Common use of Accurate Disclosure Clause in Contracts

Accurate Disclosure. The Registration Statement, at the effective time of each part thereof, at the First Closing Date (as defined below) or at any Second Closing Date (as defined below), did not contain and will not contain an untrue statement of a material fact and did not omit and will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Time of Sale (as defined below), neither (A) the Time of Sale Disclosure Package (as defined below) nor (B) any issuer free writing prospectus (as defined below), when considered together with the Time of Sale Disclosure Package, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) of the Rules and Regulations, at the First Closing Date or at any Second 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 light of the circumstances under which they were made, not misleading. The representations and warranties in this Section 2(a)(ii) shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the Time of Sale Disclosure Package or the Prospectus (or any supplement thereto) made in reliance upon, and in conformity with, written information furnished to the Company by (i) you, or by any Underwriter through you, specifically for use in the preparation of such document, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(f) hereof or (ii) any Selling Stockholder specifically for use in the preparation of such document, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the Selling Stockholder Information.

Accurate Disclosure. The Neither the Registration StatementStatement nor any post-effective amendment thereto, at the effective time it became effective, the date hereof, the Closing Time or any Date of each part thereofDelivery, at the First Closing Date (as defined below) contained, contains or at any Second Closing Date (as defined below), did not contain and will not contain an untrue statement of a material fact and did not omit and or omitted, omits or will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As At the Applicable Time, the Closing Time and each Date of the Time of Sale (as defined below)Delivery, if any, neither (A) the Time of Sale General Disclosure Package (as defined below) nor (B) any issuer free writing prospectus (as defined below)individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale General Disclosure Package, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) of the Rules and Regulations, at the First Closing Date or at any Second 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. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), at its issue date, the time of any filing with the Commission pursuant to Rule 424(b), the Closing Time 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. The representations and warranties in this Section 2(a)(ii1(a)(ii) shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), ) or the Time of Sale General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon, upon and in conformity with, with written information furnished to the Company by (i) you, or by any Underwriter through you, specifically the Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the preparation of such document, it being understood first paragraph under the heading “Underwriting—Commissions and agreed that the only such information furnished by any Underwriter consists of Discounts,” the information described as such in Section 6(f) hereof or (ii) any Selling Stockholder specifically for use in the preparation of such documentsecond and third paragraphs under the heading “Underwriting—Price Stabilization, it being understood Short Positions and agreed that Penalty Bids,” the only such information furnished by any Selling Stockholder consists of under the Selling Stockholder heading “Underwriting—Electronic Distribution” and the information in the fourth paragraph under “Underwriting—Other Relationships,” in each case contained in the Registration Statement, the General Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. The Registration Statement, at the effective time of each part thereof, at the First Closing Date (as defined below) or at any Second Closing Date (as defined below), did not contain and will not contain an untrue statement of a material fact and did not omit and will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Time of Sale (as defined below), neither (A) the Time of Sale Disclosure Package (as defined below) nor (B) any issuer free writing prospectus (as defined below), when considered together with the Time of Sale Disclosure Package, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) of the Rules and Regulations, at the First Closing Date or at any Second 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 light of the circumstances under which they were made, not misleading. The representations and warranties in this Section 2(a)(ii) shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the Time of Sale Disclosure Package or the Prospectus (or any supplement thereto) made in reliance upon, and in conformity with, written information furnished to the Company by (i) you, or by any Underwriter through you, you specifically for use in the preparation of such document, it being understood and agreed that the only such information furnished by any the Underwriter consists of the information described as such in Section 6(f) hereof or (ii) any Selling Stockholder specifically for use in the preparation of such document, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the Selling Stockholder Information.

Accurate Disclosure. The Neither the Registration StatementStatement nor any amendment thereto, at its effective time, at the effective time of each part thereof, at the First Closing Date (as defined below) Time or at any Second Closing Date (as defined below)of Delivery, did not contain and contained, contains or will not contain an untrue statement of a material fact and did not omit and or omitted, omits or will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Time Applicable Time, none of Sale (as defined below), neither (A) the Time of Sale General Disclosure Package (as defined below) nor Package, (B) any issuer free writing prospectus (as defined below)individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale General Disclosure Package and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) of the Rules and Regulations, at the First Closing Date or at any Second 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. 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 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. The representations and warranties in this Section 2(a)(ii) subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the Time of Sale General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon, upon and in conformity with, with written information furnished to the Company by (i) you, or by any Underwriter through you, specifically the Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the preparation of such document, it being understood first paragraph under the heading “Underwriting–Commissions and agreed that the only such information furnished by any Underwriter consists of Discounts,” the information described as such in Section 6(f) hereof or (ii) any Selling Stockholder specifically for use in the preparation of such documentsecond, it being understood third and agreed that fourth paragraphs under the only such heading “Underwriting–Price Stabilization, Short Positions and Penalty Bids” and the information furnished by any Selling Stockholder consists of under the Selling Stockholder heading “Underwriting–Electronic Distribution” in each case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. The Each Preliminary Prospectus, at the time of filing thereof or the time of first use within the meaning of the Rules and Regulations, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Registration StatementStatement nor any amendment thereto, at the effective time of each part thereof, or at the First Closing Date (as defined below) or at any Second Closing Date (as defined below), did not contain and contained, contains or will not contain an untrue statement of a material fact and did not omit and or omitted, omits or will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Time of Sale (as defined below), neither (A) the Time of Sale Disclosure Package (as defined below) nor (B) any issuer free writing prospectus (as defined below), when considered together with the Time of Sale Disclosure Package, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) of the Rules and Regulations, or at the First Closing Date or at any Second 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 light of the circumstances under which they were made, not misleading. The representations and warranties in this Section 2(a)(ii) shall not apply to statements in or omissions from any Preliminary Prospectus, the Registration Statement (or any amendment thereto), the Time of Sale Disclosure Package or the Prospectus (or any supplement thereto) made in reliance upon, and in conformity with, written information furnished to the Company by (i) you, or by any Underwriter through you, you specifically for use in the preparation of such document, it being understood and agreed that the only such information furnished by any the Underwriter consists of the information described as such in Section 6(f) hereof or (ii) any Selling Stockholder specifically for use in the preparation of such document, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the Selling Stockholder Information6(e).

