Common use of Accurate Disclosure Clause in Contracts

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time, on the date hereof and at the Closing Time contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and at the Closing Time, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by the Underwriter expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (i) the name of the Underwriter on the cover page and under the heading “Underwriting,” (ii) the first paragraph under the heading “Underwriting–Commissions and Discounts” and (iii) the information in the first, second and third paragraph under the heading “Underwriting–Price Stabilization, Short Positions,” in each case, contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time, on the date hereof and at time or the Closing Time Time, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and ), at the Closing Time, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Underwriter Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (i) the name of the Underwriter on the cover page and under the heading “Underwriting,” (ii) information in the first paragraph under the heading “Underwriting–—Commissions and Discounts” and (iii) the information in the first, second and third paragraph under the heading “Underwriting–Price Stabilization, —Short Positions,” in each case, contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective timetime or at any Settlement Date, on the date hereof and at the Closing Time contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the each Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and or at the Closing Timeany Settlement Date, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, do not and will not include an 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. The representations and warranties in this subsection Section 1(ii) shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto)Statement, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon upon, and in conformity with with, written information furnished to the Company by the Underwriter Agents expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (i) the name of the Underwriter on Agents and the cover page and under the heading “Underwriting,” (ii) the first paragraph under the heading “Underwriting–Commissions and Discounts” and (iii) the information in the first, second and third paragraph under the heading “Underwriting–Price Stabilization, Short Positions,” in each case, contained Forward Purchasers in the Prospectus (collectively, the “Underwriter Agent Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time, on as of the date hereof and Applicable Time or at the Closing Time Time, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and or at the Closing Time, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such incorporated documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, does not and will not include an 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), thereto or the General Disclosure Package or the Prospectus (or any amendment or supplement theretothereto (i) as to that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) made in reliance upon and in conformity with written information furnished to the Company by the Underwriter expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (i) the name of the Underwriter on the cover page and under the heading “Underwriting,” (ii) the first paragraph under the heading “Underwriting–Commissions and Discounts” and (iii) the information in the first, second and third paragraph under the heading “Underwriting–Price Stabilization, Short Positions,” in each case, contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time, on the date hereof and or at the Closing Time Time, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and or at the Closing Time, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such incorporated documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, does not and will not include an 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), thereto with respect to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or (ii) or the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) thereto made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Underwriter Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (i) the name of the Underwriter on the cover page and under the heading “Underwriting,” (ii) the first paragraph under the heading “Underwriting–Commissions and Discounts” and (iii) the information in the first, second and third paragraph under the heading “Underwriting–Price Stabilization, Short Positions,” in each case, contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective timetime or at any Settlement Date, on the date hereof and at the Closing Time contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the each Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and or at the Closing Timeany Settlement Date, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, do not and will not include an 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. The representations and warranties in this subsection Section 1(ii) shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto)Statement, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon upon, and in conformity with with, written information furnished to the Company by the Underwriter Agents expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (i) the name of the Underwriter on the cover page and under the heading “Underwriting,” (ii) the first paragraph under the heading “Underwriting–Commissions and Discounts” and (iii) the information in the first, second and third paragraph under the heading “Underwriting–Price Stabilization, Short Positions,” in each case, contained Agents in the Prospectus (collectively, the “Underwriter Agent Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time, on the date hereof and time or at the Closing Time Time, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and ), at the Closing Time, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by the Underwriter expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (i) the name of information in the Underwriter on the cover page fifth and sixth paragraphs under the heading “Underwriting,” (ii) the first paragraph under the heading “Underwriting–Commissions and Discounts” and (iii) the information in the first, second and third paragraph under the heading “Underwriting–Price Stabilization, Short Positions,” in each case, case contained in the Prospectus Prospectus) (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its the times they became effective, at each deemed effective timedate with respect to the Agent pursuant to Rule 430B(f)(2) under the Securities Act, on the date hereof at each Applicable Time and at the Closing Time each Settlement Date, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At Neither the Applicable Time, neither Prospectus (A) the General Disclosure Package nor (B) any individual one or more Issuer Limited Use Free Writing Prospectus, Prospectuses when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus Prospectus) nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and under the Securities Act, at the Closing Timeeach Applicable Time or at any Settlement Date, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package Prospectus and the any Issuer Free Writing Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package Prospectus or such Issuer Free Writing Prospectus when considered together with the Prospectus, as the case may be, did not and will not include an 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 therein, in light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) thereto (including any prospectus wrapper)), made in reliance upon and in conformity with written information furnished to the Company by the Underwriter Agent expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (i) the name of the Underwriter on the cover page and under the heading “Underwriting,” (ii) the first paragraph under the heading “Underwriting–Commissions and Discounts” and (iii) the information in the first, second and third paragraph under the heading “Underwriting–Price Stabilization, Short Positions,” in each case, contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time, on the date hereof and time or at the Closing Time Time, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and ), at the Closing TimeDate, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Underwriter Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (i) the name of information in the Underwriter on the cover page sixth and seventh paragraphs under the heading “Underwriting,” (ii) the first paragraph under the heading “Underwriting–Commissions and Discounts” and (iii) the information in the first, second and third paragraph under the heading “Underwriting–Price Stabilization, Short Positions,” in each case, case contained in the Prospectus (collectively, the “Underwriter Information”). The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Selling Shareholder expressly for use therein; it being understood that only such information furnished in writing to the Company by the Selling Shareholders specifically for use therein is that information described in Section 6(b) of this Agreement (collectively, the “Selling Shareholder Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at the time of its effectiveness, at any deemed effective timedate with respect to the Underwriters and the Securities pursuant to Rule 430B(f)(2), on the date hereof and at the Closing Time or at each Date of Delivery (if any), contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and ), at the Closing TimeTime or at each Date of Delivery (if any), included, includes or will include an untrue statement of a material fact or omitted, omits or will 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, do not and will not include an 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package Package, any individual Issuer Limited Use Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Underwriter Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (i) the name of the Underwriter on the cover page and under the heading “Underwriting,” (ii) information in the first paragraph under the heading “Underwriting–Commissions and Discounts,” and (iii) the information in the firstsecond, second third and third paragraph fourth paragraphs under the heading “Underwriting–Price Stabilization, Short Positions,” and the information under the heading “Underwriting–Electronic Distribution” in each case, case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time, on the date hereof and at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither of (A) the General Disclosure Package nor and (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and ), at the Closing TimeTime or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any post-effective amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Underwriter Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (i) the name of the Underwriter on the cover page and under the heading “Underwriting,” (ii) information in the first paragraph under the heading “Underwriting–—Commissions and Discounts,” and (iii) the information in the firstsecond, second third and third paragraph fourth paragraphs under the heading “Underwriting–—Price Stabilization, Short Positions,Positions and Penalty Bids” and the information under the heading “Underwriting—Electronic Distribution” in each case, case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any post-effective amendment thereto, at its effective timethe respective times it became effective, on the date hereof and at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, at the Closing Time and at each Date of Delivery, if any, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and ), at the Closing TimeTime or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Prospectus and the General Disclosure Package and the ProspectusPackage, at the time the Registration Statement became effective or when such documents incorporated by reference they were filed with the CommissionCommission conformed in all material respects to the requirements of the 1934 Act and the 1934 Act Regulations, as and none of such documents contained any untrue statement of a material fact or omitted to state a material fact necessary to make the case may bestatements therein, when read together with in the other information light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Registration Statement, the Prospectus or the General Disclosure Package or Package, when such documents are filed with the ProspectusCommission, as will conform in all material respects to the case may be, did not requirements of the 1934 Act and the 1934 Act Regulations and will not include an 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 therein, in the light of the circumstances under which they were made, not misleading. The Company filed the Registration Statement with the Commission before using any free writing prospectus and each free writing prospectus was preceded or accompanied by the Prospectus satisfying the requirements of Section 10 under the 1933 Act. The representations and warranties in this subsection Section 1(a)(ii) shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company Transaction Entities by any Underwriter through the Underwriter Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be are (i) the name of concessions appearing in the Underwriter on Prospectus in the cover page and under the heading section entitled “Underwriting,” —Commissions and Discounts”, (ii) the first second paragraph under appearing in the heading Prospectus in the section entitled “Underwriting–Commissions —Price Stabilization, Short Positions” relating to stabilization transactions and Discounts” syndicate covering transactions and (iii) the information in the first, second and third paragraph under the heading “Underwriting–Price Stabilization, Short Positions,” in each case, contained appearing in the Prospectus in the section entitled “Underwriting—Conflicts of Interest” (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither Such Selling Stockholder has reviewed and is familiar with the Registration Statement, the General Disclosure Package and the Prospectus, and, to such Selling Stockholder’s knowledge, (a) at the Applicable Time, the Registration Statement nor did not contain any amendment thereto, at its effective time, on the date hereof and at the Closing Time contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. At the Applicable Time, neither (A) misleading and the General Disclosure Package nor (B) and the Prospectus and any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes amendments or will include an supplements thereto did not contain any untrue statement of a material fact or omitted, omits or will 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. Neither misleading and (b) as of the date of the Prospectus nor and any amendment or supplement thereto, thereto and as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and at the Closing Time, included, includes or will include an untrue statement Time and as of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light each Date of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the CommissionDelivery, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, Statement did not and will not include an 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 and the General Disclosure Package and the Prospectus 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, in light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall ; such Selling Stockholder is not apply prompted to statements in or omissions from sell the Registration Statement (Securities to be sold by such Selling Stockholder hereunder by any material information concerning the Company or any amendment thereto), subsidiary of the Company which is not set forth in the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by the Underwriter expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (i) the name of the Underwriter on the cover page and under the heading “Underwriting,” (ii) the first paragraph under the heading “Underwriting–Commissions and Discounts” and (iii) the information in the first, second and third paragraph under the heading “Underwriting–Price Stabilization, Short Positions,” in each case, contained in the Prospectus (collectively, the “Underwriter Information”)Prospectus.

