to the extent permitted by Regulation S-T. The foregoing representations and warranties in this Section 3(b3(c) do not apply to any statements or omissions made in reliance on and in conformity with information relating to the Underwriter ContentUnderwriters furnished in writing to the Company by the Underwriters through the Representative specifically for inclusion in the Registration Statement or Prospectus or any amendment or supplement thereto. For all purposes of this Agreement, the information set forth in the Prospectus (i) in the paragraphs under the caption "Underwriting" setting forth the over-allotment that may be undertaken by the Underwriters and the amount of the selling concession, (ii) in the paragraphs under the caption "Underwriting" regarding stabilization, short positions and penalty bids and (iii) the statements set forth under the caption “Underwriting” insofar as such statements relate to the names and corresponding share amounts set forth in the table of Underwriters, constitutes the only information (the “Underwriters’ Information”) relating to the Underwriters furnished in writing to the Company by the Underwriters through the Representative specifically for inclusion in the preliminary prospectus, the Registration Statement or the Prospectus.

Accuracy of Registration Statement. Each of the Registration Statement, any Rule 462 Registration Statement and any post-effective amendment thereto, at the time each it became effective effective, when any document filed under the Exchange Act was or is filed and as of the applicable filing date as to the Prospectus and any amendment or supplement theretoat all subsequent times, complied and will comply in all material respects with the Securities Act and the Rules and Regulations, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. Each Preliminary Prospectus, at the time each was filed with the Commission, complied in all material respects with the Securities Act and the Rules and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Disclosure Package did not and will not, as of the Applicable Time, as of the Closing Time, and as of each Option Closing Time, if any, contain an untrue statement of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its dateamended or supplemented, as of its date and at all subsequent times when a prospectus is delivered or required (or, but for the Closing Timeprovisions of Rule 172, and as would be required) by applicable law to be delivered in connection with sales of each Option Closing Time, if anythe Offered Securities, complied and will comply in all material respects with the Securities Act, the Exchange Act and the Rules and Regulations Regulations, and did not or will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereintherein not misleading, in the light of the circumstances under which they were made, not misleading. Each Preliminary Prospectus preliminary prospectus (including the preliminary prospectus or prospectuses filed as part of the Registration Statement or any amendment thereto) complied when so filed in all material respects with Act, the Exchange Act and the Rules and Regulations, and each preliminary prospectus and the Prospectus delivered to the Underwriters Representative for use in connection with this offering Offering is identical to the electronically transmitted copies thereof filed with the Commission on EXXXXXXXXX, except to the extent permitted by Regulation S-T. The foregoing representations and warranties in this Section 3(b3(c) do not apply to any statements or omissions made in reliance on and in conformity with information relating to the Underwriter ContentUnderwriters furnished in writing to the Company by the Underwriters through the Representative specifically for inclusion in the Registration Statement or Prospectus or any amendment or supplement thereto. For all purposes of this Agreement, the information set forth in the Prospectus (i) in the fourth paragraph under the caption “Underwriting” setting forth the amount of the selling concession and (ii) in the eleventh paragraph under the caption “Underwriting” regarding stabilization, short positions and penalty bids constitutes the only information (the “Underwriters’ Information”) relating to the Underwriters furnished in writing to the Company by the Underwriters through the Representative specifically for inclusion in the preliminary prospectus, the Registration Statement or the Prospectus.