Accurate Disclosure. The Neither the Registration StatementStatement nor any amendment thereto, at its effective time, on the date hereof, at the effective time of each part thereof, at the First Closing Date (as defined below) Time or at any Second Closing Date (as defined below)of Delivery, did not contain and contained, contains or will not contain an untrue statement of a material fact and did not omit and or omitted, omits or will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As At the Applicable Time and any Date of Delivery, neither (A) the Time of Sale General Disclosure Package nor (B) any individual Written Testing-the-Waters Communication or Marketing Materials (as defined below), neither (A) the Time of Sale Disclosure Package (as defined below) nor (B) any issuer free writing prospectus (as defined below)if any, when considered together with the Time of Sale General Disclosure Package, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) of the Rules and Regulations, at the First Closing Date or at any Second 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. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), 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. The representations and warranties in this Section 2(a)(ii) subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the Time of Sale General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon, upon and in conformity with, with written information furnished to the Company by (i) you, or by any Underwriter through you, specifically the Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the preparation of such document, it being understood first paragraph under the heading “Underwriting–Commissions and agreed that the only such information furnished by any Underwriter consists of Discounts,” the information described as such in Section 6(f) hereof or (ii) any Selling Stockholder specifically for use in the preparation of such documentsecond, it being understood third and agreed that fourth paragraphs under the only such heading “Underwriting–Price Stabilization, Short Positions and Penalty Bids” and the information furnished by any Selling Stockholder consists of under the Selling Stockholder heading “Underwriting–Electronic Distribution”, in each case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. The As of the time any part of the Registration Statement (or any post-effective amendment thereto, including a Rule 462(b) Registration Statement) became effective, at upon the effective time filing or first use within the meaning of each part thereof, the Rules and Regulations of the Prospectus (or any supplement to the Prospectus) and at the First Closing Date (as defined below) or at any and Second Closing Date (as defined belowhereinafter defined), (A) the Registration Statement and the Prospectus (in each case, as so amended and/or supplemented) conformed or will conform in all material respects to the requirements of the Act and the Rules and Regulations, (B) the Registration Statement (as so amended) did not contain and or will not contain include an untrue statement of a material fact and did not omit and will not or omit to state a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made not misleading. As of , and (C) the Time of Sale Prospectus (as defined below), neither (Aso supplemented) the Time of Sale Disclosure Package (as defined below) nor (B) any issuer free writing prospectus (as defined below), when considered together with the Time of Sale Disclosure Package, included did not or will not include an untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are or were made, not misleading. Neither ; except that the Prospectus nor any supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) of the Rules and Regulations, at the First Closing Date or at any Second 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 light of the circumstances under which they were made, not misleading. The representations and warranties in this Section 2(a)(ii) foregoing shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the Time of Sale Disclosure Package or the Prospectus (or any supplement thereto) made such document in reliance upon, and in conformity with, written information furnished to the Company by (i) you, or by any Underwriter through you, specifically for use in the preparation of such documentthereof, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(f) hereof ). The Time of Sale Disclosure Package did not, does not and will not include as of the Time of Sale any untrue statement of a material fact or (ii) omit or omitted as of the Time of Sale to state any Selling Stockholder material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any Preliminary Prospectus included in the Registration Statement or any statements in or omissions from any such document in reliance upon, and in conformity with, written information furnished to the Company by you, or by any Underwriter through you, specifically for use in the preparation of such documentthereof, it being understood and agreed that the only such information furnished by any Selling Stockholder Underwriter consists of the Selling Stockholder Information.information described as such in Section 6(f). As used in this paragraph and elsewhere in this Agreement:

Accurate Disclosure. The Each Preliminary Prospectus, at the time of filing thereof or the time of first use within the meaning of the Rules and Regulations, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Registration StatementStatement nor any amendment thereto, at the effective time of each part thereof, and at the First Closing Date (as defined below) or at any Second Closing Date (as defined below), did not contain and contained, contains or will not contain an untrue statement of a material fact and did not omit and or omitted, omits or will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Time of Sale (as defined below), neither (A) the Time of Sale Disclosure Package (as defined below) nor (B) any issuer free writing prospectus (as defined below), when considered together with the Time of Sale Disclosure Package, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) of the Rules and Regulations, or at the First Closing Date or at any Second 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 light of the circumstances under which they were made, not misleading. The representations and warranties in this Section 2(a)(ii) shall not apply to statements in or omissions from any Preliminary Prospectus, the Registration Statement (or any amendment thereto), the Time of Sale Disclosure Package or the Prospectus (or any supplement thereto) made in reliance upon, and in conformity with, written information furnished to the Company by (i) you, or by any Underwriter through you, you specifically for use in the preparation of such document, it being understood and agreed that the only such information furnished by any the Underwriter consists of the information described as such in Section 6(f) hereof or (ii) any Selling Stockholder specifically for use in the preparation of such document, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the Selling Stockholder Information6(e).

Accurate Disclosure. The Neither the Registration StatementStatement nor any amendment thereto, at its effective time, on the date hereof, at the effective time of each part thereof, at the First Closing Date (as defined below) Time or at any Second Closing Date (as defined below)of Delivery, did not contain and contained, contains or will not contain an untrue statement of a material fact and did not omit and or omitted, omits or will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As At the Applicable Time and any Date of Delivery, neither (A) the Time of Sale General Disclosure Package nor (B) any individual Written Testing-the-Waters Communication or Marketing Materials (as defined below), neither (A) the Time of Sale Disclosure Package (as defined below) nor (B) any issuer free writing prospectus (as defined below)if any, when considered together with the Time of Sale General Disclosure Package, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) of the Rules and Regulations, at the First Closing Date or at any Second 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. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), 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. The representations and warranties in this Section 2(a)(ii) subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the Time of Sale General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon, upon and in conformity with, with written information furnished to the Company by (i) you, or by any Underwriter through you, specifically the Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the preparation of such document, it being understood first paragraph under the heading “Underwriting–Commissions and agreed that the only such information furnished by any Underwriter consists of Discounts,” the information described as such in Section 6(f) hereof or (ii) any Selling Stockholder specifically for use in the preparation of such documentsecond and third paragraphs under the heading “Underwriting–Price Stabilization and Short Positions” and the information under the heading “Underwriting–Electronic Distribution”, it being understood and agreed that in each case contained in the only such information furnished by any Selling Stockholder consists of Prospectus (collectively, the Selling Stockholder “Underwriter Information”).