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time, on the date hereof and at the Closing Time Time, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and ), at the Closing Time, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Underwriter Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (i) the name of the Underwriter on the cover page and under the heading “Underwriting,” (ii) information in the first paragraph under the heading “Underwriting–Commissions and Discounts,” and (iii) the information in the firstsecond, second third and third paragraph fourth paragraphs under the heading “Underwriting–Price Stabilization, Stabilization and Short Positions,” in each case, case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time, on the date hereof and at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include included an untrue statement of a material fact or omitted, omits or will omit omitted 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. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and ), at the Closing TimeTime or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an 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. The representations and warranties in this subsection Section 1(a)(ii) shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or Package, the Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Underwriter Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (i) the name of statements relating to the Underwriter on the cover page and concession figures under the heading “Underwriting,-Commissions and Discounts” (ii) the first paragraph and statements relating to stabilization under the heading “Underwriting–Commissions and Discounts” and (iii) the information in the first, second and third paragraph under the heading “Underwriting–-Price Stabilization, Short Positions,Positions and Penalty Bids” in each case, case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time, on the date hereof and at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither of (A) the General Disclosure Package nor and (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and ), at the Closing TimeTime or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any post-effective amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Underwriter Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (i) the name concession information appearing in the second paragraph of text under the Underwriter on caption “Underwriting,” the cover page information in the second, third and fourth paragraphs under the heading “Underwriting,—Price Stabilization, Short Positions and Penalty Bids” (ii) and the first paragraph information under the heading “Underwriting–Commissions and Discounts” and (iii) the information in the first, second and third paragraph under the heading “Underwriting–Price Stabilization, Short Positions,—Electronic Distribution” in each case, case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time, on the date hereof and at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the General Disclosure Package did not include 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. Neither the Prospectus nor any amendment or supplement thereto (B) including any individual Issuer Limited Use Free Writing Prospectusprospectus wrapper), when considered together as of its issue date, at the time of any filing with the General Disclosure PackageCommission pursuant to Rule 497, at the Closing Date or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and at the Closing Time, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Underwriter Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (i) information in the name of the Underwriter on the cover page and under the heading “Underwriting,” (ii) Prospectus in the first paragraph under the heading “Underwriting–Commissions and Discounts,” and (iii) the information in the first, second and third paragraph under the heading “Underwriting–Price Stabilization, Short Positions,Positions and Penalty Bids” in each case, contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time, on the date hereof and hereof, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, and (C) and individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and ), at the Closing TimeTime or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an 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. The representations and warranties in this subsection shall not apply to (i) the Statement of Eligibility (Form T-1) of the Trustee under the 1939 Act or (ii) statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto, including any prospectus wrapper) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Underwriter Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the following: the statements concerning stabilizing transactions and syndicate covering transactions under the caption “Underwriting—Price Stabilization and Short Positions” and the statements under the caption “Electronic Prospectus” (ibeginning “A prospectus in electronic format…”) the name of the Underwriter on the cover page and under the heading “Underwriting,” (ii) the first paragraph under the heading “Underwriting–Commissions and Discounts” and (iii) the information in the first, second and third paragraph under the heading “Underwriting–Price Stabilization, Short Positions,” in each case, contained in section of the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time, on the date hereof and time or at the Closing Time Time, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At of the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and ), at the Closing TimeDate, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by the Underwriter expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (i) the name of the Underwriter on the cover page and under the heading “Underwriting,” (ii) the first paragraph under the heading “Underwriting–Commissions and Discounts” and (iii) the information in the first, second and third eighth paragraph under in the heading section “Underwriting–Price Stabilization” relating to short sales, Short Positions,” in each casestabilization transactions and purchases to cover positions created by short sales, contained and the information in the Prospectus ninth paragraph in the section “Underwriting” relating to stabilization transactions (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time, on the date hereof and time or at the Closing Time Time, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and ), at the Closing Time, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an 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. The representations and warranties in this subsection Section 1(b) shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by the Underwriter Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (i) the name of the Underwriter on the cover page and under the heading “Underwriting,” (ii) the first paragraph under the heading “Underwriting–Commissions and Discounts” and (iii) the information in the first, second and third eleventh paragraph under in the heading section “Underwriting–Price Stabilization” relating to short sales, Short Positions,” in each casestabilization transactions and purchases to cover positions created by short sales, contained and the information in the Prospectus twelfth and thirteenth paragraphs in the section “Underwriting” relating to stabilization transactions (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time, on the date hereof and at the Closing Time containedor at any Date of Delivery, contains contained or will contain an untrue statement of a material fact or omitted, omits omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include included an untrue statement of a material fact or omitted, omits or will omit omitted 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. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and ), at the Closing Time, included, includes Time or at any Date of Delivery will include an untrue statement of a material fact or omitted, omits or will 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Underwriter Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (i) the name of the Underwriter on the cover page and under the heading “Underwriting,” (ii) the first paragraph under the heading “Underwriting–Commissions and Discounts” and (iii) the information in the first, second and third paragraph under the heading “Underwriting–Price Stabilization, Short Positions,” in each case, contained in the Prospectus therein (collectively, the “Underwriter Information”) or in reliance upon and in conformity with the Selling Stockholder Information (as defined in section 4(f) below).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective timetime or at any Settlement Date, on the date hereof and at the Closing Time contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the each Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and or at the Closing Timeany Settlement Date, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Notwithstanding the foregoing, the Company makes no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the Agent furnished to the Company in writing by the Agent expressly for use in the Registration Statement, the General Disclosure Package, any Issuer Limited Use Free Writing Prospectus or the Prospectus, it being understood and agreed that the only such information furnished by any Agent consists of the information described as such in Section 6(b) hereof. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, do not and will not include an 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by the Underwriter expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (i) the name of the Underwriter on the cover page and under the heading “Underwriting,” (ii) the first paragraph under the heading “Underwriting–Commissions and Discounts” and (iii) the information in the first, second and third paragraph under the heading “Underwriting–Price Stabilization, Short Positions,” in each case, contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time, on the date hereof and at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither none of (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) individual Written Testing-the-Waters Communication, when considered with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and ), at the Closing TimeTime or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by the any Underwriter through a Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (i) the name of the Underwriter on the cover page and under the heading “Underwriting,” (ii) information in the first paragraph under the heading “Underwriting–Commissions and Discounts,” and (iii) the information in the firstsecond, second third and third paragraph fourth paragraphs under the heading “Underwriting–Price Stabilization, Short Positions” and the information under the heading “Underwriting–Electronic Distribution,” in each case, case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its the respective times the Registration Statement and any post-effective time, on the date hereof and amendments thereto became effective or at the Closing Time Time, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At Neither the Applicable TimeProspectus nor any amendment or supplement thereto (including any prospectus wrapper), neither (A) as of its date, at the General Disclosure Package nor (B) time of any individual Issuer Limited Use Free Writing Prospectus, when considered together filing with the General Disclosure PackageCommission pursuant to Rule 424(b), at the Closing Time, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither As of the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) Applicable Time and at the Closing Time, neither (x) the General Disclosure Package nor (y) any individual Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an any untrue statement of a material fact or omitted, omits or will omit to state a 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an 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. The representations and warranties in this subsection Section 1(a)(ii) shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by the Underwriter expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (i) the name of information in the Underwriter on the cover page and under the heading “Underwriting,” (ii) the first fourth paragraph under the heading “Underwriting–Commissions and Discounts” and (iii) the information in the first, first and second and third paragraph paragraphs under the heading “Underwriting–Price Stabilization, —Short Positions,” in each case, contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective timetime or at any Settlement Date, on the date hereof and at the Closing Time contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the each Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and or at the Closing Timeany Settlement Date, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Notwithstanding anything to the contrary in this Section, the Partnership Parties make no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to any Agent furnished to the Partnership Parties in writing by such Agent, expressly for use in the Registration Statement, the preliminary prospectus and the Prospectus and any amendment or supplement thereto. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, do not and will not include an 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 therein, in light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by the Underwriter expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (i) the name of the Underwriter on the cover page and under the heading “Underwriting,” (ii) the first paragraph under the heading “Underwriting–Commissions and Discounts” and (iii) the information in the first, second and third paragraph under the heading “Underwriting–Price Stabilization, Short Positions,” in each case, contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time, on the date hereof and time or at the Closing Time Time, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and ), at the Closing Time, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by the Underwriter expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (i) the name of the Underwriter on the cover page and under the heading “Underwriting,” (ii) information in the first paragraph under the heading “Underwriting–Commissions and Discounts,” and (iii) the information in the firstsecond, second third and third paragraph fourth paragraphs under the heading “Underwriting–Price Stabilization, Short Positions,” and the information under the heading “Underwriting–Electronic Distribution” in each case, case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time, on the date hereof and or at the Closing Time Time, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and ), at the Closing Time, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Underwriter Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (i) the name of the Underwriter on the cover page and under the heading “Underwriting,” (ii) the first paragraph under the heading “Underwriting–Commissions and Discounts” and (iii) the information in the firstsecond, second third and third paragraph fourth paragraphs under the heading “Underwriting–Price Stabilization, Short PositionsPositions and Penalty Bids” and the information under the heading “Underwriting–Electronic Distribution,” in each case, case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time, on the date hereof and at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will did not include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and 497, at the Closing TimeDate or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package Package, the part of the Registration Statement that constitutes the Statement of Eligibility and Qualification under the 1939 Act (Form T-1) of the Trustee under the Indenture or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Underwriter Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (i) information in the name of the Underwriter on the cover page and under the heading “Underwriting,” (ii) Prospectus in the first paragraph under the heading “Underwriting–Commissions and Discounts,” and (iii) the information in the first, second and third paragraph under the heading “Underwriting–Price Stabilization, Short Positions,Positions and Penalty Bids” in each case, contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time, on the date hereof and at the Closing Time Time, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and ), at the Closing Time, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by the either Underwriter expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (i) the name of the Underwriter on the cover page and under the heading “Underwriting,” (ii) information in the first paragraph under the heading “Underwriting–Underwriting — Commissions and Discounts,” and (iii) the information in the firstsecond, second third and third paragraph fourth paragraphs under the heading “Underwriting–Underwriting — Price Stabilization, Short Positions,Positions and Penalty Bids” and the information under the heading “Underwriting — Electronic Distribution” in each case, case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any post-effective amendment thereto, at its effective timethe respective time it became effective, on the date hereof and at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, at the Closing Time and at each Date of Delivery, if any, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and ), at the Closing TimeTime or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Prospectus and the General Disclosure Package and the ProspectusPackage, at the time the Registration Statement became effective or when such documents incorporated by reference they were filed with the CommissionCommission conformed in all material respects to the requirements of the 1934 Act and the 1934 Act Regulations, as and none of such documents contained any untrue statement of a material fact or omitted to state a material fact necessary to make the case may bestatements therein, when read together with in the other information light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Registration Statement, the Prospectus or the General Disclosure Package or Package, when such documents are filed with the ProspectusCommission, as will conform in all material respects to the case may be, did not requirements of the 1934 Act and the 1934 Act Regulations and will not include an 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 therein, in the light of the circumstances under which they were made, not misleading. The Company filed the Registration Statement with the Commission before using any free writing prospectus and each free writing prospectus was preceded or accompanied by the Prospectus satisfying the requirements of Section 10 under the 1933 Act. The representations and warranties in this subsection Section 1(a)(ii) shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Underwriter Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (i) the