Accuracy of Registration Statement. Each of the Registration Statement, any Rule 462 Registration Statement and any post-effective amendment thereto, at the time each it became effective effective, when any document filed under the Exchange Act was or is filed and as of the applicable filing date as to the Prospectus and any amendment or supplement theretoat all subsequent times, complied and will comply in all material respects with the Securities Act and the Rules and Regulations, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. Each Preliminary Prospectus, at the time each was filed with the Commission, complied in all material respects with the Securities Act and the Rules and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Disclosure Package did not and will not, as of the Applicable Time, as of the Closing Time, and as of each Option Closing Time, if any, contain an untrue statement of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its dateamended or supplemented, as of its date and at all subsequent times when a prospectus is delivered or required (or, but for the Closing Timeprovisions of Rule 172, and as would be required) by applicable law to be delivered in connection with sales of each Option Closing Time, if anyRegistered Securities, complied and will comply in all material respects with the Securities Act, the Exchange Act and the Rules and Regulations Regulations, and did not or will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereintherein not misleading, in the light of the circumstances under which they were made, not misleading. Each Preliminary Prospectus preliminary prospectus (including the preliminary prospectus or prospectuses filed as part of the Registration Statement or any amendment thereto) complied when so filed in all material respects with the Act and the Rules and Regulations, and each preliminary prospectus and the Prospectus delivered to the Underwriters Representative for use in connection with this the offering of the Registered Securities is identical to the electronically transmitted copies thereof filed with the Commission on EXXXX, except to the extent permitted by Regulation S-T. T or otherwise necessary for purposes of eliminating disclosures contained in the preliminary prospectus specific to registration of the resale of the Stockholder Shares (as defined in the Registration Statement). The foregoing representations and warranties in this Section 3(b3(c) do not apply to any statements or omissions made in reliance on and in conformity with information relating to the Underwriter ContentUnderwriters furnished in writing to the Company by the Underwriters through the Representative specifically for inclusion in the Registration Statement or Prospectus or any amendment or supplement thereto. For all purposes of this Agreement, the information set forth in the Prospectus (i) under the caption “Underwriting” setting forth the amount of the selling concession, and (ii) under the caption “Underwriting - Stabilization” regarding stabilization, short positions and penalty bids, constitutes the only information (the “Underwriters’ Information”) relating to the Underwriters furnished in writing to the Company by the Underwriters through the Representative specifically for inclusion in the preliminary prospectus, the Registration Statement or the Prospectus.

Accuracy of Registration Statement. Each of the Registration Statement, any Rule 462 Registration Statement and any post-effective amendment thereto, at the time each it became effective and as of effective, when any document filed under the applicable filing date as to the Prospectus and any amendment Exchange Act was or supplement theretois filed, complied and will comply in all material respects with the Securities Act and the Rules and Regulations, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. Each Preliminary Prospectus, at the time each was filed with the Commission, complied in all material respects with the Securities Act and the Rules and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Disclosure Package did not and will not, as of the Applicable Time, as of the Closing Time, and as of each Option Closing Time, if any, contain an untrue statement of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its dateamended or supplemented, as of its date and at all subsequent times when a prospectus is delivered or required (or, but for the Closing Timeprovisions of Rule 172, and as would be required) by applicable law to be delivered in connection with sales of each Option Closing Time, if anyOffered Shares, complied and will comply in all material respects with the Securities Act, the Exchange Act and the Rules and Regulations Regulations, and did not or will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereintherein not misleading, in the light of the circumstances under which they were made, not misleading. Each Preliminary Prospectus preliminary prospectus (including the preliminary prospectus or prospectuses filed as part of the Registration Statement or any amendment thereto) complied when so filed in all material respects with Act, the Exchange Act and the Rules and Regulations, and each preliminary prospectus and the Prospectus delivered to the Underwriters Co-Representatives for use in connection with this offering is identical to the electronically transmitted copies thereof filed with the Commission on EXXXXXXXXX, except to the extent permitted by Regulation S-T. The foregoing representations and warranties in this Section 3(b3(c) do not apply to any statements or omissions made in reliance on and in conformity with information relating to the Underwriter ContentUnderwriters furnished in writing to the Company by the Underwriters through the Co-Representatives specifically for inclusion in the Registration Statement or Prospectus or any amendment or supplement thereto. For all purposes of this Agreement, the information set forth in the Prospectus (i) in the first sentence of the third paragraph under the caption “Underwriting” setting forth the amount of the selling concession, and (ii) and the information under the caption “Underwriting — Price Stabilization, Short Positions and Penalty Bids” regarding stabilization, short positions and penalty bids constitutes the only information (the “Underwriters’ Information”) relating to the Underwriters furnished in writing to the Company by the Underwriters through the Co-Representatives specifically for inclusion in the preliminary prospectus, the Registration Statement or the Prospectus.