Accurate Disclosure. The Neither the Registration StatementStatement nor any amendment thereto, at its effective time, at the effective time of each part thereof, at the First Closing Date (as defined below) Time or at any Second Closing Date (as defined below)of Delivery, did not contain and contained, contains or will not contain an untrue statement of a material fact and did not omit and or omitted, omits or will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Time Applicable Time, none of Sale (as defined below), neither (A) the Time of Sale General Disclosure Package (as defined below) nor Package, (B) any issuer free writing prospectus (as defined below)individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale General Disclosure Package and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) of the Rules and Regulations, at the First Closing Date or at any Second 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. 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 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. The representations and warranties in this Section 2(a)(ii) subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the Time of Sale General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon, upon and in conformity with, with written information furnished to the Company by (i) you, or by any Underwriter through you, specifically the Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information contained in the preparation of such document, it being understood and agreed that the only such information furnished by any Underwriter consists first sentence of the information described as such in Section 6(ffifth paragraph (regarding selling concessions), the first sentence of the twelfth paragraph (regarding present intent to release shares subject to lock-up agreements), the sixteenth paragraph (regarding sales to accounts over which the Underwriters exercise discretionary authority), the eighteenth paragraph (regarding short sales and stabilizing transactions) hereof or and the nineteenth paragraph (ii) any Selling Stockholder specifically for use regarding penalty bids), each under the heading “Underwriting” contained in the preparation of such documentProspectus (collectively, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the Selling Stockholder “Underwriter Information”).

Accurate Disclosure. The Neither the Registration StatementStatement nor any amendment thereto, at its effective time, at the effective time of each part thereof, at the First Closing Date (as defined below) Time or at any Second Closing Date (as defined below)of Delivery, did not contain and contained, contains or will not contain an untrue statement of a material fact and did not omit and or omitted, omits or will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Time Applicable Time, none of Sale (as defined below), neither (A) the Time of Sale General Disclosure Package (as defined below) nor (B) any issuer free writing prospectus (as defined below)individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale General Disclosure Package and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) of the Rules and Regulations, at the First Closing Date or at any Second 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. 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 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. The representations and warranties in this Section 2(a)(ii) subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the Time of Sale General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon, upon and in conformity with, with written information furnished to the Company by (i) you, or by any Underwriter through you, specifically the Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the preparation of such document, it being understood first paragraph under the heading “Underwriting—Commissions and agreed that the only such information furnished by any Underwriter consists of Discounts,” the information described as such in Section 6(f) hereof or (ii) any Selling Stockholder specifically for use in the preparation of such documentfirst, it being understood second, third and agreed that fourth paragraphs under the only such heading “Underwriting—Price Stabilization, Short Positions and Penalty Bids” and the information furnished by any Selling Stockholder consists of under the Selling Stockholder heading “Underwriting—Electronic Distribution”, in each case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. The Neither the Registration StatementStatement nor any amendment thereto, at its effective time, at the effective time of each part thereof, at the First Closing Date (as defined below) Time or at any Second Closing Date (as defined below)of Delivery, did not contain and contained, contains or will not contain an untrue statement of a material fact and did not omit and or omitted, omits or will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Time Applicable Time, none of Sale (as defined below), neither (A) the Time of Sale General Disclosure Package (as defined below) nor Package, (B) any issuer free writing prospectus (as defined below)individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale General Disclosure Package, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements thereinnor (C) any individual Written Testing-the-Waters Communication, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any supplement thereto, as of its issue date, at the time of any filing when considered together with the Commission pursuant to Rule 424(b) of the Rules and Regulations, at the First Closing Date or at any Second Closing 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. 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 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. The representations and warranties in this Section 2(a)(ii) subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the Time of Sale General Disclosure Package or the Prospectus (or any amendment or supplement thereto, including any prospectus wrapper) made in reliance upon, upon and in conformity with, with written information furnished to the Company by (i) you, or by any Underwriter through you, specifically the Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the following: [●], in each case contained in the preparation of such documentProspectus (collectively, it being understood and agreed that the only such information furnished by any “Underwriter consists of the information described as such in Section 6(f) hereof or (ii) any Selling Stockholder specifically for use in the preparation of such document, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the Selling Stockholder Information”).

Accurate Disclosure. The Neither the Registration StatementStatement nor any amendment thereto, at its effective time, at the effective time of each part thereof, at the First Closing Date (as defined below) Time or at any Second Closing Date (as defined below)of Delivery, did not contain and contained, contains or will not contain an untrue statement of a material fact and did not omit and or omitted, omits or will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As At the Applicable Time and any Date of the Time Delivery, none of Sale (as defined below), neither (A) the Time of Sale General Disclosure Package (as defined below) nor Package, (B) any issuer free writing prospectus (as defined below)individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale General Disclosure Package nor (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) of the Rules and Regulations, at the First Closing Date or at any Second 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. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), 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. The representations and warranties in this Section 2(a)(ii) subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the Time of Sale General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon, upon and in conformity with, with written information furnished to the Company by (i) you, or by any Underwriter through you, specifically the Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the preparation of such documenttwelfth paragraph concerning price stabilization, it being understood short positions and agreed that penalty bids under the only such information furnished by any Underwriter consists of heading “Underwriting” and the information described as such in Section 6(f) hereof or (ii) any Selling Stockholder specifically for use in the preparation fourteenth paragraph concerning electronic offer, sale and distribution of such documentshares paragraphs under the heading “Underwriting” in each case contained in the Prospectus (collectively, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the Selling Stockholder “Underwriter Information”).

