Common use of Accurate Disclosure Clause in Contracts

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time or at any Applicable Time or any 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 each Applicable Time, neither (A) the Prospectus nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Prospectus, 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 (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the 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 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 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 set forth in the immediately preceding paragraph shall not apply to statements in or omissions from the Registration Statement or the Prospectus, as amended or supplemented, made in reliance upon and in conformity with information furnished to the Company in writing by the Agent or the Forward Purchaser expressly for use therein. For purposes of this Section 6(b), the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on the cover of the Prospectus and the statements related to stabilization under the caption “Plan of Distribution” in the Prospectus (the “Sales Agent Information”). c.

Accurate Disclosure. Neither the Registration Statement nor any post-effective amendment thereto, at its effective time or at any Applicable Time or any 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 As of each Applicable Time, neither (A) the Prospectus nor (B) any no individual Issuer Limited Use Free Writing Prospectus, when considered together with the Prospectus, Prospectus 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 (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 each Applicable Time or at any Settlement DateTime, 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 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 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 set forth in the immediately preceding paragraph this subsection shall not apply to statements in or omissions from the Registration Statement (or any post-effective amendment thereto) or the Prospectus, as amended Prospectus (or supplemented, any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company in writing by the Agent or the Forward Purchaser expressly for use therein. For purposes of this Section 6(b), the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on the cover of the Prospectus and the statements related to stabilization under the caption “Plan of Distribution” in the Prospectus (the “Sales Agent Information”). c..

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its the respective times the Registration Statement and any post-effective time or amendments thereto became effective and at any Applicable Time or any Settlement Datethe 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 each Applicable Time, neither (A) 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 date, at the time of any filing with the ProspectusCommission 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. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as As of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Time or and at the Closing Time, neither (x) the General Disclosure Package nor (y) any Settlement Dateindividual 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 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 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 set forth in the immediately preceding paragraph 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, as amended Prospectus (or supplemented, any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Agent or the Forward Purchaser Representatives expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be (i) the Agent’s name on information regarding the cover of concession and reallowance appearing in the Prospectus third and the statements related to stabilization eighth paragraphs under the caption heading “Plan of DistributionUnderwriting”, (ii) the information regarding stabilization, syndicate covering transactions and penalty bids appearing in the eighth, ninth and tenth paragraphs under the heading “Underwriting” (but only insofar as such information concerns the Underwriters) and (iii) the information regarding market making by the Underwriters appearing in the fourth paragraph under the heading “Underwriting” in the Prospectus (collectively, the “Sales Agent Underwriter Information”). c..

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its the times they became effective, at each deemed effective time or date with respect to Agent pursuant to Rule 430(B)(f)(2) under the Securities Act, at any each Applicable Time or any Settlement and at each Representation 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 in order to make the statements therein not misleading. At each Applicable Time, neither (A) Neither the Prospectus (nor (B) any individual Issuer Limited Use Free Writing Prospectusone or more issuer free writing prospectuses, when considered together with the Prospectus) contained, included, includes contains or will include 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. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b)) under the Securities Act, at the each Applicable Time or at any Settlement Representation Date, includedcontained, includes contains or will include 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 Statement, the 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 Statement, the Prospectus or such issuer free writing prospectus when considered together with 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 set forth in the immediately preceding paragraph this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), any issuer free writing prospectus or the Prospectus, as amended Prospectus (or supplementedany amendment or supplement thereto (including any prospectus wrapper)), made in reliance upon and in conformity with written information furnished to the Company in writing by the Agent or the Forward Purchaser expressly specifically for use therein. For purposes of this Section 6(b), the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on the cover of the Prospectus and the statements related to stabilization under the caption “Plan of Distribution” in the Prospectus therein (the “Sales Agent Information”). c..

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time or at any Applicable Time or any 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 each Applicable Time, neither (A) the Prospectus General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral 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 (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the 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 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 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 Notwithstanding anything to the contrary in this Section, the Company makes no representation and warranties set forth in the immediately preceding paragraph shall not apply warranty with respect to any statements in or omissions from the Registration Statement or the Prospectus, as amended or supplemented, made in reliance upon and in conformity with information relating to the Agent furnished to the Company in writing by the Agent or the Forward Purchaser Agent, expressly for use therein. For purposes of this Section 6(b), in the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on the cover of Statement and the Prospectus and the statements related to stabilization under the caption “Plan of Distribution” in the Prospectus (the “Sales Agent Information”). c.any amendment or supplement thereto.

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time time, or at any Applicable Time or any 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 each Applicable Time, neither (A) the Prospectus nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Prospectus, 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 (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the 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 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 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 set forth in the immediately preceding paragraph this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto) or the Prospectus, as amended Prospectus (or supplemented, any amendment or supplement thereto) made in reliance upon and in conformity with information furnished to the Company in writing by the Agent or the Forward Purchaser expressly for use therein. For purposes of this Section 6(b), the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on the cover of the Prospectus and the statements related to stabilization under the caption “Plan of Distribution” in the Prospectus Information (the “Sales Agent Information”as defined below). c..

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time or at any Applicable Time or any 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 each Applicable Time, neither (A) the Prospectus General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral 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 (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the 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 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 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 set forth in the immediately preceding paragraph this Section 1(ii) shall not apply to statements in or omissions from the Registration Statement Statement, the General Disclosure Package or the Prospectus, as amended or supplemented, Prospectus made in reliance upon upon, and in conformity with with, written information furnished to the Company in writing by the Agent or the Forward Purchaser Agents expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on the cover of the Prospectus Agents and the statements related to stabilization under the caption “Plan of Distribution” Forward Purchasers in the Prospectus (collectively, the “Sales Agent Information”). c..

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time or at any Applicable Time or any 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 each Applicable Time, neither (A) the Prospectus General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral 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 (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the 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 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 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 set forth in the immediately preceding paragraph this Section 1(ii) shall not apply to statements in or omissions from the Registration Statement Statement, the General Disclosure Package or the Prospectus, as amended or supplemented, Prospectus made in reliance upon upon, and in conformity with with, written information furnished to the Company in writing by the Agent or the Forward Purchaser Agents expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on the cover of the Prospectus and the statements related to stabilization under the caption “Plan of Distribution” Agents in the Prospectus (collectively, the “Sales Agent Information”). c..

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time or at any Applicable Time or any 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 each Applicable Time, neither (A) the Prospectus General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral 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 (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the 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 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 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 set forth contained in the immediately preceding paragraph this Section 1(b) shall not apply to statements in or omissions from the Registration Statement Statement, the General Disclosure Package or the Prospectus, as amended or supplemented, Prospectus made in reliance upon and in conformity with written information furnished to the Company by any Agent in writing by the Agent or the Forward Purchaser expressly for use therein. For purposes of this Section 6(b), the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on the cover of the Prospectus and the statements related to stabilization under the caption “Plan of Distribution” in the Prospectus (the “Sales Agent Information”). c..

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time or at any Applicable Time or any 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 each Applicable Time, neither (A) the Prospectus General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral 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 (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the 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 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 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 Notwithstanding anything to the contrary in this Section, the Company makes no representation and warranties set forth in the immediately preceding paragraph shall not apply warranty with respect to any statements in or omissions from the Registration Statement or the Prospectus, as amended or supplemented, made in reliance upon and in conformity with information relating to an Agent furnished to the Company in writing by the Agent or the Forward Purchaser such Agent, expressly for use therein. For purposes of this Section 6(b), in the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on the cover of Statement and the Prospectus and the statements related to stabilization under the caption “Plan of Distribution” in the Prospectus (the “Sales Agent Information”). c.any amendment or supplement thereto.

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time or at any Applicable Time or any Settlement Datethe 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 each As of the Applicable Time, neither (A) the Prospectus nor General Disclosure Package nor, (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral 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 (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), ) or at the Applicable Time or at any Settlement DateClosing 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, 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 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 set forth in the immediately preceding paragraph this subsection shall not apply to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification on Form T-1 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, as amended Prospectus (or supplemented, any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company in writing Issuer and the Parent Guarantor by any Underwriter through the Agent or the Forward Purchaser Representatives expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on information contained in the cover first sentence of the Prospectus fifth paragraph (regarding selling concessions) and the statements related to stabilization tenth paragraph (regarding short sales and stabilizing transactions), each under the caption heading “Plan of DistributionUnderwriting” contained in the Prospectus (collectively, the “Sales Agent Underwriter Information”). c..

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time or at any Applicable Time or any 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 each Applicable Time, neither (A) the Prospectus General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral 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 (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the 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 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 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 set forth contained in the immediately preceding paragraph this Section 1(c) shall not apply to statements in or omissions from the Registration Statement Statement, the General Disclosure Package or the Prospectus, as amended or supplemented, Prospectus made in reliance upon and in conformity with written information furnished to the Company by any Agent in writing by the Agent or the Forward Purchaser expressly for use therein. For purposes of this Section 6(b), the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on the cover of the Prospectus and the statements related to stabilization under the caption “Plan of Distribution” in the Prospectus (the “Sales Agent Information”). c..

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time time, or at any Applicable Time or any Settlement Datethe 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 each As of the Applicable Time, neither (A) the Prospectus General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral 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 (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), or at the Applicable Time or at any Settlement DateClosing 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, 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 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 set forth in the immediately preceding paragraph 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, as amended Prospectus (or supplemented, any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company in writing by the Agent or the Forward Purchaser Underwriter expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on information in the cover of second, third and fourth paragraphs under the Prospectus heading “Underwriting–Price Stabilization, Short Positions” and the statements related to stabilization information under the caption heading “Plan of Underwriting–Electronic Distribution” in each case contained in the Prospectus (collectively, the “Sales Agent Underwriter Information”). c..