Accuracy of Registration Statement. Each of the Registration Statement, any Rule 462 Registration Statement and any post-effective amendment thereto, at the time each it became effective effective, when any document filed under the Exchange Act was or is filed and as of the applicable filing date as to the Prospectus and any amendment or supplement theretoat all subsequent times, complied and will comply in all material respects with the Securities Act and the Rules and Regulations, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. Each Preliminary Prospectus, at the time each was filed with the Commission, complied in all material respects with the Securities Act and the Rules and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Disclosure Package did not and will not, as of the Applicable Time, as of the Closing Time, and as of each Option Closing Time, if any, contain an untrue statement of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its dateamended or supplemented, as of its date and at all subsequent times when a prospectus is delivered or required (or, but for the Closing Timeprovisions of Rule 172, and as would be required) by applicable law to be delivered in connection with sales of each Option Closing Time, if anySecurities, complied and will comply in all material respects with the Securities Act, the Exchange Act and the Rules and Regulations Regulations, and did not or will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereintherein not misleading, in the light of the circumstances under which they were made, not misleading. Each Preliminary Prospectus preliminary prospectus (including the preliminary prospectus or prospectuses filed as part of the Registration Statement or any amendment thereto) complied when so filed in all material respects with Act, the Exchange Act and the Rules and Regulations, and each preliminary prospectus and the Prospectus delivered to the Underwriters Representative for use in connection with this offering Offering is identical to the electronically transmitted copies thereof filed with the Commission on EXXXX, except to the extent permitted by Regulation S-T. The foregoing representations and warranties in this Section 3(b3(c) do not apply to any statements or omissions made in reliance on and in conformity with information relating to the Underwriter ContentUnderwriters furnished in writing to the Company by the Underwriters through the Representative specifically for inclusion in the Registration Statement or Prospectus or any amendment or supplement thereto. For all purposes of this Agreement, the information set forth in the Prospectus (i) in the third paragraph under the caption "Underwriting" setting forth the amount of the selling concession, and (ii) in the twelfth and thirteenth paragraphs under the caption "Underwriting" regarding stabilization, short positions and penalty bids constitutes the only information (the “Underwriters’ Information”) relating to the Underwriters furnished in writing to the Company by the Underwriters through the Representative specifically for inclusion in the preliminary prospectus, the Registration Statement or the Prospectus.

Accuracy of Registration Statement. Each of the Registration Statement, any Rule 462 Registration Statement and any post-effective amendment thereto, at the time each it became effective effective, when any document filed under the Exchange Act was or is filed and as of the applicable filing date as to the Prospectus and any amendment or supplement theretoat all subsequent times, complied and will comply in all material respects with the Securities Act and the Rules and Regulations, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. Each Preliminary Prospectus, at the time each was filed with the Commission, complied in all material respects with the Securities Act and the Rules and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Disclosure Package did not and will not, as of the Applicable Time, as of the Closing Time, and as of each Option Closing Time, if any, contain an untrue statement of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its dateamended or supplemented, as of its date and at all subsequent times when a prospectus is delivered or required (or, but for the Closing Timeprovisions of Rule 172, and as would be required) by applicable law to be delivered in connection with sales of each Option Closing Time, if anySecurities, complied and will comply in all material respects with the Securities Act, the Exchange Act and the Rules and Regulations Regulations, and did not or will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereintherein not misleading, in the light of the circumstances under which they were made, not misleading. Each Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering is identical to the electronically transmitted copies thereof filed with the Commission on EXXXX, except to the extent permitted by Regulation S-T. The foregoing representations and warranties in this Section 3(b3(c) do not apply to any statements or omissions made in reliance on and in conformity with information relating to the Underwriter ContentUnderwriters furnished in writing to the Company by the Underwriters through the Representative specifically for inclusion in the Registration Statement or Prospectus or any amendment or supplement thereto. For all purposes of this Agreement, the information set forth in the Prospectus (i) in the fourth paragraph under the caption "Underwriting" setting forth the amount of the selling concession and (ii) in the tenth and eleventh paragraphs under the caption "Underwriting" regarding stabilization, short positions and penalty bids constitutes the only information (the “Underwriters’ Information”) relating to the Underwriters furnished in writing to the Company by the Underwriters through the Representative specifically for inclusion in the preliminary prospectus, the Registration Statement or the Prospectus.