Accurate Disclosure. The None of the Registration Statement, at the any Rule 462(b) Registration Statement or any post-effective time of each part thereofamendment and supplement thereto, at the First respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments and supplements thereto became effective, at the Closing Date (as defined below) and at each Date of Delivery, contained, contains or at any Second Closing Date (as defined below), did not contain and will not contain an untrue statement of a material fact and did not omit and or omitted, omits or will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Time of Sale (as defined below), neither (A) the Time of Sale Disclosure Package (as defined below) nor (B) any issuer free writing prospectus (as defined below), when considered together with the Time of Sale Disclosure Package, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) of the Rules and Regulations), at the First Closing Date or and at any Second Closing Dateeach 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. As of the date hereof, at the Closing Date and at each Date of Delivery, neither (i) the General Disclosure Package nor (ii) any individual Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include any untrue statement of a material fact or omitted, omits or will omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations representations, warranties and warranties agreements in this Section 2(a)(iiSections 3(a), 3(b), 3(c) and 3(uu) shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), including the Time of Sale Rule 430A Information, the General Disclosure Package , any individual Issuer Free Writing Prospectus or the Prospectus (or any supplement thereto) made in reliance upon, upon and in conformity with, with written information furnished to the Company by (i) you, or by any Underwriter through you, specifically the Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information under the heading “Underwriting” in the preparation of such documentRegistration Statement, it being understood and agreed that the only such information furnished by any General Disclosure Package or the Prospectus (collectively, the “ Underwriter consists of the information described as such in Section 6(f) hereof or (ii) any Selling Stockholder specifically for use in the preparation of such document, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the Selling Stockholder InformationInformation ”).

Accurate Disclosure. The Neither the Registration StatementStatement nor any post-effective amendment thereto, at the effective time of each part thereofrespective times it became effective, at the First Closing Date (as defined below) Time or at any Second Closing Date (as defined below)of Delivery, did not contain and contained, contains or will not contain an untrue statement of a material fact and did not omit and or omitted, omits or will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As At the Applicable Time, at the Closing Time and at each Date of the Time of Sale (as defined below)Delivery, if any, neither (A) the Time of Sale General Disclosure Package (as defined below) nor (B) any issuer free writing prospectus (as defined below)individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale General Disclosure Package, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) of the Rules and Regulations, at the First Closing Date or at any Second 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. 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 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. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Prospectus and the General Disclosure Package, when they were filed with the Commission conformed in all material respects to the requirements of the 1934 Act and the 1934 Act Regulations, and none of such documents contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Registration Statement, the Prospectus or the General Disclosure Package, when such documents are filed with the Commission, will conform in all material respects to the requirements of the 1934 Act and the 1934 Act Regulations and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company filed the Registration Statement with the Commission before using any free writing prospectus and each free writing prospectus was preceded or accompanied by the Prospectus satisfying the requirements of Section 10 under the 1933 Act. The representations and warranties in this Section 2(a)(ii1(a)(ii) shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the Time of Sale General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon, upon and in conformity with, with written information furnished to the Company by (i) you, or Transaction Entities by any Underwriter through you, specifically the Representative expressly for use therein. For purposes of this Agreement, the only information so furnished are (i) the concessions appearing in the preparation of such documentProspectus in the section entitled “Underwriting—Commissions and Discounts”, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(f) hereof or (ii) any Selling Stockholder specifically for use the second paragraph appearing in the preparation Prospectus in the section entitled “Underwriting—Price Stabilization, Short Positions” relating to stabilization transactions and syndicate covering transactions and (iii) the paragraph appearing in the Prospectus in the section entitled “Underwriting—Conflicts of such documentInterest” (collectively, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the Selling Stockholder “Underwriter Information”).

Accurate Disclosure. The Registration Statement(i) As of the date hereof, at the respective times the Registration Statement and each amendment thereto became effective time of and at each part thereofDeemed Effective Time, at the First Closing Date (as defined below) or at any Second Closing Date (as defined below), Registration Statement did not contain and will not contain an untrue statement of a material fact and did not omit and will not or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As ; (ii) as of the each Time of Sale Sale, the Prospectus (as defined belowamended and supplemented at such Time of Sale) and any Permitted Free Writing Prospectus then in use, considered together (collectively, the “General Disclosure Package”), neither (A) the Time of Sale Disclosure Package (as defined below) nor (B) did not contain any issuer free writing prospectus (as defined below), when considered together with the Time of Sale Disclosure Package, included an untrue statement of a material fact or omitted 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. Neither the Prospectus nor any supplement thereto, ; (iii) as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) of the Rules and Regulations, at the First Closing Date or at any Second Closing Date, included, includes or will include Prospectus did 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 representations ; and warranties (iv) at any Settlement Date, the Prospectus (as amended and supplemented at such Settlement Date) did not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that this Section 2(a)(ii) representation and warranty shall not apply to statements in any statement or omissions from the Registration Statement (or any amendment thereto), the Time of Sale Disclosure Package or the Prospectus (or any supplement thereto) omission made in reliance upon, upon and in conformity with, written with information furnished in writing to the Company by (i) you, or by any Underwriter through you, specifically the Manager expressly for use in the preparation of such documentProspectus or in the General Disclosure Package, it being understood and agreed that the only such information furnished by any Underwriter the Manager consists of the information described as such in Section 6(f) hereof or (ii) any Selling Stockholder specifically for use in the preparation name of such document, it being understood Manager as presented on the front and agreed that the only such information furnished by any Selling Stockholder consists back cover of the Selling Stockholder Prospectus Supplement (the “Manager Information”).

Accurate Disclosure. The Each Preliminary Prospectus, at the time of filing thereof or the time of first use within the meaning of the Rules and Regulations, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Registration StatementStatement nor any amendment thereto, at the effective time of each part thereof, at the First Closing Date (as defined below) or at any the Second Closing Date (as defined below), did not contain and contained, contains or will not contain an untrue statement of a material fact and did not omit and or omitted, omits or will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Time of Sale (as defined below), neither (A) the Time of Sale Disclosure Package (as defined below) nor (B) any issuer free writing prospectus (as defined below), when considered together with the Time of Sale Disclosure Package, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) of the Rules and Regulations, at the First Closing Date or at any the Second Closing DateClosing, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The representations and warranties in this Section 2(a)(ii) shall not apply to statements in or omissions from any Preliminary Prospectus, the Registration Statement (or any amendment thereto), the Time of Sale Disclosure Package or the Prospectus (or any supplement thereto) made in reliance upon, and in conformity with, written information furnished to the Company by (i) you, or by any Underwriter through you, you specifically for use in the preparation of such document, it being understood and agreed that the only such information furnished by any the Underwriter consists of the information described as such in Section 6(f) hereof or (ii) any Selling Stockholder specifically for use in the preparation of such document, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the Selling Stockholder Information6(e).