name of information in the Underwriter on the cover page and under the heading “Underwriting,” (ii) the first ninth paragraph under the heading “Underwriting–Commissions ” (regarding short sales and Discounts” and (iiistabilizing transactions) the information in the firstRegistration Statement, second the General Disclosure Package and third paragraph under the heading “Underwriting–Price Stabilization, Short Positions,” in each case, contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time, on the date hereof and at the Closing Time contained, contains or will contain an untrue statement As of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing ProspectusWritten Information, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement theretoThe Final Offering Memorandum, as of its issue date, at the time Closing Time or at any Date of any filing with the Commission pursuant to Rule 424(b) Delivery, did not, does not and at the Closing Time, included, includes or will include not contain an untrue statement of a material fact or omitted, omits or will 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the ProspectusFinal Offering Memorandum, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the ProspectusFinal Offering Memorandum, as the case may be, did not, does not and will not include contain an 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 therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) Final Offering Memorandum made in reliance upon and in conformity with written information furnished to the Company by the Underwriter any Initial Purchaser through Xxxxxxx Xxxxx expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (i) the name of the Underwriter on the cover page and under the heading “Underwriting,” (ii) information in the first paragraph under the heading “Underwriting–Commissions and Discounts” and (iii) the information in the first, second and third paragraph under the heading “UnderwritingPlan of Distribution–Price Stabilization, Short Positions,” in each case, contained in the Prospectus Offering Memorandum (collectively, the “Underwriter Initial Purchaser Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time, on the date hereof and time or at the Closing Time Time, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and or at the Closing Time, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by the Underwriter expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (i) the name of the Underwriter on the cover page and under the heading “Underwriting,” (ii) information in the first paragraph under the heading “Underwriting–—Commissions and Discounts,” and (iii) the information in the first, second sentence of the first paragraph and third the second paragraph under the heading “Underwriting–Price Stabilization, —Short Positions,” and the information under the heading “Underwriting—Electronic Distribution” in each case, case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time, on the date hereof and at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include included an untrue statement of a material fact or omitted, omits or will omit omitted 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. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and ), at the Closing TimeTime or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any post-effective amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by the any Underwriter expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (i) the name of the Underwriter on the cover page and under the heading “Underwriting,” (ii) information in the first paragraph under the heading “Underwriting–Commissions and Discounts,” and (iii) the information in the first, second and third paragraph paragraphs under the heading “Underwriting–Price Stabilization, Stabilization and Short Positions,” and the information under the heading “Underwriting–Electronic Distribution” in each case, case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither The documents incorporated by reference in the Registration Statement nor Statement, any amendment theretoPreliminary Prospectus and the Prospectus, at its the time they became effective timeor were filed with the Commission, on as the date hereof case may be, complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and at the Closing Time containedrules and regulations of the Commission thereunder, contains or will contain and none of such documents contained an untrue statement of a material fact or omitted, omits or will omit omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor , and any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) further documents so filed and at the Closing Time, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package any Preliminary Prospectus and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were become effective or are filed with the Commission, as the case may be, when read together with will conform in all material respects to the other information in requirements of the Registration Statement, the General Disclosure Package Securities Act or the ProspectusExchange Act, as applicable, and the case may be, did not rules and regulations of the Commission thereunder and will not include contain an 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 therein, in light of the circumstances under which they are made, not misleading. The representations Company has provided a copy to the Underwriters of each Issuer Free Writing Prospectus used in the sale of the Securities, if any. The Company has filed all Issuer Free Writing Prospectuses required to be so filed with the Commission, and warranties no order preventing or suspending the effectiveness or use of any Issuer Free Writing Prospectus is in this subsection shall effect and no proceedings for such purpose have been instituted or are pending, or, to the knowledge of the Company, are contemplated or threatened by the Commission. When taken together with the rest of the Time of Sale Disclosure Package, the Statutory Prospectus or the Prospectus, no Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Securities or until any earlier date that the Company notified or notifies the Representative as described in the next sentence, did not, does not apply to statements and will not include any information that conflicted, conflicts or will conflict with the information contained in or omissions from the Registration Statement (Statement, including any document incorporated by reference therein and any prospectus supplement deemed to be a part thereof that has not been superseded or any amendment thereto)modified, the General Disclosure Package Statutory Prospectus or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Statutory Prospectus or the Prospectus (or any amendment included or supplement thereto) made would include an untrue statement of a material fact or omitted or would omit to state a material fact required to be stated therein or necessary in reliance upon and order to make the statements therein, in conformity with written information furnished to the light of the circumstances prevailing at the subsequent time, not misleading, the Company by has promptly notified or will promptly notify the Underwriter expressly for use therein. For purposes of this AgreementRepresentative and has promptly amended or will promptly amend or supplement, the only information so furnished shall be (i) the name of the Underwriter on the cover page and under the heading “Underwriting,” (ii) the first paragraph under the heading “Underwriting–Commissions and Discounts” and (iii) the information in the firstat its own expense, second and third paragraph under the heading “Underwriting–Price Stabilizationsuch Issuer Free Writing Prospectus to eliminate or correct such conflict, Short Positions,” in each case, contained in the Prospectus (collectively, the “Underwriter Information”)untrue statement or omission.

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time, on the date hereof and time or at the Closing Time Time, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and or at the Closing Time, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by the Underwriter expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (i) the name of information in the Underwriter on the cover page and under the heading “Underwriting,” (ii) the first fifth paragraph under the heading “Underwriting–Commissions ” relating to commissions and Discounts” and (iii) discounts, the information in the firsteleventh, second twelfth and third thirteenth paragraphs under the heading “Underwriting” relating to price stabilization, short positions and penalty bids, and the information in the fifteenth paragraph under the heading “Underwriting–Price Stabilization” relating to electronic offer, Short Positions,” sale and distribution of shares in each case, case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time, on the date hereof and time or at the Closing Time Time, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and or at the Closing Time, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package Package, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Underwriter Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (i) the name of information in the Underwriter on the cover page and second paragraph under the heading “Underwriting,” (ii) the first paragraph information in the second and third paragraphs under the heading “Underwriting–Commissions and Discounts” and (iii) the information in the first, second and third paragraph under the heading “Underwriting–—Price Stabilization, Short Positions,” and the information under the heading “Underwriting—Electronic Distribution,” in each case, case contained in the General Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any post-effective amendment thereto, at its effective timethe respective time it became effective, on the date hereof and at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, at the Closing Time and at each Date of Delivery, if any, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and ), at the Closing TimeTime or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Prospectus and the General Disclosure Package and the ProspectusPackage, at the time the Registration Statement became effective or when such documents incorporated by reference they were filed with the CommissionCommission conformed in all material respects to the requirements of the 1934 Act and the 1934 Act Regulations, as and none of such documents contained any untrue statement of a material fact or omitted to state a material fact necessary to make the case may bestatements therein, when read together with in the other information light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Registration Statement, the Prospectus or the General Disclosure Package or Package, when such documents are filed with the ProspectusCommission, as will conform in all material respects to the case may be, did not requirements of the 1934 Act and the 1934 Act Regulations and will not include an 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 therein, in the light of the circumstances under which they were made, not misleading. The Company filed the Registration Statement with the Commission before using any free writing prospectus and each free writing prospectus was preceded or accompanied by the Prospectus satisfying the requirements of Section 10 under the 1933 Act. The representations and warranties in this subsection Section 1(a)(ii) shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Underwriter Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (i) the name of information in the Underwriter on the cover page and under the heading “Underwriting,” (ii) the first ninth paragraph under the heading “Underwriting–Commissions ” (regarding short sales and Discounts” and (iiistabilizing transactions) the information in the firstRegistration Statement, second the General Disclosure Package and third paragraph under the heading “Underwriting–Price Stabilization, Short Positions,” in each case, contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, when considered together at its effective time, on the date hereof and at the Closing Time contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and or at the Closing Time, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with (i) written information furnished to the Company by any Underwriter expressly for use therein or (ii) written information furnished to the Company by the Underwriter Selling Shareholder expressly for use therein. For purposes of this Agreement, the only information so furnished shall be pursuant to the foregoing clause (i) shall be the name information in the second and fourth sentences of the Underwriter on the cover page and fourth paragraph under the heading “Underwriting,” (ii) the first paragraph information in the second, third and fourth paragraphs under the heading “Underwriting–Commissions and Discounts—Price Stabilization, Short Positions” and (iii) the information in the first, second and third paragraph under the heading “Underwriting–Price Stabilization, Short Positions,—Electronic Distribution” in each case, case contained in the Prospectus (collectively, the “Underwriter Information”), and the only information furnished pursuant to the foregoing clause (ii) shall be the information relating to the Selling Shareholder furnished in writing in preparation of the answers to Item 7 of Form S-3 (the “Selling Shareholder Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time, on the date hereof and time or at the Closing Time Time, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and or at the Closing Time, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by the Underwriter expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (i) the name of information in the Underwriter on the cover page and under the heading “Underwriting,” (ii) the first fourth paragraph under the heading “Underwriting–Commissions and Discounts” and (iii) the information in the first, second and third paragraph paragraphs under the heading “Underwriting–-Price Stabilization, Short Positions,Positions and Penalty Bids” in each case, case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time, on the date hereof and at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include included an untrue statement of a material fact or omitted, omits or will omit omitted 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. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and ), at the Closing TimeTime or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by the Underwriter Underwriters expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (i) the name of information in the Underwriter on first paragraph under the cover page subheading “Commissions and Discounts” and in the first and second paragraphs under the subheading “Short Positions” under the heading “Underwriting,” (ii) the first paragraph under the heading “Underwriting–Commissions and Discounts” and (iii) the information in the first, second and third paragraph under the heading “Underwriting–Price Stabilization, Short Positions,” in each case, contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither The documents incorporated by reference in the Registration Statement nor Statement, any amendment theretoPreliminary Prospectus and the Prospectus, at its the time they became effective timeor were filed with the Commission, on as the date hereof case may be, complied in all material respects with the requirements of the Securities Act or the Exchange Act, as applicable, and at the Closing Time containedrules and regulations of the Commission thereunder, contains or will contain and none of such documents contained an untrue statement of a material fact or omitted, omits or will omit omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor , and any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) further documents so filed and at the Closing Time, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package any Preliminary Prospectus and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were become effective or are filed with the Commission, as the case may be, when read together with will conform in all material respects to the other information in requirements of the Registration Statement, the General Disclosure Package Securities Act or the ProspectusExchange Act, as applicable, and the case may be, did not rules and regulations of the Commission thereunder and will not include contain an 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 therein, in light of the circumstances under which they are made, not misleading. The representations Company has provided a copy to the Underwriters of each Issuer Free Writing Prospectus used in the sale of the Shares, if any. The Company has filed all Issuer Free Writing Prospectuses required to be so filed with the Commission, and warranties no order preventing or suspending the effectiveness or use of any Issuer Free Writing Prospectus is in this subsection shall effect and no proceedings for such purpose have been instituted or are pending, or, to the knowledge of the Company, are contemplated or threatened by the Commission. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the public offer and sale of the Shares or until any earlier date that the Company notified or notifies the Representative as described in the next sentence, did not, does not apply to statements and will not include any information that conflicted, conflicts or will conflict with the information contained in or omissions from the Registration Statement (Statement, including any document incorporated by reference therein and any prospectus supplement deemed to be a part thereof that has not been superseded or any amendment thereto)modified, the General Disclosure Package Statutory Prospectus or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the Statutory Prospectus or the Prospectus (or any amendment included or supplement thereto) made would include an untrue statement of a material fact or omitted or would omit to state a material fact required to be stated therein or necessary in reliance upon and order to make the statements therein, in conformity with written information furnished to the light of the circumstances prevailing at the subsequent time, not misleading, the Company by has promptly notified or will promptly notify the Underwriter expressly for use therein. For purposes of this AgreementRepresentative and has promptly amended or will promptly amend or supplement, the only information so furnished shall be (i) the name of the Underwriter on the cover page and under the heading “Underwriting,” (ii) the first paragraph under the heading “Underwriting–Commissions and Discounts” and (iii) the information in the firstat its own expense, second and third paragraph under the heading “Underwriting–Price Stabilizationsuch Issuer Free Writing Prospectus to eliminate or correct such conflict, Short Positions,” in each case, contained in the Prospectus (collectively, the “Underwriter Information”)untrue statement or omission.