Accuracy of Registration Statement. (i) Each of the Registration Statement, any Rule 462 Registration Statement and any post-effective amendment thereto, at the time each it became effective and as of the applicable filing date as to the Prospectus and any amendment or supplement theretoat all subsequent times, complied and will comply in all material respects with the Securities Act and the Rules and Regulations, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. Each Preliminary , (ii) the Prospectus, as amended or supplemented, as of its date and at the time each was filed with the Commissionall subsequent times, complied and will comply in all material respects with the Securities Act and the Rules and Regulations Regulations, and did not or will not contain an any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein not misleading, in the light of the circumstances under which they were made, and (iii) as of the Applicable Time, none of the General Disclosure Package, any individual Issuer Limited Use Free Writing Prospectus (when considered together with the General Disclosure Package), or any Written Testing-the-Waters Communication (when considered together with the General Disclosure Package), included any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Disclosure Package did not and will not, as of the Applicable Time, as of the Closing Time, and as of each Option Closing Time, if any, contain an untrue statement of a material fact necessary in order to make the statements therein; provided, in each case that the light of the circumstances under which they were made, not misleading. The Prospectus, as of its date, as of the Closing Time, representations and as of each Option Closing Time, if any, complied and will comply warranties set forth in all material respects with the Securities Act and the Rules and Regulations and did not or will not contain this paragraph shall only apply to any untrue statement of a material fact or omit omission to state a material fact necessary based upon the information relating to Parent furnished in order writing to make the statements therein, Company by or on behalf of Parent specifically for the inclusion in the light of the circumstances under which they were made, not misleading. Each Preliminary Registration Statement or Prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering is identical to the electronically transmitted copies thereof filed with the Commission on EXXXX, except to the extent permitted by Regulation S-T. The foregoing representations and warranties in this Section 3(b) do not apply to or any statements amendment or omissions made in reliance on and in conformity with the Underwriter Contentsupplement thereto.

Accuracy of Registration Statement. Each of the Registration Statement, and any post-effective amendment thereto, at the time each became effective and as of the applicable filing date as to the Prospectus and any amendment or supplement thereto, complied and will comply in all material respects with the Securities Act and the Rules and RegulationsAct, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Each The most recently filed Preliminary Prospectus, at the time each it was filed with the Commission, complied in all material respects with the Securities Act and the Rules and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Disclosure Package did not and will not, as of the Applicable Time, as of the Closing Time, and as of each Option Closing Time, if any, contain an untrue statement of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its date, as of the Closing each Applicable Time, and as of each Option Closing Time, if any, complied and will comply in all material respects with the Securities Act and the Rules and Regulations and did not or will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each The most recently filed Preliminary Prospectus and the Prospectus delivered to the Underwriters Investor for use in connection with this offering the resale by the Investor of the Purchase Shares is identical to the electronically transmitted copies thereof filed with the Commission on EXXXXXXXXX, except to the extent permitted by Regulation S-T. The foregoing representations and warranties in this Section 3(b3 (b) do not apply to any statements or omissions made in reliance on and in conformity with the Underwriter Investor Content.