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time or at any Applicable Time or any 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 each Applicable Time, neither (A) the Prospectus General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral 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 (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the 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 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 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 set forth in the immediately preceding paragraph shall not apply to statements in or omissions from the Registration Statement Statement, the General Disclosure Package or the Prospectus, as amended or supplemented, made in reliance upon and in conformity with information furnished to the Company in writing by the Agent or the Forward Purchaser expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on and the cover last sentence of the Prospectus and the statements related to stabilization first paragraph under the caption “Plan of Distribution” in the Prospectus Supplement (the “Sales Agent Information”). c..

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time time, at the Closing Time or at any Applicable Time or any Settlement DateDate 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 each As of the Applicable Time, neither none of (A) the Prospectus nor General Disclosure Package, (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral 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 (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Closing Time or at any Settlement DateDate 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 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 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 set forth in the immediately preceding paragraph 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, as amended Prospectus (or supplemented, any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Agent or the Forward Purchaser Representatives expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished shall be the information relating to concessions in any the first paragraph under the heading “Underwriting–Commissions and Discounts,” the information in the second, third and fourth paragraphs under the heading “Underwriting–Price Stabilization and Short Positions” and the information under the heading “Underwriting–Electronic Distribution” in each case contained in such Registration Statement, Prospectus General Disclosure Package or Issuer Free Writing Prospectus shall be the Agent’s name on the cover of the Prospectus and the statements related to stabilization under the caption “Plan of Distribution” in the Prospectus (collectively, the “Sales Agent Underwriter Information”). c..

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time time, at the Closing Time or at any Applicable Time or any Settlement DateDate 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 each the Applicable Time, neither (A) the Prospectus General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral 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 (including any prospectus wrapper)thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Closing Time or at any Settlement DateDate 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 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 or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, do 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 set forth in the immediately preceding paragraph this subsection shall not apply to statements in or omissions from the Registration Statement or any amendment thereto or the Prospectus, as amended General Disclosure Package or supplemented, the Prospectus or any amendment or supplement thereto made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Agent or the Forward Purchaser Representatives expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished shall be the information in any the third paragraph under the heading “Underwriting,” the information in the fifth sentence under the heading “Underwriting–New Issue of Securities,” the information in the first paragraph under the heading “Underwriting–Short Positions” and, solely with respect to statements that the Underwriters have not made certain representations or predictions, the information in the last sentence of the second paragraph under the heading “Underwriting–Short Positions,” in each case, contained in the Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on preliminary prospectus contained in the cover of the Prospectus General Disclosure Package and the statements related to stabilization under the caption “Plan of Distribution” in the Prospectus (collectively, the “Sales Agent Underwriter Information”). c..

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 to prospective investors, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”) included any amendment thereto, at its effective time or at any Applicable Time or any Settlement Date, 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 each Applicable TimeThe preceding sentence does not apply to statements in or omissions from the General Disclosure Package 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, neither (A) as of its issue date and at all subsequent times through the Prospectus nor (B) completion of the public offer and sale of the Shares or until any individual Issuer Limited Use Free Writing Prospectusearlier date that the Company notified or notifies the Placement Agent as described in the next sentence, when considered together did not, does not and will not include any information that conflicted, conflicts or will conflict with the Prospectusinformation 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, includedif republished immediately following such event or development, includes or will 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 shall be deemed to refer to and include (including any prospectus wrapper), as of its issue date, at i) the time of any filing Company’s Annual Report on Form 10-K filed with the Commission pursuant to Rule 424(bon December 14, 2014, as amended on March 6, 2015 (the “Annual Report”), at (ii) the Applicable Time or at Company’s Proxy Statement on Schedule 14A filed with the Commission on May 6, 2015, (iii) the Company’s Quarterly Reports on Form 10-Q filed February 9, 2015, May 11, 2015 and August 10, 2015 (the “Quarterly Reports”) and 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 other documents filed under the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or Exchange Act and deemed to be incorporated by reference in into the Registration Statement and or the Prospectus, at the time the Registration Statement became effective Prospectus or when such documents that so indicate they are being incorporated by reference were or hereafter are filed with into the Commission, as the case may be, when read together with the other information in the Registration Statement General Disclosure Package or the Prospectus, as the case may be, did notor that are expressly incorporated by reference into the General Disclosure Package pursuant to the Prospectus, do not or any amendment or supplement thereto. All documents filed under the Exchange Act and will not include an untrue statement of a material fact or omit to state a material fact required so deemed to be stated therein or necessary to make the statements therein not misleading. The representations and warranties set forth included in the immediately preceding paragraph shall not apply to statements in or omissions from the Registration Statement General Disclosure Package or the Prospectus, as amended the case may be, or supplemented, made any amendment or supplement thereto are hereinafter called the “Exchange Act Reports”. With the exception of the Form 8-K/A required in reliance upon and in conformity connection with information furnished the filing of the historical financial statements pertaining to the Company in writing by the Agent or the Forward Purchaser expressly for use therein. For purposes acquisition of this Section 6(b)Vandalia Research, Inc., the only information so furnished Exchange Act Reports, when they were or are filed with the Commission, conformed or will conform in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be all material respects to the Agent’s name on the cover applicable requirements of the Prospectus Exchange Act and the statements related to stabilization under applicable rules and regulations of the caption “Plan of Distribution” in the Prospectus (the “Sales Agent Information”). c.Commission thereunder.

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time time, at the Closing Time or at any Applicable Time or any Settlement DateDate 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 each As of the Applicable Time, neither (A) the Prospectus General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral 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 (including any prospectus wrapper)thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Closing Time or at any Settlement DateDate 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 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 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 set forth in the immediately preceding paragraph 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, as amended Prospectus (or supplemented, any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company in writing by the Agent or the Forward Purchaser any Underwriter through Xxxxxxx Xxxxx expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on information in the cover of first paragraph under the Prospectus heading “Underwriting–Commissions and Discounts,” the information in the second and third paragraphs under the heading “Underwriting–Price Stabilization, Short Positions” and the statements related to stabilization information under the caption heading “Plan of Underwriting–Electronic Distribution” in each case contained in the Prospectus (collectively, the “Sales Agent Underwriter Information”). c..

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time or at any Applicable Time or any 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 each Applicable Time, neither (A) the Prospectus nor (B) any no individual Issuer Limited Use Free Writing Prospectus, when considered together with the Prospectus, Prospectus 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 (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the 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 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 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 Notwithstanding anything to the contrary in this Section, the Company makes no representation and warranties set forth in the immediately preceding paragraph shall not apply warranty with respect to any statements in or omissions from the Registration Statement or the Prospectus, as amended or supplemented, made in reliance upon and in conformity with information relating to the Agents furnished to the Company in writing by the Agent or the Forward Purchaser Agents, expressly for use therein. For purposes of this Section 6(b), in the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on the cover of Statement and the Prospectus and the statements related to stabilization under the caption “Plan of Distribution” in the Prospectus (the “Sales Agent Information”). c.any amendment or supplement thereto.

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time time, at the Closing Time or at any Applicable Time or any Settlement DateDate 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 each As of the Applicable Time, neither none of (A) the Prospectus nor General Disclosure Package, (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral Disclosure Package, nor (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 (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Closing Time or at any Settlement DateDate 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 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 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 set forth in the immediately preceding paragraph this subsection (1)(a)(ii) shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the ProspectusGeneral Disclosure Package, as amended the Prospectus (or supplementedany amendment or supplement thereto, including any prospectus wrapper), any Issuer Limited Use Free Writing Prospectus or any individual Written Testing-the-Waters Communication made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Agent or the Forward Purchaser Representatives expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on information in the cover of first paragraph under the Prospectus heading “Underwriting – Discounts and Commissions,” the information in the second, third and fourth paragraphs under the heading “Underwriting – Price Stabilization, Short Positions and Penalty Bids” and the statements related to stabilization information under the caption heading “Plan of Underwriting – Electronic Distribution” in each case contained in the Prospectus (collectively, the “Sales Agent Underwriter Information”). c..

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time or at any Applicable Time or any Settlement Datethe 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 each As of the Applicable Time, neither none of (A) the Prospectus General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral 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 (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), ) or at the Applicable Time or at any Settlement DateClosing 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, 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 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 (in the case of the General Disclosure Package or the Prospectus, in the light of the circumstances under which they were made) not misleading. The representations and warranties set forth in the immediately preceding paragraph 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, as amended Prospectus (or supplemented, any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company in writing by the Agent or the Forward Purchaser Underwriter expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on information in the cover of first paragraph under the Prospectus heading “Underwriting–Commissions and Discounts” and the statements related to stabilization information in the second, third and fourth paragraphs under the caption heading “Plan of DistributionUnderwriting–Price Stabilization, Short Positions and Penalty Bids” in each case contained in the Prospectus (collectively, the “Sales Agent Underwriter Information”). c..

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time time, on the date hereof, at the Closing Time or at any Applicable Time or any Settlement DateDate of Delivery, contained, contains did 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 each the Applicable Time, at the Closing Time and any Date of Delivery, neither (A) the Prospectus General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral 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 (including any prospectus wrapper)thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Closing Time or at any Settlement DateDate 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 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 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 set forth in the immediately preceding paragraph 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, as amended Prospectus (or supplemented, any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Agent Representatives by or the Forward Purchaser on behalf of any Underwriter expressly for use thereinin preparation thereof. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on information in the cover of first paragraph under the Prospectus heading “Underwriting–Commissions and Discounts,” the information in the second, third and fourth paragraphs under the heading “Underwriting–Price Stabilization and Short Positions” and the statements related to stabilization information under the caption heading “Plan of Underwriting–Electronic Distribution” in each case contained in the Prospectus (collectively, the “Sales Agent Underwriter Information”). c..