Accurate Disclosure. The Registration StatementEach Preliminary Prospectus, at the effective time of each part thereof, at filing thereof or the First Closing Date (as defined below) or at any Second Closing Date (as defined below)time of first use within the meaning of the Rules and Regulations, did not contain and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Registration Statement nor any amendment thereto, at the effective time of each part thereof or at the Closing Date, and did not omit and at each Option Closing Date, if any, contained, contains 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. As of the Time of Sale (as defined below), neither none of (A) the Time of Sale Disclosure Package (as defined below) nor ), (B) any issuer free writing prospectus (as defined below), or (C) any individual Written Testing-the-Waters Communication (as defined in Section 2(a)(iv) below), when considered together with the Time of Sale Disclosure Package, included contained an untrue statement of a material fact or 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 supplement theretoThe Prospectus, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) of the Rules and Regulations, or at the First Closing Date or at any Second Closing Date, includedand at each Option Closing Date, includes if any, contained, 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 representations and warranties in this Section 2(a)(ii) shall not apply to statements in or omissions from any Preliminary Prospectus, the Registration Statement (or any amendment thereto)Statement, the Time of Sale Disclosure Package or the Prospectus (or any supplement thereto) made in reliance upon, and in conformity with, written information furnished to the Company by (i) you, or by any Underwriter through you, specifically for use in the preparation of such document, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(f) hereof or (ii) any Selling Stockholder specifically for use in the preparation of such document, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the Selling Stockholder Information6(e).

Accurate Disclosure. The Each Preliminary Prospectus, at the time of filing thereof or the time of first use within the meaning of the Rules and Regulations, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Registration StatementStatement nor any amendment thereto, at the effective time of each part thereof, at the First Closing Date (as defined below) or at any Second Closing Date (as defined below), did not contain and contained, contains or will not contain an untrue statement of a material fact and did not omit and or omitted, omits or will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Time of Sale (as defined below), neither (A) the Time of Sale Disclosure Package (as defined below) nor (B) any issuer free writing prospectus (as defined below), when considered together with the Time of Sale Disclosure Package, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) of the Rules and Regulations, at the First Closing Date or at any Second 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 light of the circumstances under which they were made, not misleading. The representations and warranties in this Section 2(a)(ii) shall not apply to statements in or omissions from any Preliminary Prospectus, the Registration Statement (or any amendment thereto), the Time of Sale Disclosure Package or the Prospectus (or any supplement thereto) made in reliance upon, and in conformity with, written information furnished to the Company by (i) you, or by any Underwriter through you, specifically for use in the preparation of such document, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(f) hereof or (ii) any Selling Stockholder specifically for use in the preparation of such document, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the Selling Stockholder Information6(e).

Accurate Disclosure. The Neither the Registration StatementStatement nor any amendment thereto, at its effective time, at the effective time of each part thereof, at the First Closing Date (as defined below) Time or at any Second Closing Date (as defined below)of Delivery, did not contain and contained, contains or will not contain an untrue statement of a material fact and did not omit and or omitted, omits or will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Time Applicable Time, none of Sale (as defined below), neither (A) the Time of Sale General Disclosure Package (as defined below) nor (B) any issuer free writing prospectus (as defined below)individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale General Disclosure Package and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) of the Rules and Regulations, at the First Closing Date or at any Second 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. 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 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. The representations and warranties in this Section 2(a)(ii) subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the Time of Sale General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon, upon and in conformity with, with written information furnished to the Company by (i) you, or by any Underwriter through you, specifically Xxxxxxx Xxxxx and Xxxxxxx Xxxxx expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the preparation of such document, it being understood first paragraph under the heading “Underwriting—Commissions and agreed that the only such information furnished by any Underwriter consists of Discounts,” the information described as such in Section 6(f) hereof or (ii) any Selling Stockholder specifically for use in the preparation of such documentsecond, it being understood third and agreed that fourth paragraphs under the only such heading “Underwriting—Price Stabilization, Short Positions and Penalty Bids” and the information furnished by any Selling Stockholder consists of under the Selling Stockholder heading “Underwriting—Electronic Distribution” in each case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. The Each Preliminary Prospectus, at the time of filing thereof or the time of first use within the meaning of the Rules and Regulations, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Registration StatementStatement nor any amendment thereto, at the effective time of each part thereof, and, as amended or supplemented, if applicable, at the First Closing Date (as defined below) or at any the Second Closing Date (as defined below), did not contain and contained, contains or will not contain an untrue statement of a material fact and did not omit and or omitted, omits or will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Time of Sale (as defined below), neither (A) the Time of Sale Disclosure Package (as defined below) nor (B) any issuer free writing prospectus (as defined below), when considered together with the Time of Sale Disclosure Package, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) of the Rules and Regulations, and, as amended or supplemented, if applicable, at the First Closing Date or at any the Second Closing DateClosing, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The representations and warranties in this Section 2(a)(ii) shall not apply to statements in or omissions from any Preliminary Prospectus, the Registration Statement (or any amendment thereto), the Time of Sale Disclosure Package or the Prospectus (or any supplement thereto) made in reliance upon, and in conformity with, written information furnished to the Company by (i) you, or by any Underwriter through you, specifically for use in the preparation of such document, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(f) hereof or (ii) any Selling Stockholder specifically for use in the preparation of such document, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the Selling Stockholder Information6(e).