Accuracy of Registration Statement. Each of the Registration Statement, any Rule 462 Registration Statement and any post-effective amendment thereto, at the time each it became effective effective, when any document filed under the Exchange Act was or is filed and as of the applicable filing date as to the Prospectus and any amendment or supplement theretoat all subsequent times, complied and will comply in all material respects with the Securities Act and the Rules and Regulations, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. Each Preliminary Prospectus, at the time each was filed with the Commission, complied in all material respects with the Securities Act and the Rules and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Disclosure Package did not and will not, as of the Applicable Time, as of the Closing Time, and as of each Option Closing Time, if any, contain an untrue statement of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its dateamended or supplemented, as of its date and at all subsequent times when a prospectus is delivered or required (or, but for the Closing Timeprovisions of Rule 172, and as would be required) by applicable law to be delivered in connection with sales of each Option Closing Time, if anySecurities, complied and will comply in all material respects with the Securities Act, the Exchange Act and the Rules and Regulations Regulations, and did not or will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereintherein not misleading, in the light of the circumstances under which they were made, not misleading. Each Preliminary Prospectus preliminary prospectus (including the preliminary prospectus or prospectuses filed as part of the Registration Statement or any amendment thereto) complied when so filed in all material respects with Act, the Exchange Act and the Rules and Regulations, and each preliminary prospectus and the Prospectus delivered to the Underwriters Representative for use in connection with this offering Offering is identical to the electronically transmitted copies thereof filed with the Commission on EXXXX, except to the extent permitted by Regulation S-T. The foregoing representations and warranties in this Section 3(b3(c) do not apply to any statements or omissions made in reliance on and in conformity with information relating to the Underwriter ContentUnderwriters furnished in writing to the Company by the Underwriters through the Representative specifically for inclusion in the Registration Statement or Prospectus or any amendment or supplement thereto. For all purposes of this Agreement, the information set forth in the Prospectus (i) in the third paragraph under the caption "Underwriting" setting forth the amount of the selling concession, and (ii) in the thirteenth paragraph under the caption "Underwriting" regarding stabilization, short positions and penalty bids constitutes the only information (the “Underwriters’ Information”) relating to the Underwriters furnished in writing to the Company by the Underwriters through the Representative specifically for inclusion in the preliminary prospectus, the Registration Statement or the Prospectus.

Accuracy of Registration Statement. Each of the Registration Statement, any Rule 462 Registration Statement and any post-effective amendment thereto, at the time each it became effective effective, when any document filed under the Exchange Act was or is filed and as of the applicable filing date as to the Prospectus and any amendment or supplement theretoat all subsequent times, complied and will comply in all material respects with the Securities Act and the Rules and Regulations, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. Each Preliminary Prospectus, at the time each was filed with the Commission, complied in all material respects with the Securities Act and the Rules and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Disclosure Package did not and will not, as of the Applicable Time, as of the Closing Time, and as of each Option Closing Time, if any, contain an untrue statement of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its dateamended or supplemented, as of its date and at all subsequent times when a prospectus is delivered or required (or, but for the Closing Timeprovisions of Rule 172, and as would be required) by applicable law to be delivered in connection with sales of each Option Closing Time, if anySecurities, complied and will comply in all material respects with the Securities Act, the Exchange Act and the Rules and Regulations Regulations, and did not or will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereintherein not misleading, in the light of the circumstances under which they were made, not misleading. Each Preliminary Prospectus preliminary prospectus (including the preliminary prospectus or prospectuses filed as part of the Registration Statement or any amendment thereto) complied when so filed in all material respects with Act, the Exchange Act and the Rules and Regulations, and each preliminary prospectus and the Prospectus delivered to the Underwriters Representative for use in connection with this offering Offering is identical to the electronically transmitted copies thereof filed with the Commission on EXXXX, except to the extent permitted by Regulation S-T. The foregoing representations and warranties in this Section 3(b3(c) do not apply to any statements or omissions made in reliance on and in conformity with information relating to the Underwriter ContentUnderwriters furnished in writing to the Company by the Underwriters through the Representative specifically for inclusion in the Registration Statement or Prospectus or any amendment or supplement thereto. For all purposes of this Agreement, the information set forth in the Prospectus (i) in the first and second sentences of the fifth paragraph under the caption “Underwriting—Underwriting Commissions and Discount and Expenses” setting forth the amount of the selling concession, (ii) under the caption “Underwriting — Price Stabilization, Short Positions and Penalty Bids” regarding stabilization, short positions and penalty bids , and (iii) under the caption “Underwriting – Electronic Distribution” constitutes the only information (the “Underwriters’ Information”) relating to the Underwriters furnished in writing to the Company by the Underwriters through the Representative specifically for inclusion in the preliminary prospectus, the Registration Statement or the Prospectus.