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time time, at the Closing Time or at any Applicable Time or any Settlement DateDate 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 each As of the Applicable Time, neither (A) the Prospectus General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral 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 (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Closing Time or at any Settlement DateDate 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 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 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 set forth in the immediately preceding paragraph 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, as amended Prospectus (or supplemented, any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Agent or the Forward Purchaser Representatives expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on information in the cover of first paragraph under the Prospectus heading “Underwriting—Commissions and Discounts,” the information in the first, second, third and fourth paragraphs under the heading “Underwriting—Price Stabilization, Short Positions “ and the statements related to stabilization information under the caption heading “Plan Underwriting—Electronic Distribution of DistributionShares” in each case contained in the Prospectus (collectively, the “Sales Agent Underwriter Information”). c..

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its the respective times the Registration Statement and any post-effective time amendments thereto became effective, at the Closing Time or at any Applicable Time or any Settlement DateDate 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 each Applicable Time, neither (A) 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 date, at the time of any filing with the ProspectusCommission pursuant to Rule 424(b), at the Closing Time 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 As of the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue dateApplicable Time, at the time Closing Time and at each Date of Delivery, neither (x) the General Disclosure Package nor (y) any filing individual Issuer Free Writing Prospectus, when considered together with the Commission pursuant to Rule 424(b), at the Applicable Time or at any Settlement DateGeneral 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 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 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 set forth in the immediately preceding paragraph 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, as amended Prospectus (or supplemented, any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Agent or the Forward Purchaser Representatives expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on information in the cover of first paragraph under the Prospectus heading “Underwriting–Commissions and Discounts,” and the statements related to stabilization information in the second, third and fourth paragraphs under the caption heading “Plan of DistributionUnderwriting–Price Stabilization, Short Positions and Penalty Bids” in the Prospectus (collectively, the “Sales Agent Underwriter Information”). c..

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time or at any Applicable the Closing Time or at any Settlement DateDate 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 each As of the Applicable Time, neither (A) the Prospectus General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral 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 (including any prospectus wrapper)thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Closing Time or at any Settlement DateDate 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 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 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 set forth in the immediately preceding paragraph 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, as amended Prospectus (or supplemented, any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Agent or the Forward Purchaser Representatives expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be (i) the Agent’s name names of the Underwriters on the cover of the Prospectus page and the statements related to stabilization under the caption heading “Plan of DistributionUnderwriting,” (ii) the first paragraph under the heading “Underwriting–Commissions and Discounts” and (iii) the information in the first and second paragraphs under the heading “Underwriting–Price Stabilization and Short Positions,” in each case, contained in the Prospectus (collectively, the “Sales Agent Underwriter Information”). c..

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time or at any Applicable Time or any Settlement Datethe 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 each As of the Applicable Time, neither (A) the Prospectus nor General Disclosure Package nor, (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral 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 (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), ) or at the Applicable Time or at any Settlement DateClosing 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, 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 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 set forth in the immediately preceding paragraph 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, as amended Prospectus (or supplemented, any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Agent or the Forward Purchaser Representatives expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on information contained in the cover first and second sentences of the Prospectus fifth paragraph (regarding selling concessions), the twelfth paragraph (regarding short sales and stabilizing transactions) and the statements related to stabilization third, fourth and fifth sentences of the seventeenth paragraph (regarding hedging activities), each under the caption heading “Plan of DistributionUnderwriting” contained in the Prospectus (collectively, the “Sales Agent Underwriter Information”). c..

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time or at any Applicable Time or any 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 each Applicable Time, neither (A) the Prospectus General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral 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 (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the 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 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 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 set forth in the immediately preceding paragraph shall not apply to statements in or omissions from the Registration Statement Statement, the General Disclosure Package or the Prospectus, as amended or supplemented, made in reliance upon and in conformity with information furnished to the Company in writing by the Agent or the Forward Purchaser Agents expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be (i) the applicable Agent’s name on and (ii) the cover last sentence of the Prospectus and the statements related to stabilization first paragraph under the caption “Plan of Distribution” in the Prospectus Supplement (the “Sales Agent Information”). c..

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time time, at the Closing Time or at any Applicable Time or any Settlement DateDate 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 each As of the Applicable Time, neither (A) the Prospectus General Disclosure Package, (B) any prospectus wrapper prepared in connection with the Reserved Securities, when considered together with the General Disclosure Package, nor (BC) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral 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 (A) the Prospectus U.S. Prospectus, (B) any prospectus wrapper prepared in connection with the Reserved Securities, when considered together with the U.S. Prospectus, nor (C) any amendment or supplement thereto (including to any prospectus wrapper)of the foregoing, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Time Closing Date or at any Settlement DateDate 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 Neither (A) the Canadian Prospectus, (B) any prospectus wrapper prepared in connection with the Reserved Securities, when considered together with the Canadian Prospectus, nor any amendment or deemed supplement to be incorporated by reference in any of the Registration Statement and the Prospectusforegoing, as of its respective date, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed of any filing with the CommissionPrincipal Regulator, as at the case may beClosing Date or at any Date of Delivery, when read together with the other information in the Registration Statement included, includes or the Prospectus, as the case may be, did not, do not and will not include 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, and (A) the Canadian Prospectus, (B) any prospectus wrapper prepared in connection with the Reserved Securities, when considered together with the Canadian Prospectus, and (C) any amendment or supplement to any of the foregoing, as of its respective date, at the time of any filing with the Principal Regulator, at the Closing Date or at any Date of Delivery, (x) was, is and will be true and correct in all material respects, (y) contained, contains and will contain no misrepresentation (as defined under Canadian Securities Laws), and (z) constituted, constitutes and will constitute full, true and plain disclosure of all material facts relating to the Company and the Securities. The representations and warranties set forth in the immediately preceding paragraph 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, as amended Prospectuses (or supplemented, any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company in writing by the Agent or the Forward Purchaser any Underwriter through Xxxxxxx Xxxxx expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be (i) the Agent’s name on information in the cover of the Prospectus Preliminary Prospectuses and the statements related to stabilization Prospectuses in the first paragraph under the caption heading “Plan of DistributionUnderwriting—Commissions and Discounts,” (ii) the information in the Prospectus Preliminary Prospectuses and the Prospectuses in the second, third, fourth and fifth paragraphs under the heading “Underwriting—Price Stabilization, Short Positions and Penalty Bids”, (iii) the information in the Preliminary Prospectuses and the Prospectuses under the heading “Underwriting—Electronic Offer, Sale and Distribution of Common Shares,” and (iv) the information in the Preliminary Prospectuses and the Prospectuses in the fourth paragraph under the heading “Underwriting—Listing” (collectively, the “Sales Agent Underwriter Information”). c..

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time time, on the date hereof, at the Closing Time or at any Applicable Time or any Settlement DateDate 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 each the Applicable TimeTime and any Date of Delivery, neither none of (A) the Prospectus General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Prospectus, 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 (including any prospectus wrapper)thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Closing Time or at any Settlement DateDate 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 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 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 set forth in the immediately preceding paragraph 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, as amended Prospectus (or supplemented, any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Agent or the Forward Purchaser Representative expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on concession figure appearing in the cover of first paragraph under the Prospectus heading “Underwriting–Commissions and Discounts” and the statements related to stabilization information contained in the first sentence in the second paragraph and the third sentence in the third paragraph under the caption heading “Plan of DistributionUnderwriting–Price Stabilization, Short Positions,” in each case contained in the Prospectus (collectively, the “Sales Agent Underwriter Information”). c..

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time time, at the Closing Time or at any Applicable Time or any Settlement DateDate 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 each the Applicable Time, neither (A) the Prospectus General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral 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 (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Closing Time or at any Settlement DateDate 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 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 or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, do 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 set forth in the immediately preceding paragraph this subsection shall not apply to statements in or omissions from the Registration Statement or any amendment thereto or the Prospectus, as amended General Disclosure Package or supplemented, the Prospectus or any amendment or supplement thereto made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Agent or the Forward Purchaser Representatives expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished shall be the information in any the first paragraph under the heading “Underwriting—Commissions and Discounts,” the information in the second, third and fourth paragraphs under the heading “Underwriting—Price Stabilization and Short Positions” and the information under the heading “Underwriting—Electronic Distribution”, in each case, contained in the Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on preliminary prospectus contained in the cover of Registration Statement, the Prospectus General Disclosure Package and the statements related to stabilization under the caption “Plan of Distribution” in the Prospectus (collectively, the “Sales Agent Underwriter Information”). c..

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time or at any Applicable Time or any 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 each Applicable Time, neither (A) the Prospectus General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral 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 (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the 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 into the Registration Statement 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 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 set forth contained in the immediately preceding paragraph this Section 1(ii) shall not apply to statements in or omissions from the Registration Statement Statement, the General Disclosure Package or the Prospectus, as amended or supplemented, Prospectus made in reliance upon and in conformity with written information furnished to the Company in writing by the Agent or the Forward Purchaser Agents expressly for use therein. For purposes of this Section 6(b), The parties hereto agree that the only information so furnished to the Company by the Agents is the information in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on the cover of the Prospectus and in the statements related to stabilization last sentence in paragraph three under the caption “Plan of DistributionDistribution (Conflicts of Interest)” relating to the Agents’ potential investment in the Prospectus (the “Sales Agent Information”). c.various securities.