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time, on the date hereof and hereof, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable TimeTime and any Date of Delivery, neither none of (A) the General Disclosure Package nor Package, (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package and (C) any “road show” as defined in Rule 433(h) under the Securities Act relating to the offering of the Securities, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and ), at the Closing TimeTime or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Underwriter Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (i) the name of the Underwriter on the cover page and under the heading “Underwriting,” (ii) information in the first paragraph under the heading “Underwriting–Commissions and Discounts,” and (iii) the information in the firstsecond, second third and third paragraph fourth paragraphs under the heading “Underwriting–Price Stabilization, Short Positions,Positions and Penalty Bids” and the information under the heading “Underwriting–Electronic Distribution” in each case, case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time, on the date hereof and time or at the Closing Time Time, contained, contains or will contain (as the case may be) an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and or at the Closing Time, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such incorporated documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, does not and will not include an 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), thereto or the General Disclosure Package or the Prospectus (or any amendment or supplement theretothereto (i) included in the Statement of Eligibility and Qualification (Form T-1) under the Trust Indenture Act of the Trustee or (ii) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Underwriter Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (i) the name of the Underwriter on the cover page and under the heading “Underwriting,” (ii) the first paragraph under the heading “Underwriting–Commissions and Discounts” and (iii) the information in the first, second and third paragraph under the heading “Underwriting–Price Stabilization, Short Positions,” in each case, contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement Statement, any Rule 462(b) Registration Statement, nor any post-effective amendment thereto, at its effective time, on the date hereof and time or at the Closing Time Date contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, neither (A) the General Pricing Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Pricing Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and date or at the Closing Time, Date included, includes or will include an untrue statement of a material fact or omitted, omits or will 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 There are no statutes, regulations, documents incorporated or deemed contracts of a character required to be incorporated by reference described in the Registration Statement, any Rule 462(b) Registration Statement, the General Pricing Disclosure Package and the Prospectus, at the time or to be filed as an exhibit to the Registration Statement became effective or when such documents incorporated by reference were any Rule 462(b) Registration Statement, which are not described or filed with as required. There are no business relationships or related person transactions involving the Commission, Company or any Subsidiary (as the case may be, when read together with the defined herein) or any other information person required to be described in the Registration Statement, any Rule 462(b) Registration Statement, the General Pricing Disclosure Package or and the Prospectus, Prospectus that have not been described as the case may be, did not and will not include an 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 misleadingrequired. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement (or any amendment thereto), thereto or the General Pricing Disclosure Package or the Prospectus (or any amendment or supplement thereto) thereto made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Underwriter Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in (i) the name list of Underwriters and their respective allocation of the Underwriter on the cover page and Shares under the heading “Underwriting,” (ii) the first and second sentences of the first paragraph under the heading “Underwriting–—Commissions and DiscountsExpenses,” and (iii) the information in first paragraph, the first, four bulleted items and the first and second and third sentence of the second paragraph under the heading “Underwriting–Price —Stabilization, Short Positions,” in each case, contained in the Registration Statement, any Rule 462(b) Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time, on the date hereof and at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable TimeTime and any Date of Delivery, neither none of (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and ), at the Closing TimeTime or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Underwriter Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (i) the name of the Underwriter on the cover page and under the heading “Underwriting,” (ii) information in the first paragraph under the heading “Underwriting–Commissions and Discounts,” and (iii) the information in the firstsecond, second third and third paragraph fourth paragraphs under the heading “Underwriting–Price Stabilization, Short Positions,Positions and Penalty Bids” and the information under the heading “Underwriting–Electronic Distribution in each case, case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective timetime or at any Settlement Date, on the date hereof and at the Closing Time contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the each Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and or at the Closing Timeany Settlement Date, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Notwithstanding anything to the contrary in this Section, the i3 Verticals Parties make no representation or warranty with respect to any statement contained in the Prospectus or any amendment or supplement thereto (including any prospectus wrapper) or any Issuer Free Writing Prospectus in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of the Agents for use in the Prospectus, any amendment or supplement thereto (including any prospectus wrapper) or any Issuer Free Writing Prospectus. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, do not and will not include an 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by the Underwriter expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (i) the name of the Underwriter on the cover page and under the heading “Underwriting,” (ii) the first paragraph under the heading “Underwriting–Commissions and Discounts” and (iii) the information in the first, second and third paragraph under the heading “Underwriting–Price Stabilization, Short Positions,” in each case, contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time, on the date hereof and time or at the Closing Time containedTime, contains contained or will contain an untrue statement of a material fact or omitted, omits omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable TimeNo preliminary prospectus (including any documents incorporated therein by reference), neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Packageas of its date, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. As of the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include an untrue statement of a material fact or omitted or will 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. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and under the 1933 Act or at the Closing TimeDate, included, includes included or will include an untrue statement of a material fact or omitted, omits omitted or will 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an 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. The representations and warranties in this subsection shall not apply to (i) the Statement of Eligibility (Form T-1) of the Trustee under the 1939 Act or (ii) statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by the any Underwriter through Xxxxxxx Xxxxx expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (i) the name of the Underwriter on the cover page and under the heading “Underwriting,” (ii) information in the first paragraph under the heading “Underwriting–Commissions and Discounts” and (iii) the information in the first, first and second and third paragraph paragraphs under the heading “Underwriting–Price Stabilization, Short Positions,” in each case, case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time, on the date hereof and at the Closing Time Time, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and ), at the Closing Time, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by the Underwriter expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (i) the name of the Underwriter on the cover page and under the heading “Underwriting,” (ii) information in the first paragraph under the heading “Underwriting–Underwriting — Commissions and Discounts,” and (iii) the information in the firstsecond, second third and third paragraph fourth paragraphs under the heading “Underwriting–Underwriting — Price Stabilization, Short Positions,Positions and Penalty Bids” and the information under the heading “Underwriting — Electronic Distribution” in each case, case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time, on the date hereof and at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include included an untrue statement of a material fact or omitted, omits or will omit omitted 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. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and ), at the Closing TimeTime or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an 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. The representations and warranties in this subsection Section 1(a)(ii) shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or Package, the Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Underwriter Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (i) the name of statements relating to the Underwriter on the cover page and concession figures under the heading “Underwriting,-Commission and Expenses” (ii) the first paragraph and statements relating to stabilization under the heading “Underwriting–Commissions and Discounts” and (iii) the information in the first, second and third paragraph under the heading “Underwriting–-Price Stabilization, Short Positions,Positions and Penalty Bids” in each case, case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time, on the date hereof and or at the Closing Time contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and ), at the Closing Time, Time included, includes or will include an untrue statement of a material fact or omitted, omits or will 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Underwriter Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (i) the name names of the Underwriter Underwriters on the cover page and under the heading “Underwriting,” (ii) the first paragraph under the heading “Underwriting–Commissions and Discounts” and (iii) the information in the first, second and third paragraph under the heading “Underwriting–Price Stabilization, Short Positions,” in each case, contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment theretothereto filed after the date hereof and prior to the Closing Time or the Date of Delivery (if any), at its effective time, on the date hereof and at the Closing Time containedor at the Date of Delivery (if any), contains contained or will contain an untrue statement of a material fact or omitted, omits omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither none of (A) the General Disclosure Package nor or (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure PackagePackage included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, includedin light of the circumstances under which they were made, includes or not misleading. The Prospectus, as of its issue date, at the Closing Time and at the Date of Delivery (if any), will not include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and at the Closing Time, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto)Statement, the General Disclosure Package Package, any individual Issuer Limited Use Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Underwriter Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (i) by the name Underwriters for inclusion in the Registration Statement, the General Disclosure Package or any Issuer Limited Use Free Writing Prospectus consists of the Underwriter information on the cover page of the Prospectus regarding delivery of the Shares, the list of Underwriters and under their respective participation in the heading “Underwriting,” (ii) sale of the Shares, the information in the first paragraph under the heading “Underwriting–Commissions and Discounts,” and (iii) the information in the first, first and second and third paragraph paragraphs under the heading “Underwriting–Price Stabilization, Short Positions,Positions and Penalty Bids” and the information under the heading “Underwriting–Electronic Distribution” in each case, case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time, on the date hereof and time or at the Closing Time Time, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At of the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and or at the Closing Time, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by the any Underwriter expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (i) the name of the Underwriter on the cover page and under the heading “Underwriting,” (ii) information in the first paragraph under the heading “Underwriting–Commissions and Discounts,” and (iii) the information in the firstsecond, second third and third paragraph fourth paragraphs under the heading “Underwriting–Price Stabilization, Short Positions,” in each case, contained in the Prospectus and the information under the heading “Underwriting–Electronic Offer, Sale and Distribution of Shares” (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time, on the date hereof and time or at the Closing Time Time, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and ), at the Closing Time, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Underwriter Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (i) the name of the Underwriter on the cover page and under the heading “Underwriting,” (ii) information in the first sentence in the third paragraph, second sentence in the fourth paragraph and first sentence in the sixth paragraph under the heading “Underwriting–Commissions and Discounts” and (iii) the information in the first, second and third paragraph under the heading “Underwriting–Price Stabilization, Short Positions,” in each case, case contained in the Prospectus Prospectus) (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement Statement, nor any amendment theretothereto filed after the date hereof, at its effective time, on the date hereof and at the Closing Time containedor at any Date of Delivery, contains contained or will contain an untrue statement of a material fact or omitted, omits omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither none of (A) the General Disclosure Package nor Package, (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included(C) any Bona Fide Electronic Road Show, includes when considered together with the General Disclosure Package, or will include (D) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included an untrue statement of a material fact or omitted, omits or will omit omitted 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. Neither the Prospectus nor any amendment or supplement theretoThe Prospectus, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) Closing Time and at the Closing Timeany Date of Delivery, included, includes or will not include an untrue statement of a material fact or omitted, omits or will 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto)Statement, the General Disclosure Package Package, any individual Issuer Limited Use Free Writing Prospectus, any individual Written Testing-the-Waters Communication, or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company Partnership by or on behalf of any Underwriter through the Underwriter Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (i) by the name Underwriters for inclusion in the Registration Statement, the General Disclosure Package, any Issuer Limited Use Free Writing Prospectus or any Written Testing-the-Waters Communication consists of the Underwriter information on the cover page of the Prospectus regarding delivery of the Units, the list of Underwriters and under their respective participation in the heading “Underwriting,” (ii) sale of the Units, the information in the first paragraph under the heading “Underwriting–Commissions and Discounts,” and (iii) the information in the firstlast paragraph under the heading “Underwriting–New York Stock Exchange Listing,” the information in the second, second third and third paragraph fourth paragraphs under the heading “Underwriting–Price Stabilization, Short Positions,Positions and Penalty Bids” and the information under the heading “Underwriting–Electronic Distribution” in each case, case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time, on the date hereof and at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include included an untrue statement of a material fact or omitted, omits or will omit omitted 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. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and ), at the Closing TimeTime or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an 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. The representations and warranties in this subsection Section 1(a)(ii) shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or Package, the Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Underwriter Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (i) the name of statements relating to the Underwriter on concession figures under the cover page heading “Underwriting Commissions and Discounts” and statements relating to stabilization under the heading “Underwriting,” (ii) the first paragraph under the heading “Underwriting–Commissions and Discounts” and (iii) the information in the first, second and third paragraph under the heading “Underwriting–-Price Stabilization, Short Positions,Positions and Penalty Bids” in each case, case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the The Registration Statement nor any amendment theretoStatement, at its effective time, on the date hereof and at the Closing Time containedor at any Date of Delivery, contains does not or will not contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and ), at the Closing TimeTime or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto)Statement, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Underwriter Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished by any Underwriter shall be (i) the name of the Underwriter on the cover page and under the heading “Underwriting,” (ii) information in the first paragraph under the heading “Underwriting–Commissions and Discounts,” and (iii) the information in the firstsecond, second third and third paragraph fourth paragraphs under the heading “Underwriting–Price Stabilization, Short Positions,Positions and Penalty Bids” and the information under the heading “Underwriting–Electronic Distribution” in each case, case contained in the preliminary prospectus included in the General Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time, on the date hereof and time or at the Closing Time Time, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. At As of the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and or at the Closing Time, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made (A) in reliance upon and in conformity with written information furnished to the Company by Selling Stockholder Information, or (B) in reliance upon and in conformity with the Underwriter expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (i) the name of the Underwriter on the cover page and under the heading “Underwriting,” (ii) the first paragraph under the heading “Underwriting–Commissions and Discounts” and (iii) the information in the first, second and third paragraph under the heading “Underwriting–Price Stabilization, Short Positions,” in each case, contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time, on the date hereof and time or at the Closing Time containedTime, contains contained or will contain an untrue statement of a material fact or omitted, omits omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable TimeNo preliminary prospectus (including any documents incorporated therein by reference), neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Packageas of its date, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. As of the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include an untrue statement of a material fact or omitted or will 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. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and under the 1933 Act or at the Closing Time, included, includes included or will include an untrue statement of a material fact or omitted, omits omitted or will 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an 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. The investor presentation dated June 2023 (the “Investor Presentation”), when considered together with the General Disclosure Package, did not, and at the Closing Time, will not, include 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; provided that the Company makes no representation and warranty with respect to any statements or omissions made in the Investor Presentation in reliance upon and in conformity with information relating to any Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Investor Presentation. The representations and warranties in this subsection shall not apply to (x) the Statement of Eligibility (Form T-1) of the Trustee under the 1939 Act or (y) statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package Package, the Investor Presentation or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Underwriter Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (i) the name of the Underwriter on the cover page and under the heading “Underwriting,” (ii) information in the first paragraph under the heading “Underwriting–Commissions and Discounts” and (iii) the information in the first, first and second and third paragraph paragraphs under the heading “Underwriting–Price Stabilization, Short Positions,Positions and Certain Other Transactions” in each case, case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time, on the date hereof and at the Closing Time contained, contains or will contain an untrue statement As of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing ProspectusWritten Information, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement theretoThe Final Offering Memorandum, as of its issue date, at the time Closing Time or at any Date of any filing with the Commission pursuant to Rule 424(b) Delivery, did not, does not and at the Closing Time, included, includes or will include not contain an untrue statement of a material fact or omitted, omits or will 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the ProspectusFinal Offering Memorandum, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the ProspectusFinal Offering Memorandum, as the case may be, did not, does not and will not include contain an 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 therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) Final Offering Memorandum made in reliance upon and in conformity with written information furnished to the Company by the Underwriter any Initial Purchaser through Xxxxxxx Xxxxx expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (i) [the name of information in the Underwriter on the cover page second and third sentences under the heading “UnderwritingPlan of Distribution–Notes are Not Being Registered,” (ii) and the information in the first paragraph under the heading “Underwriting–Commissions and Discounts” and (iii) the information in the first, second and third paragraph under the heading “UnderwritingPlan of Distribution–Price Stabilization, Short Positions,” in each case, contained in the Prospectus Offering Memorandum (collectively, the “Underwriter Initial Purchaser Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time, on the date hereof and time or at the Closing Time containedTime, contains contained or will contain an untrue statement of a material fact or omitted, omits omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable TimeNo preliminary prospectus (including any documents incorporated therein by reference), neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Packageas of its date, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. As of the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include an untrue statement of a material fact or omitted or will 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. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and under the 1933 Act or at the Closing TimeDate, included, includes included or will include an untrue statement of a material fact or omitted, omits omitted or will 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an 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. The representations and warranties in this subsection shall not apply to (i) the Statement of Eligibility (Form T-1) of the Trustee under the 1939 Act or (ii) statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by the any Underwriter through X.X. Xxxxxx expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (i) the name of the Underwriter on the cover page and under the heading “Underwriting,” (ii) information in the first paragraph under the heading “Underwriting–Commissions and Discounts” and (iii) the information in the first, first and second and third paragraph paragraphs under the heading “Underwriting–Price Stabilization, Short Positions,” in each case, case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time, on the date hereof and Applicable Time or at the Closing Time Time, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and ), at the Closing Time, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an 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. The representations and warranties in this subsection shall not apply to (i) the Statement of Eligibility (Form T-1) of the Trustee under the 1939 Act or (ii) statements in or omissions from the Registration Statement (or any amendment thereto), any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company Issuer by the any Underwriter expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (i) the name of the Underwriter on the cover page and consist of, under the heading “Underwriting,” of the General Disclosure Package and the Prospectus (ii) or any amendment or supplement thereto), the names of the Underwriters in the first paragraph under the heading “Underwriting–Commissions and Discounts” and (iii) the information in the first, second and third paragraph under the heading “Underwriting–Price Stabilization, Short Positions,” in each case, contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time, on the date hereof and time or at the Closing Time Time, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and ), at the Closing Time, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by the Underwriter expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (i) the name of information in the Underwriter on the cover page fifth and sixth paragraphs under the heading “Underwriting,” (ii) the first paragraph under the heading “Underwriting–Commissions and Discounts” and (iii) the information in the first, second and third paragraph under the heading “Underwriting–Price Stabilization, Short PositionsUnderwriter,” in each case, contained case in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time, on the date hereof and time or at the Closing Time Time, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and ), at the Closing Time, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an 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. The representations and warranties in this subsection Section 1(b) shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by the Underwriter Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (i) the name of the Underwriter on the cover page and under the heading “Underwriting,” (ii) the first paragraph under the heading “Underwriting–Commissions and Discounts” and (iii) the information in the first, second and third thirteenth paragraph under in the heading section “Underwriting–Price Stabilization” relating to short sales, Short Positions,” in each case, contained in the Prospectus stabilization transactions and purchases to cover positions created by short sales (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective timetime or at each Time of Delivery, on the date hereof and at the Closing Time contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and ), at the Closing Timeeach Time of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an 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 therein, in light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by the Underwriter Underwriters expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (i) the name of information in the Underwriter on the cover page seventh and eighth paragraphs under the heading “Underwriting,” (ii) the first paragraph under the heading “Underwriting–Commissions and Discounts” and (iii) the information in the first, second and third paragraph under the heading “Underwriting–Price Stabilization, Short PositionsUnderwriters,” in each case, contained case in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither No order preventing or suspending the use of any Preliminary Prospectus or any Issuer Free Writing Prospectus has been issued by the Commission; each Preliminary Prospectus, at the time of filing thereof or the time of first use within the meaning of the rules and regulations of the Commission, conformed in all material respects to the requirements of the Act and did not contain an 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, in the light of the circumstances under which they were made, not misleading. The documents incorporated by reference in the Time of Sale Disclosure Package and the Prospectus, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder, and none of such documents contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; any further documents so filed and incorporated by reference in the Prospectus or any further amendment or supplement thereto, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder and will not contain an 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, in the light of the circumstances under which they were made, not misleading. The Registration Statement conforms in all material respects to the requirements of the Act and neither the Registration Statement nor any amendment thereto, at its the effective timetime of each part thereof, on the date hereof and at the First Closing Time Date or at the Second Closing Date (each as defined below), contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable TimeTime of Sale (as defined below), neither (A) the General Time of Sale Disclosure Package (as defined below) nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Time of Sale Disclosure Package, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) of the Rules and Regulations, at the First Closing Date or at the Second Closing, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and at the Closing Time, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an 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. The representations and warranties in this subsection Section 1(a)(ii) shall not apply to statements in or omissions from any Preliminary Prospectus, the Registration Statement (or any amendment thereto), the General Time of Sale Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon upon, and in conformity with with, written information furnished to the Company by the you, or by any Underwriter expressly through you, specifically for use therein. For purposes in the preparation of this Agreementsuch document, it being understood and agreed that the only such information so furnished shall be (i) the name by any Underwriter consists of the Underwriter on the cover page and under the heading “Underwriting,” (ii) the first paragraph under the heading “Underwriting–Commissions and Discounts” and (iii) the information described as such in the first, second and third paragraph under the heading “Underwriting–Price Stabilization, Short Positions,” in each case, contained in the Prospectus (collectively, the “Underwriter Information”Section 6(b).