Accuracy of Registration Statement. Each of the Registration Statement, any Rule 462 Registration Statement and any post-effective amendment thereto, at the time it was or is declared effective by the Commission, and at each became effective and as other time of effectiveness thereof (or any portion thereof) for purposes of Section 11 of the applicable filing date as to the Prospectus and any amendment or supplement theretoAct, complied and will comply in all material respects with the Securities Act and the Rules and Regulations, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. Each Preliminary The Prospectus, at the time each was filed with the Commission, complied in all material respects with the Securities Act and the Rules and Regulations and did not contain an untrue statement of a material fact as amended or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Disclosure Package did not and will not, as of the Applicable Time, as of the Closing Time, and as of each Option Closing Time, if any, contain an untrue statement of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectussupplemented, as of its date, and at all subsequent times through the Prospectus Delivery Period (as of the Closing Time, and as of each Option Closing Time, if anydefined herein), complied and will comply in all material respects with the Securities Act and the Rules and Regulations Regulations, and did not or will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereintherein not misleading, in the light of the circumstances under which they were made, not misleading. Each Preliminary Prospectus preliminary prospectus (including the preliminary prospectus or prospectuses filed as part of the Registration Statement or any amendment thereto) complied when so filed in all material respects with the Rules and Regulations, and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering is identical to the electronically transmitted copies thereof filed with the Commission on EXXXXXXXXX, except to the extent permitted by Regulation S-T. The foregoing representations and warranties in this Section 3(b3(c) do not apply to any statements or omissions made in reliance on and in conformity with information relating to any Underwriter furnished in writing to the Company by the Representatives specifically for inclusion in the Registration Statement or Prospectus or any amendment or supplement thereto. For all purposes of this Agreement, (i) the amounts of the selling concession set forth in the fourth paragraph under the caption “Underwriting” in the Prospectus and (ii) the statements regarding stabilizing transactions set forth in the tenth, eleventh and twelfth paragraphs (other than the last sentence in the twelfth paragraph) under the caption “Underwriting” in the Prospectus constitute the only information (the “Underwriters’ Information”) relating to any Underwriter Contentfurnished in writing to the Company by the Representatives specifically for inclusion in the preliminary prospectus, the Registration Statement or the Prospectus.

Accuracy of Registration Statement. Each of the Registration Statement, and any post-effective amendment thereto, at the time each became effective and as of the applicable filing date as to the Prospectus and any amendment or supplement theretoeffective, complied and will comply in all material respects with the Securities Act and the Rules and Regulations, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. Each Preliminary Prospectus, at the time each was filed with the Commission, complied in all material respects with the Securities Act and the Rules and Regulations Regulations, and did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Disclosure Package did not and will not, as of the Applicable Time, as of the Closing Time, and as of each Option Closing Time, if any, contain an untrue statement of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its date, as of the Closing Time, and as of each Option Closing Time, if any, complied and will comply in all material respects with the Securities Act and the Rules and Regulations Regulations, and did not or will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering is identical to the electronically transmitted copies thereof filed with the Commission on EXXXX, except to the extent permitted by Regulation S-T. The foregoing representations and warranties in this Section 3(b3(c) do not apply to any statements or omissions made in reliance on and in conformity with the Underwriter ContentContent (as herein defined).