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time time, on the date hereof or at any Applicable Time or any Settlement Datethe 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 therein, in light of the circumstances under which they were made, not misleading. At each As of the Applicable Time, neither none of (A) the Prospectus General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral Disclosure Package, 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 (including any prospectus wrapper)thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Time or at any Settlement DateClosing 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, 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 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 set forth in the immediately preceding paragraph 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, as amended Prospectus (or supplemented, any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company in writing by the Agent or the Forward Purchaser Underwriter expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on information in the cover first paragraph under the heading “Underwriting–Commissions and Discounts,” the information in the second sentence of the Prospectus first paragraph, the second paragraph, the third paragraph and the statements related to stabilization fourth paragraph under the caption heading “Plan of Underwriting–Price Stabilization, Short Positions and Penalty Bids” and the information under the heading “Underwriting–Electronic Distribution” in each case contained in the Prospectus (collectively, the “Sales Agent Underwriter Information”). c..

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its the respective times the Registration Statement and any post-effective time amendments thereto became effective, at the Closing Time or at any Applicable Time or any Settlement DateDate 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 each Applicable Time, neither (A) 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 date, at the time of any filing with the ProspectusCommission pursuant to Rule 424(b), 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 As of the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue dateApplicable Time, at the time Closing Time and at each Date of Delivery, neither (x) the General Disclosure Package nor (y) any filing individual Issuer Limited Use Free Writing Prospectus, when considered together with the Commission pursuant to Rule 424(b), at the Applicable Time or at any Settlement DateGeneral 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 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 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 set forth in the immediately preceding paragraph 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, as amended Prospectus (or supplemented, any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Agent or the Forward Purchaser Representatives expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on information in the cover of first paragraph under the Prospectus heading “Underwriting–Commissions and Discounts,” and the statements related to stabilization information in the second, third and fourth paragraphs under the caption heading “Plan of DistributionUnderwriting–Price Stabilization, Short Positions and Penalty Bids” in the Prospectus (collectively, the “Sales Agent Underwriter Information”). c..

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time time, at the Closing Time or at any Applicable Time or any Settlement DateDate 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 each As of the Applicable Time, neither of (A) the Prospectus nor General Disclosure Package and (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral 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 (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Closing Time or at any Settlement DateDate 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 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 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 set forth in the immediately preceding paragraph 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, as amended Prospectus (or supplemented, any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Agent or the Forward Purchaser Representatives expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on concession information appearing in the cover second paragraph of the Prospectus and the statements related to stabilization text under the caption “Plan of Underwriting,” the information in the second, third and fourth paragraphs under the heading “Underwriting—Price Stabilization, Short Positions and Penalty Bids” and the information under the heading “Underwriting—Electronic Distribution” in each case contained in the Prospectus (collectively, the “Sales Agent Underwriter Information”). c..

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time or at any Applicable Time or any 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 therein, or necessary to make the statements therein therein, not misleading. At each Applicable Time, neither (A) the Prospectus General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral 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 (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the 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 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, therein not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement 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 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 omitted, omit 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. The representations and warranties set forth in the immediately preceding paragraph shall not apply to statements in or omissions from the Registration Statement or the Prospectus, as amended or supplemented, made in reliance upon and in conformity with information furnished to the Company in writing by the Agent or the Forward Purchaser expressly for use therein. For purposes of this Section 6(b), the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on the cover of the Prospectus and the statements related to stabilization under the caption “Plan of Distribution” in the Prospectus (the “Sales Agent Information”). c..

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time time, on the date hereof or at any Applicable Time or any Settlement Datethe 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 therein, in light of the circumstances under which they were made, not misleading. At each As of the Applicable Time, neither none of (A) the Prospectus General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral Disclosure Package, 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 (including any prospectus wrapper)thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Time or at any Settlement DateClosing 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, 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 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 set forth in the immediately preceding paragraph 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, as amended Prospectus (or supplemented, any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company in writing by the Agent or the Forward Purchaser Underwriter expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on information in the cover first paragraph under the heading “Underwriting—Commissions and Discounts,” the information in the second sentence of the Prospectus first paragraph, the second paragraph, the third paragraph and the statements related to stabilization fourth paragraph under the caption heading “Plan of Underwriting—Price Stabilization, Short Positions and Penalty Bids” and the information under the heading “Underwriting—Electronic Distribution” in each case contained in the Prospectus (collectively, the “Sales Agent Underwriter Information”). c..

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its the respective times the Registration Statement and any post-effective time amendments thereto became effective, at the Closing Time or at any Applicable Time or any Settlement DateDate 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 each Applicable Time, neither (A) 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 date, at the time of any filing with the ProspectusCommission pursuant to Rule 424(b), at the Closing Time 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 As of the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue dateApplicable Time, at the time Closing Time and at each Date of Delivery, neither (x) the General Disclosure Package nor (y) any filing individual Issuer Free Writing Prospectus, when considered together with the Commission pursuant to Rule 424(b), at the Applicable Time or at any Settlement DateGeneral 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 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 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 set forth in the immediately preceding paragraph 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, as amended Prospectus (or supplemented, any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Agent or the Forward Purchaser Representatives expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on information in the cover second, third and fourth sentences of the Prospectus first paragraph under the heading “Underwriting—Commissions and Discounts” and the statements related to stabilization information in the first and second paragraphs under the caption heading “Plan of DistributionUnderwriting—Short Positions” in the Prospectus (collectively, the “Sales Agent Underwriter Information”). c..

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time or at any Applicable Time or any Settlement Datethe 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 each As of the Applicable Time, neither none of (A) the Prospectus nor General Disclosure Package or (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral 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 (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), ) or at the Applicable Time or at any Settlement DateClosing 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, 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 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 set forth in the immediately preceding paragraph this 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 ProspectusProspectus (or any amendment or supplement thereto, as amended or supplemented, including any prospectus wrapper) made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Agent or the Forward Purchaser Representative expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on information in the cover of first sentence under the Prospectus heading “Underwriting—Commissions and Discounts,” the information in the second and third paragraphs under the heading “Underwriting—Price Stabilization, Short Positions and Penalty Bids” and the statements related to stabilization information under the caption heading “Plan of Underwriting—Electronic Distribution,” in each case contained in the Prospectus (collectively, the “Sales Agent Underwriter Information”). c..

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time time, at the date hereof, the Applicable Time or at any Applicable Time or any Settlement DateDate of Delivery, contained, contains or will contain (or incorporated, incorporates or will incorporate by reference) 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 each As of the date hereof, the Applicable Time, neither (A) or at any Date of Delivery, the Prospectus nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Prospectus, included, includes did not or will not include (or incorporate by reference) 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 (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b)497, at the date hereof, the Applicable Time or at any Settlement DateDate of Delivery, included, includes or will include (or incorporated, incorporates or will incorporate) 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 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 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 set forth in the immediately preceding paragraph this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto) or the Prospectus, as amended Prospectus (or supplemented, any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company in writing by the Sales Agent or the Forward Purchaser expressly for use therein. For purposes of this Section 6(b), the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on the cover of the Prospectus and the statements related to stabilization under the caption “Plan of Distribution” in the Prospectus (the “Sales Agent Information”). c..

Accurate Disclosure. Neither the The Registration Statement nor any amendment theretoStatement, at its effective time or at any Applicable Time or any Settlement Datetime, contained, contains or will did 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 each As of the Applicable Time, neither (A) the Prospectus General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Prospectus, 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 (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Time or at any Settlement DateGeneral 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. The documents incorporated Prospectus, as amended or deemed to be incorporated by reference in the Registration Statement and the Prospectussupplemented, as of its issue date, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed of any filing with the CommissionCommission pursuant to Rule 424(b), as at the case may be, when read together with the other information in the Registration Statement Closing Date or the Prospectus, as the case may beat any Date of Delivery, did not, do does not and or will not include 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. The representations and warranties set forth in the immediately preceding paragraph 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, as amended Prospectus (or supplemented, any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Agent or the Forward Purchaser Representatives expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on information set forth as the cover of table in the Prospectus [first] paragraph and as the statements related to stabilization [eleventh], [thirteenth], [fourteenth], [fifteenth] and [sixteenth] paragraphs under the caption “Plan of DistributionUnderwriting” in the Prospectus (collectively, the “Sales Agent Underwriter Information”). c..

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time time, at the Closing Time or at any Applicable Time or any Settlement DateDate 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 each As of the Applicable Time, neither none of (A) the Prospectus nor General Disclosure Package, (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral Disclosure Package, nor (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 (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Closing Time or at any Settlement DateDate 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 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 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. misleading The representations and warranties set forth in the immediately preceding paragraph this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the ProspectusProspectus (or any amendment or supplement thereto, as amended or supplemented, including any prospectus wrapper) made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Agent or the Forward Purchaser Representatives expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on Underwriter Information contained in the cover Prospectus, it being understood and agreed that the “Underwriter Information” consists of the following information in the Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the statements related to stabilization paragraph under the caption “Plan of DistributionUnderwriting—Commissions and Discounts” and the information contained in the Prospectus (second paragraph under the heading “Sales Agent InformationUnderwriting—Commissions and Discounts”). c., second, third and fourth paragraphs under the heading “Underwriting—Price Stabilization, Short Positions and Bids” and the information under the heading “Underwriting—Electronic Distributions.”