Accurate Disclosure. Neither the Registration Statement nor any post-effective amendment thereto, when considered together with the Registration Statement, at its effective time, on the date hereof and hereof, at the Closing Time or at any Additional Closing Time, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time and any Additional Closing Time, neither none of (A) the General Disclosure Package nor Package, (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement thereto, when considered together with the General Disclosure Package, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and ), at the Closing Time or at any Additional Closing Time, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an 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. The representations and warranties in this subsection Section 1(a)(ii) shall not apply to statements in or omissions from the Registration Statement (or any post-effective amendment thereto), the General Disclosure Package Package, any Issuer Limited Use Free Writing Prospectus, any Written Testing-the-Waters Communication or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Underwriter Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (i) the name of the Underwriter on the cover page and under the heading “Underwriting,” (ii) information in the first paragraph under the heading “Underwriting–Commissions Discounts and DiscountsExpenses,” and (iii) the information in the first, second and third paragraph bullets under the heading “Underwriting–Price Stabilization, Short Positions,” and the information under the heading “Underwriting–Electronic Distribution” in each case, case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time, on the date hereof and at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the General Disclosure Package did not include 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. Neither the Prospectus nor any amendment or supplement thereto (B) including any individual Issuer Limited Use Free Writing Prospectusprospectus wrapper), when considered together as of its issue date, at the time of any filing with the General Disclosure PackageCommission pursuant to Rule 497, at the Closing Date or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and at the Closing Time, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by the any Underwriter through J.X. Xxxxxx expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (i) information in the name of the Underwriter on the cover page and under the heading “Underwriting,” (ii) Prospectus in the first paragraph under the heading “Underwriting–Commissions and Discounts,” and (iii) the information in the first, second and third paragraph under the heading “Underwriting–Price Stabilization, Short Positions,Positions and Penalty Bids” in each case, contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any post-effective amendment thereto, at its effective timethe respective times it became effective, on the date hereof and at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, at the Closing Time and at each Date of Delivery, if any, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and ), at the Closing TimeTime or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Prospectus and the General Disclosure Package and the ProspectusPackage, at the time the Registration Statement became effective or when such documents incorporated by reference they were filed with the Commission, as conformed in all material respects to the case may berequirements of the 1934 Act and the 1934 Act Regulations, when read together with and none of such documents contained any untrue statement of a material fact or omitted to state a material fact necessary to make the other information statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Registration Statement, the Prospectus or the General Disclosure Package or Package, when such documents are filed with the ProspectusCommission, as will conform in all material respects to the case may be, did not requirements of the 1934 Act and the 1934 Act Regulations and will not include an 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 therein, in the light of the circumstances under which they were made, not misleading. The Transaction Entities filed the Registration Statement with the Commission before using any free writing prospectus, and each free writing prospectus was preceded or accompanied by the Prospectus satisfying the requirements of Section 10 under the 1933 Act. The representations and warranties in this subsection Section 1(a)(ii) shall not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act or (ii) statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company Transaction Entities by any Underwriter through the Underwriter Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be are (i) the name of concession and reallowance figures appearing in the Underwriter on Prospectus in the cover page and under the heading section entitled “Underwriting,” and (ii) the first paragraph under the heading “Underwriting–Commissions seventh and Discounts” and (iii) the information in the first, second and third paragraph under the heading “Underwriting–Price Stabilization, Short Positions,” in each case, contained eighth paragraphs appearing in the Prospectus in the section entitled “Underwriting” relating to stabilization transactions, over-allotment transactions, syndicate covering transactions and, if applicable, penalty bids in which the Underwriters may engage (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time, on the date hereof and at the Closing Time contained, contains or will contain an untrue statement As of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing ProspectusWritten Information, when considered together with the General Disclosure Package, included, includes or will include included an untrue statement of a material fact or omitted, omits or will omit omitted 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. Neither the Prospectus nor any amendment or supplement theretoThe Final Offering Memorandum, as of its issue date, at the time Closing Time or at any Date of any filing with the Commission pursuant to Rule 424(b) Delivery, did not, does not and at the Closing Time, included, includes or will include not contain an untrue statement of a material fact or omitted, omits or will 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the ProspectusFinal Offering Memorandum, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the ProspectusFinal Offering Memorandum, as the case may be, did not, does not and will not include 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. Each Issuer Written Information, if any, as of its issue date and at all subsequent times through the Closing Dates or until any earlier date that the Company notified or notifies the Representative as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the General Disclosure Package or the Final Offering Memorandum, including any document incorporated by reference therein. If at any time following issuance of an Issuer Written Information through the Closing Dates there occurred or occurs an event or development as a result of which such Issuer Written Information conflicted or would conflict with the information contained in the Offering Memorandum that has not been superseded or modified, or included in the General Disclosure Package or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances prevailing at the subsequent time, not misleading, the Company has promptly notified or will promptly notify the Representative and has promptly amended or supplemented or will promptly amend or supplement, at its own expense, such Issuer Written Information to eliminate or correct such conflict, untrue statement or omission. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) Final Offering Memorandum made in reliance upon and in conformity with written information furnished to the Company by the Underwriter any Initial Purchaser through Xxxxxxx Xxxxx expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (i) the name of the Underwriter on the cover page and under the heading “Underwriting,” (ii) information in the first paragraph under the heading “Underwriting–Commissions and Discounts” and (iii) the information in the first, second and third paragraph under the heading “UnderwritingPlan of Distribution–Price Stabilization, Short Positions,” in each case, contained in the Prospectus Offering Memorandum (collectively, the “Underwriter Initial Purchaser Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time, on the date hereof and or at the Closing Time Time, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and or at the Closing Time, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such incorporated documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, does not and will not include an 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), thereto or the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) thereto made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Underwriter Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (i) the name second sentence of the Underwriter on fourth paragraph, the cover page first sentence of the fifth paragraph, the third sentence of the seventh paragraph and the first and second sentences of the tenth paragraph, each under the heading caption “Underwriting,” (ii) the first paragraph under the heading “Underwriting–Commissions and Discounts” and (iii) the information in the first, second and third paragraph under the heading “Underwriting–Price Stabilization, Short Positions,” in each case, contained in the Registration Statement, the preliminary prospectus contained in the General Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time, on the date hereof and or at the Closing Time Time, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and or at the Closing Time, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such incorporated documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, does not and will not include an 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 therein, in the case of the General Disclosure Package and the Prospectus, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Issuers and the Company by any Underwriter through the Underwriter Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (i) the name names of the Underwriter Underwriters on the cover page and under the heading “Underwriting,” (ii) the first paragraph under the heading “Underwriting–Commissions and Discounts” and (iii) the information in the first, first and second and third paragraph under the heading “Underwriting–Price Stabilization, Short Positions,” in each case, contained in the Registration Statement, the preliminary prospectus contained in the General Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement Statement, the Rule 462(b) Registration Statement, if any, nor any post-effective amendment thereto, at its effective time, on the date hereof and at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading. At the Applicable Time, neither (A) the General Pricing Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Pricing Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time Closing Time or at any Date of any filing with the Commission pursuant to Rule 424(b) and at the Closing TimeDelivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such incorporated documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Rule 462(b) Registration Statement, the Pricing Disclosure Package or the Prospectus, as the case may be, did not, does not and will not include an 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. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any subsidiary or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement (or any amendment thereto), thereto or the General Pricing Disclosure Package or the Prospectus (or any amendment or supplement thereto) thereto made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Underwriter Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in (iA) the name of first sentence under “Commission and Expenses,” (B) the Underwriter on first sentence under “Stabilization,” and (C) the cover page and first sentence under “Passive Market Making,” each under the heading “Underwriting,” (ii) the first paragraph under the heading “Underwriting–Commissions and Discounts” and (iii) the information contained in the firstRegistration Statement, second and third paragraph under any Rule 462(b) Registration Statement, the heading “Underwriting–Price Stabilization, Short Positions,” in each case, preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time, on the date hereof and hereof, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable TimeTime and any Date of Delivery, neither none of (A) the General Disclosure Package nor Package, (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package and (C) any “road show” as defined in Rule 433(h) under the 1933 Act relating to the offering of the Securities, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement thereto, when considered together with the Prospectus, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and ), at the Closing TimeTime or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an 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 therein, in the light of the circumstances under which they were made with respect to the General Disclosure Package or Prospectus, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Underwriter Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (i) the name information in the first sentence of the Underwriter on third paragraph; the cover page and under fourth paragraph; the heading “Underwriting,” (ii) first two sentences of the first paragraph under the heading section entitled “Underwriting–Commissions Commission and Discounts” Expenses”; the first sentence of the first paragraph, the third sentence of the second paragraph and (iii) the information in first sentence of the first, second and third sixth paragraph under the heading section entitled “Stabilization”; and the first and fourth sentences under the section entitled “Electronic Distribution” each under the caption “Underwriting–Price Stabilization, Short Positions,” in each case, contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time, on the date hereof and time or at the Closing Time contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and or, at the Closing Time, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated or deemed to be incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Underwriter Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (i) the name of the Underwriter on the cover page and under the heading “Underwriting,” (ii) the first paragraph under the heading “Underwriting–Commissions and Discounts” and (iii) the information in the first, second and third paragraph under the heading “Underwriting–Price Stabilization, Short PositionsUnderwriting (Conflicts of Interest)” and the information in the first and second paragraphs under the heading “Underwriting (Conflicts of Interest)—Price stabilization and short positions,” in each case, case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time, on the date hereof and hereof, at the Closing Time containedTime, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and ), at the Closing Time, Time included, includes or will include an untrue statement of a material fact or omitted, omits or will 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Underwriter Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (i) the name names of the Underwriter Underwriters on the cover page and under the heading “Underwriting,” (ii) the first paragraph under the heading “Underwriting–Commissions and Discounts” and (iii) the information in the first, second and third paragraph under the heading “Underwriting–Price Stabilization, Short Positions,” in each case, contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time, on the date hereof and at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include included an untrue statement of a material fact or omitted, omits or will omit omitted 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. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and ), at the Closing TimeTime or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an 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. The representations and warranties in this subsection Section 1(a)(ii) shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or Package, the Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Underwriter Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (i) the name of the Underwriter on the cover page fourth and tenth through thirteenth paragraphs under the heading “Underwriting,” (ii) the first paragraph under the heading “Underwriting–Commissions and Discounts” and (iii) the information in the first, second and third paragraph under the heading “Underwriting–Price Stabilization, Short Positions,” in each case, case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time, on the date hereof and at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include included an untrue statement of a material fact or omitted, omits or will omit omitted 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. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and ), at the Closing TimeTime or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Underwriter Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (i) the name of the Underwriter on the cover page and under the heading “Underwriting,” (ii) information in the first paragraph under the heading “Underwriting–—Commissions and Discounts,” and (iii) the information in the first, second and third fourth paragraph under the heading “Underwriting–—New York Stock Exchange,” the information in the second, third and fourth paragraphs under the heading “Underwriting—Price Stabilization, Short PositionsPositions and Penalty Bids” and the information under the heading “Underwriting—Electronic Distribution,” in each case, case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time, on the date hereof and at the Closing Time contained, contains or will contain an untrue statement As of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing ProspectusWritten Information, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement theretoThe Final Offering Memorandum, as of its issue date, at the time of Closing Time or at any filing with the Commission pursuant to Rule 424(b) Option Closing Date, did not, does not and at the Closing Time, included, includes or will include not contain an untrue statement of a material fact or omitted, omits or will 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the ProspectusFinal Offering Memorandum, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the ProspectusFinal Offering Memorandum, as the case may be, did not, does not and will not include contain an 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 therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) Final Offering Memorandum made in reliance upon and in conformity with written information furnished to the Company by any Initial Purchaser through the Underwriter Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (i) the name of the Underwriter on the cover page and under the heading “Underwriting,” (ii) information in the first paragraph under the heading “Underwriting–Plan of Distribution—Commissions and Discounts” and (iii) the information in the first, second and third first paragraph under the heading “Underwriting–Plan of Distribution—Price Stabilization, Short Positions,” in each case, contained in the Prospectus Offering Memorandum (collectively, the “Underwriter Initial Purchaser Information”).