Accurate Disclosure. The Each Preliminary Prospectus, at the time of filing thereof or the time of first use within the meaning of the Rules and Regulations, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Registration StatementStatement nor any amendment thereto, at the effective time of each part thereof, at the First Closing Date (as defined below) , contained, contains or at any Second Closing Date (as defined below), did not contain and will not contain an untrue statement of a material fact and did not omit and or omitted, omits or will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Time of Sale (as defined below), neither (A) the Time of Sale Disclosure Package (as defined below) nor (B) any issuer free writing prospectus (as defined below), when considered together with the Time of Sale Disclosure Package, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) of the Rules and Regulations, at the First Closing Date or at any Second 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 light of the circumstances under which they were made, not misleading. The representations and warranties in this Section 2(a)(ii) shall not apply to statements in or omissions from any Preliminary Prospectus, the Registration Statement (or any amendment thereto), the Time of Sale Disclosure Package or the Prospectus (or any supplement thereto) made in reliance upon, and in conformity with, written information furnished to the Company by (i) you, or by any Underwriter through you, specifically for use in the preparation of such document, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(f) hereof or (ii) any Selling Stockholder specifically for use in the preparation of such document, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the Selling Stockholder Information6(e).

Accurate Disclosure. The Neither the Registration StatementStatement nor any amendment thereto, at its effective time, on the date hereof, at the effective time of each part thereof, at the First Closing Date (as defined below) Time or at any Second Closing Date (as defined below)of Delivery, did not contain and contained, contains or will not contain an untrue statement of a material fact and did not omit and or omitted, omits or will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As At the Applicable Time and any Date of Delivery, neither (A) the Time of Sale General Disclosure Package nor (B) any individual Written Testing-the-Waters Communication or Marketing Materials (as defined below), neither (A) the Time of Sale Disclosure Package (as defined below) nor (B) any issuer free writing prospectus (as defined below)if any, when considered together with the Time of Sale General Disclosure Package, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) of the Rules and Regulations, at the First Closing Date or at any Second 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. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), 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. The representations and warranties in this Section 2(a)(ii) subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the Time of Sale General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon, upon and in conformity with, with written information furnished to the Company by (i) you, or by any the Underwriter through you, specifically the Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the preparation of such document, it being understood first paragraph under the heading “Underwriting–Commissions and agreed that the only such information furnished by any Underwriter consists of Discounts,” the information described as such in Section 6(f) hereof or (ii) any Selling Stockholder specifically for use in the preparation of such documentsecond, it being understood third and agreed that fourth paragraphs under the only such heading “Underwriting–Price Stabilization and Short Positions” (solely with respect to the statements attributable to the Underwriter) and the information furnished by any Selling Stockholder consists of under the Selling Stockholder heading “Underwriting–Electronic Distribution” (solely with respect to the statements attributable to the Underwriter), in each case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. The Registration Statement, at the effective time of each part thereof, at the First Closing Date (as defined below) or at any the Second Closing Date (as defined below), did not contain and will not contain an untrue statement of a material fact and did not omit and will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Time of Sale (as defined below), neither (A) the Time of Sale Disclosure Package (as defined below) nor (B) any issuer free writing prospectus (as defined below), when considered together with the Time of Sale Disclosure Package, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) of the Rules and Regulations, at the First Closing Date or at any the Second 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 light of the circumstances under which they were made, not misleading. The representations and warranties in this Section 2(a)(ii) shall not apply to statements in or omissions from any Preliminary Prospectus, the Registration Statement (or any amendment thereto), the Time of Sale Disclosure Package or the Prospectus (or any supplement thereto) made in reliance upon, and in conformity with, written information furnished to the Company by (i) you, or by any Underwriter through you, specifically for use in the preparation of such document, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(f) hereof or (ii) any Selling Stockholder specifically for use in the preparation of such document, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the Selling Stockholder Information6(e).

Accurate Disclosure. The Neither the Registration StatementStatement nor any amendment thereto, at its effective time, at the effective time of each part thereof, Applicable Time or at the First Closing Date Time, contained, contains or will contain (as defined belowor incorporated, incorporates or will incorporate by reference) or at any Second Closing Date (as defined below), did not contain and will not contain an untrue statement of a material fact and did not omit and or omitted, omits or will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Applicable Time of Sale (as defined below)or the Closing Time, neither (A) the Time of Sale General Disclosure Package did not or will not include (as defined belowor incorporate by reference) nor (B) any issuer free writing prospectus (as defined below), when considered together with the Time of Sale Disclosure Package, included an untrue statement of a material fact or omitted omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) of the Rules and Regulations, or at the First Closing Date or at any Second Closing DateTime, 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 representations and warranties in this Section 2(a)(ii) subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the Time of Sale General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon, upon and in conformity with, with written information furnished to the Company by any Underwriter through the Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (i) you, or by any Underwriter through you, specifically for use the concession amounts appearing in the preparation of such document, it being understood second paragraph under the heading “Underwriting—Commissions and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(f) hereof or Discounts,” (ii) any Selling Stockholder specifically for use the information in the preparation of such documentfirst two paragraphs under the heading “Underwriting—Price Stabilization, it being understood Short Positions” and agreed that (iii) the only such information furnished by any Selling Stockholder consists of in “Underwriting—Principal Business Addresses”, in each case, in the Selling Stockholder Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. The Neither the Registration StatementStatement nor any amendment thereto, at its effective time, at the effective time of each part thereof, at the First Closing Date (as defined below) Time or at any Second Closing Date (as defined below)of Delivery, did not contain and contained, contains or will not contain an untrue statement of a material fact and did not omit and or omitted, omits or will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Time Applicable Time, none of Sale (as defined below), neither (A) the Time of Sale General Disclosure Package (as defined below) nor Package, (B) any issuer free writing prospectus (as defined below)individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale General Disclosure Package and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) of the Rules and Regulations, at the First Closing Date or at any Second 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. 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 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. The representations and warranties in this Section 2(a)(ii) subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the Time of Sale General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon, upon and in conformity with, with written information furnished to the Company by (i) you, or by any Underwriter through you, specifically the Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information set forth in the preparation of such document, it being understood and agreed that Prospectus in the only such information furnished by any Underwriter consists first sentence of the information described as such in Section 6(ffirst paragraph (regarding selling concessions) hereof or under the caption “Underwriting—Commissions and Discounts,” the last sentence (iiregarding sales to accounts over which the Underwriters exercise discretionary authority) any Selling Stockholder specifically for use in under the preparation of such documentcaption “Underwriting—Listing,” and the second and third paragraphs (regarding short sales and stabilizing transactions, it being understood and agreed that penalty bids, respectively) under the only such information furnished by any Selling Stockholder consists of caption “Underwriting—Price Stabilization, Short Positions and Penalty Bids” (collectively, the Selling Stockholder “Underwriter Information”).