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time time, at the Closing Time or at any Applicable Time or any Settlement DateDate 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 each As of the Applicable Time, neither (A) the Prospectus General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral 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 (including any prospectus wrapper)thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Closing Time or at any Settlement DateDate 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 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 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 set forth in the immediately preceding paragraph 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, as amended Prospectus (or supplemented, any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company in writing by the Agent or the Forward Purchaser any Underwriter through Xxxxx Fargo Securities expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on information in the cover of first paragraph under the Prospectus heading “Underwriting–Commissions and Discounts,” the information in the second and third paragraphs under the heading “Underwriting–Price Stabilization, Short Positions” and the statements related to stabilization information under the caption heading “Plan of Underwriting– Electronic Distribution” in each case contained in the Prospectus (collectively, the “Sales Agent Underwriter Information”). c..

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time or time, at any Applicable Time or any Settlement Datethe 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 each As of the Applicable Time, neither none of (A) the Prospectus General Disclosure Package, nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral 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 (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Time or at any Settlement DateClosing 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, 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 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 set forth in the immediately preceding paragraph this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the ProspectusProspectus (or any amendment or supplement thereto, as amended or supplemented, including any prospectus wrapper) made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Agent or the Forward Purchaser Representative expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on information in the cover of the Prospectus fifth and the statements related to stabilization twelfth paragraphs under the caption section entitled “Plan of DistributionUnderwriting” contained in the Prospectus (collectively, the “Sales Agent Underwriter Information”). c..

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time time, at the Closing Time or at any Applicable Time or any Settlement DateDate 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 each As of the Applicable Time, neither (A) the Prospectus General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral 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 (including any prospectus wrapper)thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Closing Time or at any Settlement DateDate 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 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 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 set forth in the immediately preceding paragraph 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, as amended Prospectus (or supplemented, any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Agent or the Forward Purchaser Representatives expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished shall be the information in any the first paragraph under the heading “Underwriting— Commissions and Discounts,” the information in the second and third paragraphs under the heading “Underwriting—Price Stabilization, Short Positions” and the information under the heading “Underwriting—Electronic Distribution,” in each case contained in the Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on the cover of the Prospectus General Disclosure Package and the statements related to stabilization under the caption “Plan of Distribution” in the Prospectus (collectively, the “Sales Agent Underwriter Information”). c..

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time time, at the Closing Time or at any Applicable Time or any Settlement DateDate 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 each the Applicable Time, neither (A) the Prospectus Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusDisclosure 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 (including any prospectus wrapper)thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Closing Time or at any Settlement DateDate 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 Statement, the Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such incorporated 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 Statement, the Disclosure Package or the Prospectus, as the case may be, did not, do 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 statements set forth in the immediately preceding paragraph Disclosure Package and Prospectus under the captions, “Description of the Preferred Stock” and “Description of the Depositary Shares,” are accurate and fair summaries of the matters referred to therein in all material respects. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or any amendment thereto or the Prospectus, as amended Disclosure Package or supplemented, the Prospectus or any amendment or supplement thereto (i) made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Agent or the Forward Purchaser Representatives expressly for use therein. For purposes of this Section 6(b), it being understood and agreed that the only such information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on information concerning selling concessions and discounts contained in the cover of the Prospectus and the statements related to stabilization fourth paragraph under the caption “Plan of DistributionUnderwriting,” the information concerning stabilizing activities contained in the Prospectus ninth and tenth paragraphs under the caption “Underwriting” and the third and fourth sentences contained in the sixteenth paragraph under the caption “Underwriting,” (collectively, the “Sales Agent Underwriter Information”). c., in each case, contained in the Registration Statement, the Disclosure Package and the Prospectus.

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time or at any Applicable Time or any 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 each Applicable Time, neither (A) the Prospectus General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral 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 (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the 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 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 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 set forth preceding sentences in the immediately preceding paragraph shall this Section 1(a)(ii) do not apply to statements in or omissions from the Registration Statement or any amendment thereto, the General Disclosure Package or any individual Issuer Limited Use Free Writing Prospectus, as amended or supplemented, made in reliance the Prospectus or any amendment or supplement thereto (including any prospectus wrapper) based upon and in conformity with written information furnished to the Company in writing by the Agent Agents specifically for inclusion in the Registration Statement or any amendment thereto, the General Disclosure Package or any individual Issuer Limited Use Free Writing Prospectus, or the Forward Purchaser expressly for use thereinProspectus or any amendment or supplement thereto (including any prospectus wrapper). For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on names of the Agents appearing in the first paragraph of the cover page of the Prospectus Supplement and the statements related to stabilization under the caption “Plan of Distribution” in the Prospectus General Disclosure Package (collectively, the “Sales Agent Information”). c..

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time time, at the Closing Time or at any Applicable Time or any Settlement DateDate 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 each As of the Applicable Time, neither (A) the Prospectus General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral 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 (including any prospectus wrapper)thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Closing Time or at any Settlement DateDate 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 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 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 set forth in the immediately preceding paragraph 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, as amended Prospectus (or supplemented, any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Agent or the Forward Purchaser Representatives expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on information in the cover first paragraph under the heading “Underwriting (Conflicts of Interest)–Commissions and Discounts,” the Prospectus information in the first, second, third and fourth paragraphs under the heading “Underwriting (Conflicts of Interest)–Price Stabilization, Short Positions,” and the statements related to stabilization information under the caption heading “Plan Underwriting (Conflicts of Interest)–Electronic Distribution” ”, in each case contained in the Prospectus (collectively, the “Sales Agent Underwriter Information”). c..

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time time, at the Closing Time or at any Applicable Time or any Settlement DateDate 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 each the Applicable Time, neither (A) the Prospectus General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral 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 (including any prospectus wrapper)thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Closing Time or at any Settlement DateDate 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 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 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 set forth in the immediately preceding paragraph 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, as amended Prospectus (or supplemented, any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Agent or the Forward Purchaser Representatives expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on information in the cover of the Prospectus third, twelfth and the statements related to stabilization thirteenth paragraphs under the caption heading “Plan of DistributionUnderwriting” in the Prospectus (collectively, the “Sales Agent Underwriter Information”). c..

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time or at any Applicable Time or any 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 each Applicable Time, neither (A) the Prospectus General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral 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 (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the 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 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 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 set forth contained in the immediately preceding paragraph this Section 1(ii) shall not apply to statements in or omissions from the Registration Statement Statement, the General Disclosure Package or the Prospectus, as amended or supplemented, Prospectus made in reliance upon and or in conformity with written information furnished to the Company in writing by the any Agent or the Forward Purchaser expressly for use therein. For purposes of this Section 6(b), the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on the cover of the Prospectus and the statements related to stabilization under the caption “Plan of Distribution” in the Prospectus (the “Sales Agent Information”). c..

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time or at any Applicable Time Settlement Date or any Settlement Trade 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 each Applicable Time, neither (A) the Prospectus General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral 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 (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the 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 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 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 set forth in the immediately preceding paragraph shall not apply to statements in or omissions from the Registration Statement or the Prospectus, as amended or supplemented, made in reliance upon and in conformity with information furnished to the Company in writing by the Agent or the Forward Purchaser expressly for use therein. For purposes of this Section 6(b), the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on the cover of the Prospectus and the statements related to stabilization under the caption “Plan of Distribution” in the Prospectus (the “Sales Agent Information”). c..

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time time, on the date hereof, at the Closing Time or at any Applicable Time or any Settlement DateDate 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 each the Applicable Time, the Closing Time and any Date of Delivery, neither (A) the Prospectus General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral 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 (including any prospectus wrapper)thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Closing Time or at any Settlement DateDate 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 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 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 set forth in the immediately preceding paragraph 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, as amended Prospectus (or supplemented, any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Agent or the Forward Purchaser Representatives expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on information in the cover of first paragraph under the Prospectus heading “Underwriting—Commissions and Discounts,” the information in the second, third and fourth paragraphs under the heading “Underwriting—Price Stabilization, Short Positions” and the statements related to stabilization information under the caption heading “Plan of Underwriting—Electronic Distribution” , in each case contained in the Prospectus (collectively, the “Sales Agent Underwriter Information”). c..

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time or at any Applicable Time or any Settlement Datethe 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 each As of the Applicable Time, neither (A) the Prospectus nor General Disclosure Package nor, (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral 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 (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Time or at any Settlement DateClosing 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, 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 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 set forth in the immediately preceding paragraph 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, as amended Prospectus (or supplemented, any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company in writing by the Agent any Underwriter or the Forward Purchaser Seller expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on information contained in the cover of the Prospectus twentieth paragraph (regarding short sales and the statements related to stabilization stabilizing transactions), under the caption heading “Plan of DistributionUnderwriting” contained in the Prospectus (collectively, the “Sales Agent Underwriter Information”). c..

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its the respective times the Registration Statement and any post-effective time amendments thereto became effective, at the Closing Time or at any Applicable Time or any Settlement DateDate 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 each Applicable Time, neither (A) 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 date, at the time of any filing with the ProspectusCommission pursuant to Rule 424(b), at the Closing Time 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 As of the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, Applicable Time. at the time Closing Time and at each Date of Delivery, neither (x) the General Disclosure Package nor (y) any filing individual Issuer Free Writing Prospectus, when considered together with the Commission pursuant to Rule 424(b), at the Applicable Time or at any Settlement DateGeneral 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 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 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 set forth in the immediately preceding paragraph 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, as amended Prospectus (or supplemented, any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Agent or the Forward Purchaser Representatives expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on information in the cover of first paragraph under the Prospectus heading “Underwriting—Commissions and Discounts” and the statements related to stabilization information in the second, third and fourth paragraphs under the caption heading “Plan of DistributionUnderwriting—Price Stabilization, Short Positions and Penalty Bids” in the Prospectus (collectively, the “Sales Agent Underwriter Information”). c..