Accuracy of Registration Statement. Each of the Registration Statement, and any post-effective amendment thereto, at the time each became effective and as of the applicable filing date as to the Prospectus and any amendment or supplement thereto, complied and will comply in all material respects with the Securities Act and the Rules and Regulations, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Each Preliminary Prospectus, at the time each was filed with the Commission, complied in all material respects with the Securities Act and the Rules and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Disclosure Package did not and will not, as of the Applicable Time, as of the Closing Time, and as of each Option Closing Time, if any, contain an untrue statement of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its date, as of the Closing Time, and as of each Option Closing Time, if any, complied and will comply in all material respects with the Securities Act and the Rules and Regulations and did not or will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each Preliminary Prospectus and the Prospectus delivered to the Underwriters Underwriter for use in connection with this offering is identical to the electronically transmitted copies thereof filed with the Commission on EXXXX, except to the extent permitted by Regulation S-T. The foregoing representations and warranties in this Section 3(b) do not apply to any statements or omissions made in reliance on and in conformity with the Underwriter Content.

Accuracy of Registration Statement. Each of the Registration Statement, any Rule 462 Registration Statement and any post-effective amendment thereto, at the time each it became effective effective, when any document filed under the Exchange Act was or is filed and as of the applicable filing date as to the Prospectus and any amendment or supplement theretoat all subsequent times, complied and will comply in all material respects with the Securities Act and the Rules and Regulations, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. Each Preliminary Prospectus, at the time each was filed with the Commission, complied in all material respects with the Securities Act and the Rules and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Disclosure Package did not and will not, as of the Applicable Time, as of the Closing Time, and as of each Option Closing Time, if any, contain an untrue statement of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its dateamended or supplemented, as of its date and at all subsequent times when a prospectus is delivered or required (or, but for the Closing Timeprovisions of Rule 172, and as would be required) by applicable law to be delivered in connection with sales of each Option Closing Time, if anySecurities, complied and will comply in all material respects with the Securities Act, the Exchange Act and the Rules and Regulations Regulations, and did not or will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereintherein not misleading, in the light of the circumstances under which they were made, not misleading. Each Preliminary Prospectus preliminary prospectus (including the preliminary prospectus or prospectuses filed as part of the Registration Statement or any amendment thereto) complied when so filed in all material respects with Act, the Exchange Act and the Rules and Regulations, and each preliminary prospectus and the Prospectus delivered to the Underwriters Representative for use in connection with this offering Offering is identical to the electronically transmitted copies thereof filed with the Commission on EXXXX, except to the extent permitted by Regulation S-T. The foregoing representations and warranties in this Section 3(b3(c) do not apply to any statements or omissions made in reliance on and in conformity with information relating to the Underwriter ContentUnderwriters furnished in writing to the Company by the Underwriters through the Representative specifically for inclusion in the Registration Statement or Prospectus or any amendment or supplement thereto. For all purposes of this Agreement, the information set forth in 4878-6125-6192.1 the Prospectus (i) in the third paragraph under the caption "Underwriting" setting forth the amount of the selling concession, and (ii) in the thirteenth paragraph under the caption "Underwriting" regarding stabilization, short positions and penalty bids constitutes the only information (the “Underwriters’ Information”) relating to the Underwriters furnished in writing to the Company by the Underwriters through the Representative specifically for inclusion in the preliminary prospectus, the Registration Statement or the Prospectus.