Accurate Disclosure. The Neither the Registration StatementStatement nor any amendment thereto, at its effective time, at the effective time of each part thereof, at the First Closing Date (as defined below) Time or at any Second Closing Date (as defined below)of Delivery, did not contain and contained, contains or will not contain an untrue statement of a material fact and did not omit and or omitted, omits or will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Time Applicable Time, none of Sale (as defined below), neither (A) the Time of Sale General Disclosure Package (as defined below) nor Package, (B) any issuer free writing prospectus (as defined below)individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale General Disclosure Package and (C) and individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) of the Rules and Regulations, at the First Closing Date or at any Second 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. 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 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. The representations and warranties in this Section 2(a)(ii) subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the Time of Sale General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon, upon and in conformity with, with written information furnished to the Company by (i) you, or by any Underwriter through you, specifically the Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the legal names of the Underwriters appearing in the preparation of such document, it being understood first paragraph and agreed that the only such information furnished by any Underwriter consists of immediately following table under the heading “Underwriting,” the information described as such in Section 6(f) hereof or (ii) any Selling Stockholder specifically for use in the preparation of such documentfirst paragraph under the heading “Underwriting—Commissions and Discounts,” the information in the second, it being understood third and agreed that fourth paragraphs under the only such heading “Underwriting—Price Stabilization, Short Positions and Penalty Bids” and the information furnished by any Selling Stockholder consists of under the Selling Stockholder heading “Underwriting—Electronic Distribution” in each case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. The Neither the Registration StatementStatement nor any post-effective amendment thereto, at the its effective time of each part thereof, at the First Closing Date (as defined below) or at any Second Closing Date (as defined below), did not contain and will not contain contained an untrue statement of a material fact and did not omit and will not omit or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Time of Sale Applicable Time, the Closing Date and each Option Closing Date, if any, (as defined below), neither (Ai) the Time of Sale Disclosure Package Prospectus and (as defined below) nor (Bii) any issuer individual free writing prospectus (as defined below)prospectus, when considered taken together as a whole with the Time of Sale Disclosure PackageProspectus, included an did not and will not contain any untrue statement of a material fact or omitted 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. Neither the Prospectus nor any supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) of the Rules and Regulations), at the First Closing Date Applicable Time or at any Second the 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 representations and warranties in this Section 2(a)(ii) subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the Time of Sale Disclosure Package Prospectus or the Prospectus (or any supplement thereto) made in reliance upon, upon and in conformity with, with written information furnished to the Company by (i) you, or Partnership by any Underwriter through you, specifically the Manager expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the preparation of such document, it being understood first paragraph under the heading “Underwriting—Commissions and agreed that the only such information furnished by any Underwriter consists of Discounts,” the information described as such under the heading “Underwriting—Price Stabilization, Short Positions” and the information under the heading “Underwriting—Electronic Distribution” in Section 6(f) hereof or (ii) any Selling Stockholder specifically for use each case contained in the preparation of such documentProspectus (collectively, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the Selling Stockholder “Underwriter Information”).

Accurate Disclosure. The (A) Neither the Registration StatementStatement nor any amendment thereto, at its effective time, at the effective time of each part thereof, at the First Closing Date (as defined below) Time or at any Second Closing Date (as defined below)of Delivery, did not contained, contains or will contain and will not contain an any untrue statement of a material fact and did not omit and or omitted, omits or will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Time of Sale (as defined below), neither (A) the Time of Sale Disclosure Package (as defined below) nor ; (B) as of the Applicable Time, none of (1) the General Disclosure Package or (2) any issuer free writing prospectus (as defined below)Issuer Free Writing Prospectus, when considered together with the Time of Sale General Disclosure Package, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) of the Rules and Regulations, at the First Closing Date or at any Second Closing Date, included, includes or will include an 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 ; and (C) neither any preliminary prospectus, as of its issue date or at the time of its filing with the Commission, nor 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 Closing Time, included, includes or will include 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; provided that such representations and warranties set forth in this Section 2(a)(iisubsection (b)(i) shall not apply only to statements in or omissions from made in reliance upon and in conformity with information relating to such Selling Shareholder furnished in writing by or on behalf of such Selling Shareholder expressly for use in the Registration Statement (or any amendment thereto), the Time of Sale General Disclosure Package Package, any Issuer Free Writing Prospectus, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) made in reliance upon, and in conformity with, written (the “Selling Shareholder Information”); such Selling Shareholder is not prompted to sell the Securities to be sold by such Selling Shareholder hereunder by any information furnished to concerning the Company by (i) you, or by any Underwriter through you, specifically for use of its subsidiaries that is not set forth in the preparation of such document, it being understood and agreed that General Disclosure Package or the only such information furnished by any Underwriter consists of the information described as such in Section 6(f) hereof or (ii) any Selling Stockholder specifically for use in the preparation of such document, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the Selling Stockholder InformationProspectus.

Accurate Disclosure. The None of the Registration Statement, at the effective time of each part thereofany 462(b) Registration Statement or any amendment thereto, at the First Closing Date (as defined below) time it became effective, the Applicable Time or at any Second the Closing Date (Time, contained, contains or will contain, as defined below)applicable, did not contain and will not contain an untrue statement of a material fact and did not omit and or omitted, omits or will not omit omit, as applicable, to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Time Applicable Time, none of Sale (as defined below), neither (A) the Time of Sale General Disclosure Package (as defined below) nor Package, (B) any issuer free writing prospectus (as defined below)individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale General Disclosure Package, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein(C) any individual Written Testing-the-Waters Communication, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any supplement thereto, as of its issue date, at the time of any filing when considered together with the Commission pursuant to Rule 424(b) of the Rules and Regulations, at the First Closing Date or at any Second Closing 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. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), considered together, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), as of the Applicable Time or at the Closing Time (and, if any Option Securities are purchased, at the Date of Delivery), included, includes or will include, as applicable, an untrue statement of a material fact or omitted, omits or will omit, as applicable, to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this Section 2(a)(ii) subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the Time of Sale General Disclosure Package or the Prospectus (or any amendment or supplement thereto) (including any prospectus wrapper) made in reliance upon, upon and in conformity with, with the Selling Stockholder Information (as defined below) and written information furnished to the Company by (i) you, or by any Underwriter through you, specifically the Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished by an Underwriter shall be the information in the preparation of such documentfifth, it being understood thirteenth and agreed that fourteenth paragraphs under the only such information furnished by any Underwriter consists of the information described as such in Section 6(f) hereof or (ii) any Selling Stockholder specifically for use heading “Underwriting” contained in the preparation of such documentProspectus (collectively, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the Selling Stockholder “Underwriter Information”).