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time time, on the date hereof, at the Closing Time or at any Applicable Time or any Settlement DateDate 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 each the Applicable Time, at the Closing Time and any Date of Delivery, neither of (A) the Prospectus General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral 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 (including any prospectus wrapper)thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Closing Time or at any Settlement DateDate 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 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 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 set forth in the immediately preceding paragraph 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, as amended Prospectus (or supplemented, any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Agent or the Forward Purchaser Representatives expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on information in the cover (i) third paragraph of the Prospectus and the statements related to stabilization text under the caption “Plan of DistributionUnderwriters” in the Prospectus concerning the terms of the offering by the Underwriters; (ii) the eleventh, twelfth and thirteenth paragraph of text under the caption “Underwriters” in the Prospectus concerning stabilization and overallotments by the Underwriters; and (iii) the fifteenth paragraph of text under the caption “Underwriters” in the Prospectus concerning the availability of the prospectus in electronic format, the allocation of shares of common stock to online brokerage account holders, and Internet distributions (collectively, the “Sales Agent Underwriter Information”). c..

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, thereto at its effective time time, at the Closing Time or at any Applicable Time or any Settlement DateDate 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 each As of the Applicable Time, neither none of (A) the Prospectus General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral 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 (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Closing Time or at any Settlement DateDate 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 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 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 set forth in the immediately preceding paragraph 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, as amended Prospectus (or supplemented, any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Agent or the Forward Purchaser Representatives expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on information in the cover of first paragraph under the Prospectus heading “Underwriting—Underwriting Discounts and Commissions,” the information under the heading “Underwriting—Price Stabilization and Short Positions,” and the statements related to stabilization information under the caption heading “Plan of Underwriting—Electronic Distribution,” in each case contained in the Prospectus (collectively, the “Sales Agent Underwriter Information”). c..

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time time, on the date hereof, at the Closing Time or at any Applicable Time or any Settlement DateDate 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 each the Applicable Time, the Closing Time and any Date of Delivery, neither (A) the Prospectus General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral 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 (including any prospectus wrapper)thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Closing Time or at any Settlement DateDate 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 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 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 set forth in the immediately preceding paragraph 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, as amended Prospectus (or supplemented, any amendment or supplement thereto) made in reliance upon and in conformity with (A) written information furnished to the Company in writing by the Agent or the Forward Purchaser any Underwriter through BofA expressly for use thereintherein or (B) the Selling Shareholder Information (as defined below). For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus pursuant to clause (A) of the preceding sentence shall be the Agent’s name on information in the cover of first paragraph under the Prospectus heading “Underwriting—Commissions and Discounts,” the information in the second, third and fourth paragraphs under the heading “Underwriting—Price Stabilization, Short Positions” and the statements related to stabilization information under the caption heading “Plan of Underwriting—Electronic Distribution” in each case contained in the Prospectus (collectively, the “Sales Agent Underwriter Information”). c..

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time time, at the Closing Time or at any Applicable Time or any Settlement DateDate 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 each As of the Applicable Time, neither (A) the Prospectus General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral 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 (including any prospectus wrapper)thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Closing Time or at any Settlement DateDate 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 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 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 set forth in the immediately preceding paragraph 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, as amended Prospectus (or supplemented, any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Agent or the Forward Purchaser Representatives expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on information in the cover of first paragraph under the Prospectus heading “Underwriting–Commissions and Discounts,” the information in the second, third and fourth paragraphs under the heading “Underwriting–Price Stabilization, Short Positions” and the statements related to stabilization information under the caption heading “Plan of Underwriting–Electronic Distribution” in each case contained in each preliminary prospectus and the Prospectus (collectively, the “Sales Agent Underwriter Information”). c..

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time or at any Applicable Time or any 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 in order to make the statements therein not misleading. At each Applicable Time, neither (A) the Prospectus General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral 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 (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Time ) or at any each 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 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 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 in order to make the statements therein not misleading. The representations and warranties set forth in the immediately preceding paragraph shall this Section 1(ii) do not apply to statements in or omissions from the Registration Statement or the Prospectus, as amended or supplemented, any such document made in reliance upon and in conformity with written information furnished to the Company in writing by the any Agent or the Forward Purchaser expressly for use thereinin any such document. For purposes There is no franchise, contract or other document of this Section 6(b)a character required to be described or incorporated by reference in the General Disclosure Package, the only information so furnished in any Registration StatementStatement or the Prospectus, Prospectus or Issuer Free Writing Prospectus shall to be the Agent’s name on the cover of the Prospectus filed as an exhibit thereto, which is not described or filed as required; and the statements related to stabilization included or incorporated by reference (A) in the General Disclosure Package and the Prospectus under the caption heading “Plan of Distribution,” and (B) in the Base Prospectus (under the headings “Sales Agent Information”). c.Description of Common Stock,” “Description of Preferred Stock,” “Description of Depositary Shares,” “Description of Warrants,” “Description of Debt Securities and Related Guarantees,” “Restrictions on Ownership and Transfer,” “Description of the Partnership Agreement of Digital Realty Trust, L.P.,” “Material Provisions of Maryland Law and of the Charter and Bylaws of Digital Realty Trust, Inc.,” “United States Federal Income Tax Considerations,” and “Plan of Distribution,” insofar as such statements summarize legal matters, agreements, documents or proceedings discussed therein, are accurate and fair summaries of such legal matters, agreements, documents or proceedings.

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time or time, at any Applicable Time or any Settlement Datethe 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 each As of the Applicable Time, neither none of (A) the Prospectus General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral 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 (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Time or at any Settlement DateClosing 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, 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 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 set forth in the immediately preceding paragraph this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the ProspectusProspectus (or any amendment or supplement thereto, as amended or supplemented, including any prospectus wrapper) made in reliance upon and in conformity with written information furnished to the Company in writing by the Agent or the Forward Purchaser Underwriter expressly for use thereintherein (the “Underwriter Information”). For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus as “Underwriter Information” shall be the Agent’s name on following: the cover of the Prospectus and third paragraph (beginning “The underwriter has advised us…”), the statements related to stabilization concerning stabilizing transactions and syndicate covering transactions under the caption “Plan Underwriter Price Stabilization, Short Positions and Penalty Bids” and the fifteenth paragraph (beginning “In connection with the offering…”) of Distributionthe “Underwriter” in section of the Prospectus (collectively, the “Sales Agent Underwriter Information”). c..

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time or time, at any Applicable the Closing Time or any Settlement DateDate 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 each As of the Applicable Time, neither (A) the Prospectus General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral 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 (including any prospectus wrapper)thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Closing Time or at any Settlement DateDate 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 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 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 set forth in the immediately preceding paragraph 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, as amended Prospectus (or supplemented, any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Agent or the Forward Purchaser Representative expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on information in the cover of the Prospectus third, eighth, twelfth, thirteenth and the statements related to stabilization fourteenth paragraphs under the caption heading “Plan Underwriting (Conflicts of DistributionInterest)” in each case contained in each preliminary prospectus and the Prospectus (collectively, the “Sales Agent Underwriter Information”). c..

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at as of its applicable effective time or at any Applicable Time or any Settlement Datetime, 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 each Applicable TimeNeither the ADS Registration Statement nor any amendment thereto, neither (A) the Prospectus nor (B) any individual Issuer Limited Use Free Writing Prospectusat its applicable effective time, when considered together with the Prospectuscontained, included, includes contains or will include 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, in the light of the circumstances under which they were made, therein not misleading. Neither The Offering Materials (as amended or supplemented), when taken together with the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper)Prospectus, as of its issue datetheir dates, at as of the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Time or at any Settlement Representation Date, included, includes as of the Expiration Date or as of the Closing Date do not and will include an not contain any 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 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 or the Prospectus, as of its date, as of the case may beRepresentation Date, as of the Expiration Date or as of the Closing Date, did not, do 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 set forth in the immediately preceding paragraph this subsection shall not apply to statements in or omissions from the Registration Statement or the Prospectus, as amended or supplemented, made in reliance upon and in conformity with information relating to any Dealer Manager or any Subscription Agent furnished to the Company in writing by the such Dealer Manager or such Subscription Agent or the Forward Purchaser expressly for use therein. For purposes of this Section 6(b), in the only information so furnished in any Registration Statement, Prospectus the Offering Materials or Issuer Free Writing Prospectus shall be the Agent’s name on the cover of the Prospectus and any amendment or supplement thereto, it being understood and agreed that the statements related to stabilization under only such information furnished by any Dealer Manager and any Subscription Agent consists of the caption “Plan of Distribution” information described as such in the Prospectus (the “Sales Agent Information”). c.Section 10(a) hereof.

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time time, at the date hereof, the Applicable Time or at any Applicable Time or any Settlement DateDate of Delivery, contained, contains or will contain (or incorporated, incorporates or will incorporate by reference) 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 each As of the date hereof, the Applicable Time, neither (A) or at any Date of Delivery, the Prospectus nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Prospectus, included, includes did not or will not include (or incorporate by reference) 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 (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b)424, at the date hereof, the Applicable Time or at any Settlement DateDate of Delivery, included, includes or will include (or incorporated, incorporates or will incorporate) 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 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 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 set forth in the immediately preceding paragraph this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto) or the Prospectus, as amended Prospectus (or supplemented, any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company in writing by the Sales Agent or the Forward Purchaser expressly for use therein. For purposes of this Section 6(b), the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on the cover of the Prospectus and the statements related to stabilization under the caption “Plan of Distribution” in the Prospectus (the “Sales Agent Information”). c..