Accurate Disclosure. Neither the Registration Statement Statement, the Rule 462(b) Registration Statement, if any, the Notification nor any amendment thereto, at its effective time, on the date hereof and at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time Closing Time or at any Date of any filing with the Commission pursuant to Rule 424(b) and at the Closing TimeDelivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package 462(b) Registration Statement (or any amendment thereto) or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company Fund or the Investment Manager by the any Underwriter through BofA Securities expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (i) the name of the Underwriter on the cover page and under the heading “Underwriting,” (ii) the first paragraph under the heading “Underwriting–Commissions and Discounts” and (iii) the information in the first, second and third paragraph under the heading “Underwriting–Price Stabilization, Short Positions,” [ ] in each case, case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time, on the date hereof and at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include included an untrue statement of a material fact or omitted, omits or will omit omitted 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. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and ), at the Closing TimeDate or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not did, and will any further documents so filed or incorporated by reference will, not include an 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Underwriter Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (i) the name of the Underwriter on the cover page and under the heading “Underwriting,” (ii) information in the first paragraph under the heading “Underwriting–—Commissions and Discounts,” and (iii) the information in the firstsecond, second third and third paragraph fourth paragraphs under the heading “Underwriting–—Price Stabilization, Stabilization and Short Positions,” in each case, contained in the Prospectus and the information under the heading “Underwriting—Electronic Offer, Sale and Distribution of Shares” (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto(i) Each document, at its effective timeif any, on the date hereof and at the Closing Time containedfiled, contains furnished, or will contain an untrue statement of a material fact delivered, or omitted, omits or will omit to state a material fact required to be stated therein filed, furnished, or necessary delivered, pursuant to make the statements therein not misleading. At the Applicable Time, neither (A) Canadian Securities Laws and incorporated by reference in the General Disclosure Package nor Canadian Prospectus complied or will comply when so filed in all material respects with Canadian Securities Laws and (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) Exchange Act and at the Closing Time, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, Statement or the General Disclosure Package Prospectuses complied or will comply when so filed in all material respects with the Exchange Act and the Prospectusapplicable rules and regulations of the Commission thereunder, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in (ii) each part of the Registration Statement, the General Disclosure Package or the Prospectus, as the case may bewhen such part became effective, did not contain, and each such part, as amended or supplemented, if applicable, will not include an 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, (iii) the Registration Statement as of the date hereof does 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, (iv) the Registration Statement and the most recent preliminary U.S. Prospectus that is distributed to investors prior to the Applicable Time, the information included in Schedule II hereto, and the applicable Permitted Free Writing Prospectus(es), if any, all taken together (collectively, the “General Disclosure Package”) will comply, in all material respects with the Securities Act and the applicable rules and regulations of the SEC thereunder, (v) the General Disclosure Package does not and at the time of each sale of the Public Shares in connection with the Offering when the Prospectuses are not yet available to prospective purchaser, the General Disclosure Package, as then amended or supplemented by the Company, if applicable, 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, (vi) each broadly available road show, if any, when considered together with the General Disclosure Package, does 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 and (vii) the U.S. Prospectus does not contain and, as amended or supplemented, if applicable, 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. All statistical or market-related data included in the Registration Statement, the Prospectuses and the General Disclosure Package comply, are based on or derived from sources that the Company believes to be reliable and accurate in all material respects, and the Company has obtained the written consent to the use of such data from such sources to the extent required. The Form F-X conforms with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto, including any prospectus wrapper) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Underwriter Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (i) the name of the Underwriter on the cover page and information that appears under the heading “Underwriting,Price Stabilization and Passive Market-Making” (ii) the first paragraph under the heading “Underwriting–Commissions and Discounts” and (iii) the information in the first, second and third paragraph under the heading “Underwriting–Price Stabilization, Short Positions,” in each case, contained in Plan of Distribution section of the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any post-effective amendment thereto, at its effective timethe respective times it became effective, on the date hereof and at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, at the Closing Time and at each Date of Delivery, if any, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and ), at the Closing TimeTime or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Prospectus and the General Disclosure Package and the ProspectusPackage, at the time the Registration Statement became effective or when such documents incorporated by reference they were filed with the CommissionCommission conformed in all material respects to the requirements of the 1934 Act and the 1934 Act Regulations, as and none of such documents contained any untrue statement of a material fact or omitted to state a material fact necessary to make the case may bestatements therein, when read together with in the other information light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Registration Statement, the Prospectus or the General Disclosure Package or Package, when such documents are filed with the ProspectusCommission, as will conform in all material respects to the case may be, did not requirements of the 1934 Act and the 1934 Act Regulations and will not include an 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 therein, in the light of the circumstances under which they were made, not misleading. The Company filed the Registration Statement with the Commission before using any free writing prospectus and each free writing prospectus was preceded or accompanied by the Prospectus satisfying the requirements of Section 10 under the 1933 Act. The representations and warranties in this subsection Section 1(a)(ii) shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company Transaction Entities by any Underwriter through the Underwriter Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be are (i) the name of concessions appearing in the Underwriter on Prospectus in the cover page and under the heading section entitled “Underwriting,” —Commissions and Discounts”, (ii) the first second paragraph under appearing in the heading Prospectus in the section entitled “Underwriting–Commissions —Price Stabilization, Short Positions” relating to stabilization transactions and Discounts” syndicate covering transactions and (iii) the information in the first, second and third paragraph under the heading “Underwriting–Price Stabilization, Short Positions,” in each case, contained appearing in the Prospectus in the section entitled Underwriting—Conflicts of Interest” (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time, on the date hereof and at the Closing Time Time, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and ), or at the Closing TimeDate, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by the Underwriter or the Selling Stockholder expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (i) the name of the Underwriter on the cover page and under the heading “Underwriting,” (ii) information in the first paragraph under the heading “Underwriting–—Commissions and Discounts,” and (iii) the information in the first, second and third paragraph paragraphs under the heading “Underwriting–—Price Stabilization, Short Positions,” and the information under the heading “Underwriting—Electronic Offer, Sale and Distribution of Shares” in each case, case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Each Preliminary Prospectus, at the time of filing thereof or the time of first use within the meaning of the Rules and Regulations, did not contain an 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, in the light of the circumstances under which they were made, not misleading. Neither the Registration Statement nor any amendment thereto, at its effective timethe Effective Date, on the date hereof and at the Closing Time contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable TimeTime of Sale (as defined below), neither (A) the General Time of Sale Disclosure Package (as defined below) nor (B) any individual Issuer Limited Use Free Writing Prospectusissuer free writing prospectus (as defined below), when considered together with the General Time of Sale Disclosure Package, included, includes or will include included an untrue statement of a material fact or omitted, omits or will omit omitted 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. Neither the The Prospectus nor any amendment or supplement theretowill not, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) of the Rules and Regulations, at the First Closing TimeDate or at the Second Closing, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an 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. The representations and warranties in this subsection Section 2(a)(ii) shall not apply to statements in or omissions from any Preliminary Prospectus, the Registration Statement (or any amendment thereto), the General Time of Sale Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon upon, and in conformity with with, written information furnished to the Company by you specifically for use in the preparation of such document, it being understood and agreed that the only such information furnished by the Underwriter expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (i) the name consists of the Underwriter on the cover page and under the heading “Underwriting,” (ii) the first paragraph under the heading “Underwriting–Commissions and Discounts” and (iii) the information described as such in the first, second and third paragraph under the heading “Underwriting–Price Stabilization, Short Positions,” in each case, contained in the Prospectus (collectively, the “Underwriter Information”Section 6(e).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time, on the date hereof and at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include included an untrue statement of a material fact or omitted, omits or will omit omitted 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. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and ), at the Closing TimeTime or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an 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. The representations and warranties in this subsection Section 1(a)(ii) shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or Package, the Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus made in reliance upon and in conformity with written information furnished to the Company by the Underwriter expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (i) the name of statements relating to the Underwriter on the cover page and under the heading “Underwriting,” (ii) the first paragraph under the heading “Underwriting–Commissions and Discounts” and (iii) the information concession figures in the first, second and third paragraph under and the heading “Underwriting–Price Stabilization, Short Positions,” and statements related to stabilization in each case, contained the ninth paragraph in the Underwriting Section in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither As of the Registration Statement Applicable Time, neither the Time of Sale Prospectus, including any documents incorporated by reference therein, nor the other information or materials distributed in writing or orally to prospective investors including materials related to pricing terms and the plan of distribution, if any, all considered together (collectively, the “General Disclosure Package”) included any amendment thereto, at its effective time, on the date hereof and at the Closing Time contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading. At the Applicable Time, neither (A) The preceding sentence does not apply to statements in or omissions from the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together in reliance upon or in conformity with written information furnished to the Company by the Placement Agent specifically for use therein. Each part of the General Disclosure Package, includedas of its issue date and at all subsequent times through the completion of the public offer and sale of the Offered Securities or until any earlier date that the Company notified or notifies the Placement Agent as described in the next sentence, includes did not, does not and will not include any information that conflicted, conflicts or will conflict with the information then contained in the Registration Statement. If at any time following the issuance of a part of the General Disclosure Package there occurred or occurs an event or development as a result of which such part of the General Disclosure Package conflicted or would conflict with the information then contained in the Registration Statement or as a result of which such part of the General Disclosure Package, if republished immediately following such event or development, would include an untrue statement of a material fact or omitted, omits omitted or will would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Company has promptly notified or will promptly notify the Placement Agent and (ii) the Company has promptly amended or will promptly amend or supplement such part of the General Disclosure Package to eliminate or correct such conflict, untrue statement or omission. Neither Any reference to the General Disclosure Package or the Prospectus nor any amendment or supplement thereto, as of its issue date, at shall be deemed to refer to and include (i) the time of any filing Company’s Annual Report on Form 20-F filed with the Commission pursuant to Rule 424(bthe Exchange Act on October 3, 2016, as amended on June 28, 2017 (as so amended, the “Annual Report”), (ii) and at the Closing Time, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which all reports on Form 6-K that so indicate they were made, not misleading. The documents incorporated or deemed to be are being incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, into the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit that are expressly incorporated by reference into the General Disclosure Package pursuant to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (Prospectus, or any amendment thereto)or supplement thereto , and (iii) the draft preliminary prospectus supplement, dated June 29, 2017 and draft Form 6-K including the 9 month financial statements of the Company, each of which will be filed June 29, 2017. All documents filed under the Exchange Act and so deemed to be included in the General Disclosure Package or the Prospectus (Prospectus, as the case may be, or any amendment or supplement thereto) made thereto are hereinafter called the “Exchange Act Reports”. The Annual Report and the Exchange Act Reports, when they were or are filed with the Commission, conformed or will conform in reliance upon and in conformity with written information furnished all material respects to the Company by the Underwriter expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (i) the name applicable requirements of the Underwriter on Exchange Act and the cover page applicable rules and under regulations of the heading “Underwriting,” (ii) the first paragraph under the heading “Underwriting–Commissions and Discounts” and (iii) the information in the first, second and third paragraph under the heading “Underwriting–Price Stabilization, Short Positions,” in each case, contained in the Prospectus (collectively, the “Underwriter Information”)Commission thereunder.

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, when considered together at its effective time, on the date hereof and time or at the Closing Time Time, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and or at the Closing Time, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with (i) written information furnished to the Company by any Underwriter expressly for use therein or (ii) written information furnished to the Company by the Underwriter Selling Shareholder expressly for use therein. For purposes of this Agreement, the only information so furnished shall be pursuant to the foregoing clause (i) shall be the name of information in the Underwriter on the cover page and fifth paragraph under the heading “Underwriting,” (ii) the first paragraph under the heading “Underwriting–Commissions and Discounts” and (iii) the information in the firstsecond, second third and third paragraph fourth paragraphs under the heading “Underwriting–Price Stabilization, Short Positions,” and the information under the heading “Underwriting–Electronic Distribution” in each case, case contained in the Prospectus (collectively, the “Underwriter Information”), and the only information furnished pursuant to the foregoing clause (ii) shall be the information relating to the Selling Shareholder furnished in writing in preparation of the answers to Item 7 of Form S-3 (the “Selling Shareholder Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time, on the date hereof and time or at the Closing Time Time, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus supplement), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and or at the Closing Time, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such incorporated documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any post-effective amendment thereto), the General Disclosure Package or the Prospectus (or any amendment amendments or supplement thereto) supplements thereto made in reliance upon and in conformity with written information furnished to the Company by any of the Underwriter Underwriters through the Representatives expressly for use therein. For purposes of this Agreement, it being understood and agreed that the only such information so furnished shall be by any Underwriter through the Representatives consists of (iA) the name names of such Underwriter as presented on the front and back cover of the Underwriter on preliminary prospectus and the cover page Prospectus and under the heading “Underwriting,” (iiB) the first concession figures appearing in the fifth paragraph under the heading caption “Underwriting–Commissions and DiscountsUnderwriting (Conflicts of Interest),” and (iii) the information concerning market making by the Underwriters in the first, second and third eighth paragraph under the heading caption “Underwriting–Price StabilizationUnderwriting (Conflicts of Interest)” and the information concerning short sales, Short Positions,” in each case, stabilizing transactions and purchases to cover positions created by short sales by the Underwriters contained in the ninth paragraph under the caption “Underwriting (Conflicts of Interest),” each as set forth in the preliminary prospectus and the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective timetime or at any Applicable Time, on the date hereof and at the Closing Time contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the each Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and or at the Closing any Applicable Time, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated or deemed to be incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, do not and will not include an 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. The ; provided, however, that the representations and warranties in this subsection Section 1(ii) shall not apply to any statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with the Agent Information. As used in this Agreement with respect to an Agent, a Forward Seller and a Forward Purchaser and an applicable document, “Agent Information” shall mean the written information furnished to the Company and the Operating Partnership by the Underwriter such Agent, Forward Seller or Forward Purchaser expressly for use therein. For purposes of this Agreement, ; it being understood and agreed upon that the only such information so furnished shall be (i) the by any Agent or Forward Seller consists of such Agent’s or Forward Seller’s name of the Underwriter on the cover page and under the heading “Underwriting,” (ii) the first paragraph under the heading “Underwriting–Commissions and Discounts” and (iii) the information capacity appearing in the first, second and third paragraph under the heading “Underwriting–Price Stabilization, Short Positions,” in each case, contained in the Prospectus (collectively, the “Underwriter Information”)Prospectus.