Accuracy of Registration Statement. Each of the Registration Statement, any Rule 462 Registration Statement and any post-effective amendment thereto, at the time each it became effective and as of the applicable filing date as to the Prospectus and any amendment or supplement theretoat all subsequent times, complied and will comply in all material respects with the Securities Act and the Rules and Regulations, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. Each Preliminary Prospectus, at the time each was filed with the Commission, complied in all material respects with the Securities Act and the Rules and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Disclosure Package did not and will not, as of the Applicable Time, as of the Closing Time, and as of each Option Closing Time, if any, contain an untrue statement of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its dateamended or supplemented, as of the Closing Time, its date and as of each Option Closing Time, if anyat all subsequent times, complied and will comply in all material respects with the Securities Act and the Rules and Regulations Regulations, and did not or and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereintherein not misleading, in the light of the circumstances under which they were made, not misleading. Each Preliminary Prospectus (including the preliminary prospectus or prospectuses filed as part of the Registration Statement or any amendment thereto) complied when so filed in all material respects with the Rules and Regulations, and each Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering is identical to the electronically transmitted copies thereof filed with the Commission on EXXXXXXXXX, except to the extent permitted by Regulation S-T. The foregoing representations and warranties in this Section 3(b(c) do not apply to any statements or omissions made in reliance on and in conformity with information relating to any Underwriter furnished in writing to the Company by the Representatives specifically for inclusion in the Registration Statement, the General Disclosure Package, any Issuer Free Writing Prospectus, the Prospectus or any amendment or supplement thereto (“Underwriters’ Information”). For all purposes of this Agreement, the amounts of the selling concession, the names of the Underwriters, and the tenth (other than the first sentence), eleventh and twelfth paragraphs under the caption “Underwriting” set forth in the Prospectus constitute the only “Underwriters’ Information” relating to any Underwriter Contentfurnished in writing to the Company by the Representatives specifically for inclusion in the preliminary prospectus, the Registration Statement or the Prospectus.

Accuracy of Registration Statement. Each of the Registration Statement, Statement and any post-effective amendment thereto, at the time each it became effective and as of the applicable filing at each deemed effective date as with respect to the Prospectus Underwriters pursuant to Rule 430B(f)(2) under the Rules and any amendment or supplement theretoRegulations and at the Closing Date and the Option Closing Date, complied and will comply in all material respects with the Securities Act and the Rules and Regulations, and did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. Each Preliminary Prospectus, at the time each was filed with the Commission, complied in all material respects with the Securities Act and the Rules and Regulations and did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Disclosure Package did not and will not, as of the Applicable Time, as of the Closing Time, and as of each Option Closing Time, if any, contain an untrue statement of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Prospectus, as of its dateamended or supplemented, as of its date and at the Closing Time, Date and as of each the Option Closing Time, if anyDate, complied and will comply in all material respects with the Securities Act and the Rules and Regulations Regulations, and did not or will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements thereintherein not misleading, in the light of the circumstances under which they were made, not misleading. Each Preliminary Prospectus preliminary prospectus (including the preliminary prospectus or prospectuses filed as part of the Registration Statement or any amendment thereto) complied when so filed in all material respects with the Rules and Regulations, and each preliminary prospectus and the Prospectus delivered to the Underwriters for use in connection with this offering is identical to the electronically transmitted copies thereof filed with the Commission on EXXXXthe Commission’s Electronic Data Gathering, Analysis and Retrieval system or any successor system (“XXXXX”), except to the extent permitted by Regulation S-T. The foregoing representations and warranties in this Section 3(b3(c) do not apply to any statements or omissions made in reliance on and in conformity with information relating to any Underwriter furnished in writing to the Company by the Representatives specifically for inclusion in the Registration Statement or Prospectus or any amendment or supplement thereto. For all purposes of this Agreement, the concession figure appearing in the fourth paragraph and the information contained in the eleventh paragraph under the caption “Underwriting” set forth in the Prospectus constitute the only information (the “Underwriters’ Information”) relating to any Underwriter Contentfurnished in writing to the Company by the Representatives specifically for inclusion in the preliminary prospectus, the Registration Statement or the Prospectus.