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time time, at the Closing Time or at any Applicable Time or any Settlement DateDate 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 each As of the Applicable Time, neither (A) the Prospectus General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral 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 (including any prospectus wrapper)thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Closing Time or at any Settlement DateDate 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 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 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 set forth in the immediately preceding paragraph 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, as amended Prospectus (or supplemented, any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Agent or the Forward Purchaser Representatives expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on information in the cover third paragraph under the heading “Underwriting (Conflicts of the Prospectus Interest)” and the statements related to stabilization information in the first, second and third paragraphs under the caption heading “Plan Underwriting (Conflicts of DistributionInterest)-Price Stabilization, Short Positions and Penalty Bids” in each case contained in the Prospectus (collectively, the “Sales Agent Underwriter Information”). c..

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its the respective times the Registration Statement and any post-effective time amendments thereto became effective, at the Closing Time or at any Applicable Time or any Settlement DateDate 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 each Applicable Time, neither (A) 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 date, at the time of any filing with the ProspectusCommission pursuant to Rule 424(b), at the Closing Time 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 As of the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue dateApplicable Time, at the time Closing Time and at each Date of Delivery, neither (x) the General Disclosure Package nor (y) any filing individual Issuer Free Writing Prospectus, when considered together with the Commission pursuant to Rule 424(b), at the Applicable Time or at any Settlement DateGeneral 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 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 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 set forth in the immediately preceding paragraph 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, as amended Prospectus (or supplemented, any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Agent or the Forward Purchaser Representatives expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on information in the cover of first paragraph under the Prospectus heading “Underwriting–Commissions and Discounts,” and the statements related to stabilization information in the second and third paragraphs under the caption heading “Plan of DistributionUnderwriting–Price Stabilization, Short Positions” in the Prospectus (collectively, the “Sales Agent Underwriter Information”). c..

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time or the times they became effective, at any Applicable Time or any Settlement Datethe 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 each As of the Applicable Time, neither (A) the Prospectus General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral 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 (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Time or at any Settlement DateClosing 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, 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 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 set forth in the immediately preceding paragraph this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package, any individual Issuer Limited Use Free Writing Prospectus or the Prospectus, as amended Prospectus (or supplementedany amendment or supplement thereto (including any prospectus wrapper)), made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Agent or the Forward Purchaser Representatives expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on information in the cover first paragraph under the heading “Underwriting—Commissions and Discounts,” the information in the second and third paragraphs and in the last sentence of the Prospectus fourth paragraph under the heading “Underwriting—Price Stabilization, Short Positions and Penalty Bids” and the statements related to stabilization information under the caption heading “Plan of Underwriting—Electronic Distribution” in the Prospectus (collectively, the “Sales Agent Underwriter Information”). c..

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time time, at the Closing Time or at any Applicable Time or any Settlement DateDate 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 each As of the Applicable Time, neither (A) the Prospectus General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral 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 (including any prospectus wrapper)thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Time Closing Date or at any Settlement DateDate 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 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 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 set forth in the immediately preceding paragraph 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, as amended Prospectus (or supplemented, any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company in writing by the Agent or the Forward Purchaser any Underwriter through Xxxxxxx Xxxxx expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on information in the cover of first paragraph under the Prospectus heading “Underwriting–Commissions and Discounts,” the information in the second and third paragraphs under the heading “Underwriting–Price Stabilization, Short Positions” and the statements related to stabilization information under the caption heading “Plan of Underwriting–Electronic Distribution” in each case contained in the Prospectus (collectively, the “Sales Agent Underwriter Information”). c..

Accurate Disclosure. Neither the The Registration Statement nor any amendment theretoStatement, at its effective time or at any Applicable Time or any Settlement Datetime, contained, contains or will did 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 each As of the Applicable Time, neither (A) the Prospectus General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Prospectus, 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 (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Time or at any Settlement DateGeneral 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. The documents incorporated Prospectus, as amended or deemed to be incorporated by reference in the Registration Statement and the Prospectussupplemented, as of its issue date, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed of any filing with the CommissionCommission pursuant to Rule 424(b), as at the case may be, when read together with the other information in the Registration Statement Closing Date or the Prospectus, as the case may beat any Date of Delivery, did not, do does not and or will not include 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. The representations and warranties set forth in the immediately preceding paragraph 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, as amended Prospectus (or supplemented, any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Agent or the Forward Purchaser Representatives expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on information set forth as the cover of table in the Prospectus first paragraph and as the statements related to stabilization eleventh, twelfth and thirteenth paragraphs under the caption “Plan of DistributionUnderwriting” in the Prospectus (collectively, the “Sales Agent Underwriter Information”). c..

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time or time, on the date hereof, at any Applicable Time or any Settlement Datethe 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 each the Applicable Time, neither none of (A) the Prospectus nor General Disclosure Package, (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral Disclosure Package 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 thereto (including any prospectus wrapper)thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Time or at any Settlement DateClosing 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, 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 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 set forth in the immediately preceding paragraph 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, as amended Prospectus (or supplemented, any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Agent or the Forward Purchaser Representatives expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on the cover of the Prospectus second and the statements related to stabilization third paragraphs under the caption heading “Plan of DistributionUnderwriting – Price Stabilization, Short Positions and Penalty Bids” contained in the Prospectus (collectively, the “Sales Agent Underwriter Information”). c..

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time time, at the Closing Time or at any Applicable Time or any Settlement DateDate 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 each As of the Applicable Time, neither (A) the Prospectus General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral 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 (including any prospectus wrapper)thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Closing Time or at any Settlement DateDate 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 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 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 set forth in the immediately preceding paragraph 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, as amended Prospectus (or supplemented, any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company in writing by the Agent or the Forward Purchaser any Underwriter through Xxxxx Fargo and Xxxxxxx Xxxxx expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on information in the cover of first paragraph under the Prospectus heading “Underwriting–Commissions and Discounts,” the information in the second and third paragraphs under the heading “Underwriting–Price Stabilization, Short Positions” and the statements related to stabilization information under the caption heading “Plan of Underwriting–Electronic Distribution” in each case contained in the Prospectus (collectively, the “Sales Agent Underwriter Information”). c..

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time or at any Applicable Time or any 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 each Applicable Time, neither (A) the Prospectus General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral 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 (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the 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 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 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 set forth contained in the immediately preceding paragraph this Section 1(ii) shall not apply to statements in or omissions from the Registration Statement Statement, the General Disclosure Package or the Prospectus, as amended or supplemented, Prospectus made in reliance upon and or in conformity with written information furnished to the Company in writing by the any Agent or the Forward Purchaser expressly for use therein. For purposes , it being understood and agreed that as of this the date hereof the only such information furnished by any Agent consists of the information described in Section 6(b), the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on the cover of the Prospectus and the statements related to stabilization under the caption “Plan of Distribution” in the Prospectus (the “Sales Agent Information”). c..

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time time, at the Closing Time or at any Applicable Time or any Settlement DateDate 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 each As of the Applicable Time, neither (A) the Prospectus General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral 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 (including any prospectus wrapper)thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Closing Time or at any Settlement DateDate 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 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 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 set forth in the immediately preceding paragraph 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, as amended Prospectus (or supplemented, any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Agent or the Forward Purchaser Representatives expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on information in the cover of first paragraph under the Prospectus heading “Underwriting–Commissions and Discounts,” the information in the second and third paragraphs under the heading “Underwriting–Price Stabilization, Short Positions” and the statements related to stabilization information under the caption heading “Plan of Underwriting–Electronic Distribution” in each case contained in the Prospectus (collectively, the “Sales Agent Underwriter Information”). c..

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time time, on the date hereof, at the Closing Date or at any Applicable Time or any Settlement Option Closing 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 each As of the Applicable Time, at the Closing Date and at any Option Closing Date, neither (A) the Prospectus General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral Disclosure Package, 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 (including any prospectus wrapper)thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), or at the Applicable Time Closing Date or at any Settlement Option Closing 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 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 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 set forth in the immediately preceding paragraph this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package, and Written Testing-the-Waters Communication or the Prospectus, as amended Prospectus (or supplemented, any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Agent or the Forward Purchaser Representatives expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on information in the cover of the Prospectus and the statements related to stabilization first paragraph under the caption heading “Plan of Underwriting–Commissions and Discounts,” in the second, third and fourth paragraphs under the heading “Underwriting–Price Stabilization, Short Positions, Penalty Bids and Market Making” and under the heading “Underwriting–Electronic Distribution,” in each case contained in the Prospectus (collectively, the “Sales Agent Underwriter Information”). c..

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time time, at the First Closing Date or at any Applicable Time or any Settlement DateOption Closing Date (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 each As of the Applicable Time, neither (A) the Time of Sale Prospectus (including any preliminary prospectus wrapper) nor (B) any individual Issuer Limited Use Free Writing at the time of each sale of the Offered Shares and at the First Closing Date (as defined in Section 2), the Time of Sale Prospectus, when considered together with as then amended or supplemented by the ProspectusCompany, if applicable, 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 (including any prospectus Prospectus wrapper), as of its issue date, date and (as then amended or supplemented) at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Time or at any Settlement Dateall subsequent times, 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, the Time of Sale Prospectus 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 or Statement, the Time of Sale Prospectus and 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. misleading The representations and warranties set forth in the immediately preceding paragraph this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), or the ProspectusProspectus or the Time of Sale Prospectus (or any amendments or supplements thereto, as amended or supplemented, including any prospectus wrapper) made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Agent or the Forward Purchaser Representative expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on Underwriter Information contained in the cover Preliminary Prospectus and Prospectus, it being understood and agreed that the “Underwriter Information” consists of the following information in the Preliminary Prospectus and Prospectus furnished on behalf of each Underwriter: the statements related to stabilization information contained in the first paragraph under the caption heading “Plan of Underwriting—Commissions and Expenses”, second, third, fourth and fifth paragraphs under the heading “Underwriting—Market Making, Stabilization and Other Transactions” and the information under the heading “Underwriting—Electronic Distribution” in the Prospectus (the “Sales Agent Information.”). c.