Accurate Disclosure. Neither the The Registration Statement nor any amendment theretoStatement, at its effective time, on the date hereof and at the Closing Time containedor at any Date of Delivery, contains does not or will not contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and ), at the Closing TimeTime or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became DB1/83663541.2 effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto)Statement, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Underwriter Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished by any Underwriter shall be (i) the name of the Underwriter on the cover page and under the heading “Underwriting,” (ii) information in the first paragraph under the heading “Underwriting–Commissions and Discounts,” and (iii) the information in the firstsecond, second third and third paragraph fourth paragraphs under the heading “Underwriting–Price Stabilization, Short Positions,Positions and Penalty Bids” and the information under the heading “Underwriting–Electronic Distribution” in each case, case contained in the preliminary prospectus included in the General Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time, on the date hereof and at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include included an untrue statement of a material fact or omitted, omits or will omit omitted 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. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and ), at the Closing TimeTime or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package Package, any individual Issuer Limited Use Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Underwriter Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (i) the name of the Underwriter on the cover page and under the heading “Underwriting,” (ii) information in the first paragraph under the heading “Underwriting–—Commissions and Discounts,” and (iii) the information in the first, second and third fourth paragraph under the heading “Underwriting–—NYSE Listing,” the information in the second, third and fourth paragraphs under the heading “Underwriting—Price Stabilization, Short PositionsPositions and Penalty Bids” and the information under the heading “Underwriting—Electronic Offer, Sale and Distribution of Shares,” in each case, case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the The Registration Statement nor any amendment theretoStatement, at its effective time, on the date hereof and hereof, at the Closing Time containedor at any Date of Delivery, contains or did not contain, does not contain and will not contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable TimeTime and any Date of Delivery, neither none of (A) the General Disclosure Package nor Package, (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package or (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement thereto, as As of its issue date, date and at the time of any filing with the Commission pursuant to Rule 424(b) ), the Prospectus did not and at the Closing Time, included, includes or will not include an untrue statement of a material fact or omitted, omits or will 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 documents incorporated , and as of the date of any amendment or deemed to be incorporated by reference in supplement thereto, as of the Registration StatementClosing Time or at any Date of Delivery, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective Prospectus does not or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an 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 therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Underwriter Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (i) the name of the Underwriter on the cover page and under the heading “Underwriting,” (ii) information in the first paragraph under the heading “Underwriting–Commissions and Discounts,” and (iii) the information in the firstfourth paragraph under the heading “Underwriting–Listing”, second the information in the second, third and third paragraph fourth paragraphs under the heading “Underwriting–Price Stabilization, Short Positions,Positions and Penalty Bids” and the information under the heading “Underwriting–Electronic Distribution” in each case, case contained in the most recent preliminary prospectus that is distributed to investors prior to the Applicable Time and in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time, on the date hereof and time or at the Closing Time containedTime, contains contained or will contain an untrue statement of a material fact or omitted, omits omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable TimeNo preliminary prospectus (including any documents incorporated therein by reference), neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Packageas of its date, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. As of the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included or will include an untrue statement of a material fact or omitted or will 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. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and under the 1933 Act or at the Closing Time, included, includes included or will include an untrue statement of a material fact or omitted, omits omitted or will 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an 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. The representations and warranties in this subsection shall not apply to (i) the Statement of Eligibility (Form T-1) of the Trustee under the 1939 Act or (ii) statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by the any Underwriter through Credit Suisse expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (i) the name of the Underwriter on the cover page and under the heading “Underwriting,” (ii) information in the first paragraph under the heading “Underwriting–Commissions and Discounts” and (iii) the information in the first, first and second and third paragraph paragraphs under the heading “Underwriting–Price Stabilization, Short Positions,” in each case, case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time, on the date hereof and time or at the Closing Time Time, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and or at the Closing Time, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by the Underwriter expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (i) the name of the Underwriter on the cover page and under the heading “Underwriting,” (ii) information in the first paragraph under the heading “"Underwriting–Commissions and Discounts” and (iii) ," the information in the first, second and third paragraph under the heading “"Underwriting–Price Stabilization, Short Positions,” " and the information under the heading "Underwriting–Electronic Distribution" in each case, case contained in the Prospectus (collectively, the “"Underwriter Information”").

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time, on the date hereof and at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include included an untrue statement of a material fact or omitted, omits or will omit omitted 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. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and ), at the Closing TimeTime or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package Package, any individual Issuer Limited Use Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Underwriter Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (i) the name of the Underwriter on the cover page and under the heading “Underwriting,” (ii) information in the first paragraph under the heading “Underwriting–—Commissions and Discounts,” and (iii) the information in the first, second and third paragraph under the heading “Underwriting–—New York Stock Exchange,” the information in the second, third and fourth paragraphs under the heading “Underwriting—Price Stabilization, Short PositionsPositions and Penalty Bids” and the information under the heading “Underwriting—Electronic Distribution,” in each case, case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time, on the date hereof and at the Closing Time contained, contains or will contain an untrue statement As of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing ProspectusWritten Information, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement theretoThe Final Offering Memorandum, as of its issue date, at the time Closing Time or at any Date of any filing with the Commission pursuant to Rule 424(b) Delivery, did not, does not and at the Closing Time, included, includes or will include not contain an untrue statement of a material fact or omitted, omits or will 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the ProspectusFinal Offering Memorandum, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the ProspectusFinal Offering Memorandum, as the case may be, did not, does not and will not include contain an 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 therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) Final Offering Memorandum made in reliance upon and in conformity with written information furnished to the Company by the Underwriter any Initial Purchaser through Xxxxxxx Xxxxx expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (i) the name of the Underwriter on the cover page and under the heading “Underwriting,” (ii) information in the first paragraph under the heading “Underwriting–Commissions and Discounts” and (iii) the information in the first, second and third paragraph under the heading “UnderwritingPlan of Distribution–Price Stabilization, Short Positions,” in and the first sentence of each case, contained of the third and fourth paragraphs under the heading “Plan of Distribution–Capped Call Transactions” in the Prospectus Offering Memorandum (collectively, the “Underwriter Initial Purchaser Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time, on the date hereof and time or at the Closing Time Time, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and ), or at the Closing Time, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company Trust by any Underwriter through the Underwriter Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (i) the name of the Underwriter on the cover page and under the heading “Underwriting,” (ii) information in the first paragraph under the heading “Underwriting–Commissions and Discounts” and (iii) the information in the first, first and second and third paragraph paragraphs under the heading “Underwriting–Price Stabilization, Stabilization and Short Positions,” in each case, contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Each Preliminary Prospectus, at the time of filing thereof or the time of first use within the meaning of the Rules and Regulations, did not contain an 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, in the light of the circumstances under which they were made, not misleading. Neither the Registration Statement nor any amendment thereto, at its the effective timetime of each part thereof, on the date hereof and at the Closing Time Date (as defined below), contained, contains or will contain contain, as the case may be, an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable TimeTime of Sale (as defined below), neither (A) the General Time of Sale Disclosure Package (as defined below) nor (B) any individual Issuer Limited Use Free Writing ProspectusProspectus (as defined below), when considered together with the General Time of Sale Disclosure Package, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) of the Rules and Regulations, at the Closing Date, included, includes or will include include, as the case may be, an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and at the Closing Time, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an 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. The representations and warranties in this subsection Section 2(a)(ii) shall not apply to statements in or omissions from any Preliminary Prospectus, the Registration Statement (or any amendment thereto), the General Time of Sale Disclosure Package or Package, the Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus made in reliance upon upon, and in conformity with with, written information furnished to the Company by the you, or by any Underwriter expressly through you, specifically for use therein. For purposes in the preparation of this Agreementsuch document, the only it being understood and agreed that such information so furnished shall be (i) the name by any Underwriter consists solely of the Underwriter on the cover page and under the heading “Underwriting,” (ii) the first paragraph under the heading “Underwriting–Commissions and Discounts” and (iii) the information described as such in the first, second and third paragraph under the heading “Underwriting–Price Stabilization, Short Positions,” in each case, contained in the Prospectus (collectively, the “Underwriter Information”Section 6(e).

Accurate Disclosure. Neither the Registration Statement Statements nor any amendment thereto, at its their effective time, on the date hereof and or at the Closing Time Time, contained, contains contain or will contain an untrue statement of a material fact or omitted, omits omit or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) and ), or at the Closing Time, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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 documents incorporated or deemed to be incorporated by reference in the Registration StatementStatements, the General Disclosure Package and the Prospectus, at the time the Registration Statement Statements became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration StatementStatements, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an 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. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement Statements (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by the Underwriter expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (i) the name of information in the Underwriter on the cover page first and second paragraphs under the heading “Underwriting,—Price Stabilization, Short Positions” (ii) and the first paragraph information under the heading “Underwriting–Commissions and Discounts” and (iii) the information in the first, second and third paragraph under the heading “Underwriting–Price Stabilization, Short Positions,—Electronic Distribution” in each case, case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time, on the date hereof and at the Closing Time contained, contains or will contain an untrue statement As of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing ProspectusWritten Information, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will 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. Neither the Prospectus nor any amendment or supplement theretoThe Final Offering Memorandum, as of its issue date, at the time Closing Time or at any Date of any filing with the Commission pursuant to Rule 424(b) Delivery, did not, does not and at the Closing Time, included, includes or will include not contain an untrue statement of a material fact or omitted, omits or will 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the ProspectusFinal Offering Memorandum, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the ProspectusFinal Offering Memorandum, as the case may be, did not, does not and will not include contain an 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 therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) Final Offering Memorandum made in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Initial Purchaser through the Underwriter Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (i) the name of the Underwriter on the cover page and under the heading “Underwriting,” (ii) information in the first paragraph under the heading “Underwriting–Plan of Distribution – Commissions and Discounts,” and (iii) the information in third sentence of the first, second and third first paragraph under the heading “UnderwritingPlan of Distribution – Notes are Not Being Registered,” the third and fourth sentences under the heading “Plan of Distribution – New Issue of Notes” and the information in the first paragraph under the heading “Plan of Distribution–Price Stabilization, Short Positions,” in each case, contained in the Prospectus Offering Memorandum (collectively, the “Underwriter Initial Purchaser Information”).