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time time, at the Closing Time or at any Applicable Time or any Settlement DateDate 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 each As of the Applicable Time, neither (A) the Prospectus General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral 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 (including any prospectus wrapper)thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Closing Time or at any Settlement DateDate 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 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 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 set forth in the immediately preceding paragraph 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, as amended Prospectus (or supplemented, any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company in writing by the Agent or the Forward Purchaser any Underwriter through Mxxxxxx Lxxxx expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on information in the cover of first paragraph under the Prospectus heading “Underwriting–Commissions and Discounts,” the information in the second and third paragraphs under the heading “Underwriting–Price Stabilization, Short Positions” and the statements related to stabilization information under the caption heading “Plan of Underwriting–Electronic Distribution” in each case contained in the Prospectus (collectively, the “Sales Agent Underwriter Information”). c..

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time or at any Applicable Time or any 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 each Applicable Time, neither (A) the Prospectus nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Prospectus, 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 (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the 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 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 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 set forth in the immediately preceding paragraph shall not apply to statements in or omissions from the Registration Statement or the Prospectus, as amended or supplemented, made in reliance upon and in conformity with information furnished to the Company in writing by the Agent or the Forward Purchaser Agents expressly for use therein. For purposes of this Section 6(b), the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name names of the Agents on the cover of the Prospectus and the statements related to stabilization under the caption “Plan of Distribution” in the Prospectus (the “Sales Agent Information”). c..

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its the respective times the Registration Statement and any post-effective time amendments thereto became effective, at the Closing Time or at any Applicable Time or any Settlement DateDate 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 each Applicable Time, neither (A) 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 date, at the time of any filing with the ProspectusCommission pursuant to Rule 424(b), 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 As of the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue dateApplicable Time, at the time Closing Time and at each Date of Delivery, neither (x) the General Disclosure Package nor (y) any filing individual Issuer Limited Use Free Writing Prospectus, when considered together with the Commission pursuant to Rule 424(b), at the Applicable Time or at any Settlement DateGeneral 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 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 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 set forth in the immediately preceding paragraph 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, as amended Prospectus (or supplemented, any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Agent or the Forward Purchaser Representative expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on information in the cover of first paragraph under the Prospectus heading “Underwriting–Commissions and Discounts,” and the statements related to stabilization information in the second, third and fourth paragraphs under the caption heading “Plan of DistributionUnderwriting–Price Stabilization, Short Positions and Penalty Bids” in the Prospectus (collectively, the “Sales Agent Underwriter Information”). c..

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time time, at the Closing Time or at any Applicable Time or any Settlement DateDate 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 each As of the Applicable Time, neither (A) the Prospectus General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral 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 (including any prospectus wrapper)thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Closing Time or at any Settlement DateDate 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 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 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 set forth in the immediately preceding paragraph 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, as amended Prospectus (or supplemented, any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company in writing by the Agent or the Forward Purchaser Underwriter expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on information in the cover of third paragraph under the Prospectus heading “Underwriting” and the statements related to stabilization information in the first, second and third paragraphs under the caption heading “Plan of DistributionUnderwriting–Price Stabilization, Short Positions and Penalty Bids” in each case contained in the Prospectus (collectively, the “Sales Agent Underwriter Information”). c..

Accurate Disclosure. Neither At the Registration Statement nor any amendment thereto, at its effective time or at any Applicable Time or any Settlement Effective 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 each Applicable Time, neither (A) the Prospectus nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Prospectus, 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 (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b)date hereof, at the Applicable Time or at any Settlement Closing Date, includedand at each Option Closing Date, includes or will include an untrue statement of a material fact or omittedif any, 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 and any post-effective amendment thereto when filed complied or will comply in all material respects with the Prospectus, at requirements of the time Securities Act and the Rules and Regulations. 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 or the Prospectus, as the case may be, did not, do not and will does 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. The Time of Sale Disclosure Package (as defined in Section 2(a)(iii)(A)(1) below) as of 8:00 A.M. (Eastern time) (the “Applicable Time”), did not and does not contain an 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. The Final Prospectus, as amended or supplemented, as of its date, at the time of filing pursuant to Rule 424(b) under the Securities Act, at the Closing Date and at each Option Closing Date, if any, did not, does not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the three immediately preceding paragraph sentences shall not apply to statements in or omissions from the Registration Statement Statement, the Time of Sale Disclosure Package or the Prospectus, as amended or supplemented, made any Prospectus in reliance upon upon, and in conformity with with, written information furnished to the Company in writing by any Underwriter or by the Agent Representatives on behalf of any Underwriter specifically for use in the preparation thereof, which written information is described in Section 7(f). The Registration Statement contains all exhibits and schedules required to be filed by the Securities Act or the Forward Purchaser expressly for Rules and Regulations. No order preventing or suspending the effectiveness or use therein. For purposes of this Section 6(b), the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on the cover of the Registration Statement or any Prospectus is in effect and no proceedings for such purpose have been instituted or are pending, or, to the statements related to stabilization under knowledge of the caption “Plan of Distribution” in Company, are contemplated or threatened by the Prospectus (the “Sales Agent Information”). c.Commission.

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 time, at the Closing Date or at any Applicable Time or any Settlement DateDate 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 each the Applicable Time, neither (A) the Prospectus Pricing Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Prospectus, 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 (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Time or at any Settlement DatePricing 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. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, the Rule 462(b) Registration Statement, if any, the Pricing Disclosure Package and the Prospectus, at the time the Registration Statement or the Rule 462(b) Registration Statement became effective or when such incorporated 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 or Statement, the Rule 462(b) Registration Statement, if any, the Pricing Disclosure Package and the Prospectus, as the case may be, did not, do 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. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the Closing Date or 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. 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, if any, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement or the Rule 462(b) Registration Statement, if any, which are not described or filed as required. There are no business relationships or related person transactions involving the Company, any Subsidiary (as defined below) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, if any, the Pricing Disclosure Package and the Prospectus that have not been described as required. The representations and warranties set forth in the immediately preceding paragraph this subsection shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement or any amendment thereto or the Prospectus, as amended Pricing Disclosure Package or supplemented, the Prospectus or any amendment or supplement thereto made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Agent or the Forward Purchaser Representative expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished shall be the concession and reallowance figures appearing in any the Prospectus under the heading “Underwriting—Discounts and Commissions,” the first sentence under the heading “Underwriting—Stabilization” and the first sentence under the heading “Underwriting—Passive Market Making” in each case, contained in the Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be any Rule 462(b) Registration Statement, the Agent’s name on preliminary prospectus contained in the cover of the Prospectus Pricing Disclosure Package and the statements related to stabilization under the caption “Plan of Distribution” in the Prospectus (collectively, the “Sales Agent Underwriter Information”). c..

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time time, at the Closing Time or at any Applicable Time or any Settlement DateDate 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 each As of the Applicable Time, neither (A) the Prospectus General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral 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 thereto (including any prospectus wrapperwrapper approved by the Company), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Closing Time or at any Settlement DateDate 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 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 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 set forth in the immediately preceding paragraph 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, as amended Prospectus (or supplemented, any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company in writing by the Agent or the Forward Purchaser any Underwriter through Xxxxxxx Xxxxx expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on information in the cover of first paragraph under the Prospectus heading “Underwriting—Commissions and Discounts,” the information in the second and third paragraphs under the heading “Underwriting—Price Stabilization, Short Positions” and the statements related to stabilization information under the caption heading “Plan of Underwriting—Electronic Distribution” in each case contained in the Prospectus (collectively, the “Sales Agent Underwriter Information”). c..

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time time, at the Representation Date or at any Applicable Time or any Settlement the Expiration 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 each Applicable Time, neither The Offering Materials (A) the Prospectus nor (B) any individual Issuer Limited Use Free Writing Prospectusas amended or supplemented), when considered taken together with the Prospectus, includedas of their dates, includes or at the Representation Date and the Expiration Date do not and will include an not contain any 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 (including any prospectus wrapper)The Prospectus, as of its issue date, the Representation Date or at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Time or at any Settlement Expiration Date, includeddid not, includes or does not and 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 Statement, the Offering Materials 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 or Statement, the Offering Materials and the Prospectus, as the case may be, did not, do 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 set forth in the immediately preceding paragraph this subsection shall not apply to statements in or omissions from the Registration Statement Statement, the Offering Materials or the Prospectus (or any amendment or supplement to the Registration Statement, the Offering Materials or the Prospectus, as amended or supplemented, ) made in reliance upon and in conformity with written information furnished to the Company in writing by the Agent or the Forward Purchaser Dealer Manager expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be (i) the Agent’s name on of the cover Dealer Manager, (ii) the first sentence of the fourth paragraph under the caption “Plan of Distribution” in the Prospectus, (iii) the ninth paragraph under the caption “Plan of Distribution” in the Prospectus and (iv) the statements related to stabilization first sentence of the twelfth paragraph under the caption “Plan of Distribution” in the Prospectus (the “Sales Agent Dealer Manager Information”). c..