Accurate Disclosure. The Neither the Registration StatementStatement nor any amendment thereto, at its effective time, at the effective time of each part thereof, at the First Closing Date (as defined below) Time or at any Second Closing Date (as defined below)of Delivery, did not contain and contained, contains or will not contain an untrue statement of a material fact and did not omit and or omitted, omits or will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Time Applicable Time, none of Sale (as defined below), neither (A) the Time of Sale General Disclosure Package (as defined below) nor Package, (B) any issuer free writing prospectus (as defined below)individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale General Disclosure Package and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) of the Rules and Regulations, at the First Closing Date or at any Second 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. 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 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. The representations and warranties in this Section 2(a)(ii) subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the Time of Sale General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon, upon and in conformity with, with written information furnished to the Company by (i) you, or by any Underwriter through you, specifically the Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be [the information in the preparation of such document, it being understood first paragraph under the heading “Underwriting–Commissions and agreed that the only such information furnished by any Underwriter consists of Discounts,” the information described as such in Section 6(f) hereof or (ii) any Selling Stockholder specifically for use in the preparation second, third and fourth paragraphs under the heading “Underwriting–Price Stabilization, Short Positions and Penalty Bids” and the information under the heading “Underwriting–Electronic Offer, Sale and Distribution of such documentShares”] in each case contained in the Prospectus (collectively, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the Selling Stockholder “Underwriter Information”).

Accurate Disclosure. The Neither the Registration StatementStatement nor any amendment thereto, at its effective time, at the effective time of each part thereof, at the First Closing Date (as defined below) Time or at any Second Closing Date (as defined below)of Delivery, did not contain and contained, contains or will not contain an untrue statement of a material fact and did not omit and or omitted, omits or will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Time Applicable Time, none of Sale (as defined below), neither (A) the Time of Sale General Disclosure Package (as defined below) nor Package, (B) any issuer free writing prospectus (as defined below)individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale General Disclosure Package, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements thereinnor (C) any individual Written Testing-the-Waters Communication, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any supplement thereto, as of its issue date, at the time of any filing when considered together with the Commission pursuant to Rule 424(b) of the Rules and Regulations, at the First Closing Date or at any Second Closing 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. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), 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. The representations and warranties in this Section 2(a)(ii) subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the Time of Sale General Disclosure Package or the Prospectus (or any amendment or supplement thereto, including any prospectus wrapper) made in reliance upon, upon and in conformity with, with written information furnished to the Company by (i) you, or by any Underwriter through you, specifically the Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the preparation of such documentfirst paragraph under the heading “Underwriting—Commissions and Discounts”, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such under the heading “Underwriting—Price Stabilization, Short Positions and Penalty Bids” and the information under the heading “Underwriting—Electronic Distribution” in Section 6(f) hereof or (ii) any Selling Stockholder specifically for use each case contained in the preparation of such documentProspectus (collectively, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the Selling Stockholder “Underwriter Information”).

Accurate Disclosure. The Registration StatementEach Preliminary Prospectus, at the effective time of each part thereof, at filing thereof or the First Closing Date (as defined below) or at any Second Closing Date (as defined below)time of first use within the meaning of the Rules and Regulations, did not contain and will not contain an untrue statement of a material fact and did 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 omit and misleading. Neither the Registration Statement nor any amendment thereto, at the effective time of each part thereof or at the Closing Date (as defined below), contained, contains 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. As of the Time of Sale (as defined below), neither (A) the Time of Sale Disclosure Package (as defined below) nor (B) any issuer free writing prospectus (as defined below), when considered together with the Time of Sale Disclosure Package, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) of the Rules and Regulations, at the First Closing Date or at any Second 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 light of the circumstances under which they were made, not misleading. The representations and warranties in this Section 2(a)(ii) shall not apply to statements in or omissions from any Preliminary Prospectus, the Registration Statement (or any amendment thereto), the Time of Sale Disclosure Package or the Prospectus (or any supplement thereto) made in reliance upon, and in conformity with, written information furnished to the Company by (i) you, or by any Underwriter through you, specifically for use in the preparation of such document, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(f) hereof or (ii) any Selling Stockholder specifically for use in the preparation of such document, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the Selling Stockholder Information).

Accurate Disclosure. The Neither the Registration StatementStatement nor any amendment thereto, at its effective time, at the effective time of each part thereof, at the First Closing Date (as defined below) Time or at any Second Closing Date (as defined below)of Delivery, did not contain and contained, contains or will not contain an untrue statement of a material fact and did not omit and or omitted, omits or will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Time Applicable Time, none of Sale (as defined below), neither (A) the Time of Sale General Disclosure Package (as defined below) nor Package, (B) any issuer free writing prospectus (as defined below)individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale General Disclosure Package and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) of the Rules and Regulations, at the First Closing Date or at any Second 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. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), 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. The representations and warranties in this Section 2(a)(ii) subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the Time of Sale General Disclosure Package Package, any Issuer Limited Use Free Writing Prospectus, any Written Testing the Waters Communication or the Prospectus (or any amendment or supplement thereto) made in reliance upon, upon and in conformity with, with written information furnished to the Company by (i) you, or by any Underwriter through you, specifically the Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the preparation of such document, it being understood first paragraph under the heading “Underwriting–Commissions and agreed that Discounts,” the only such information furnished by any Underwriter consists in the fourth paragraph under the heading “Underwriting–New York Stock Exchange Listing,” the information in the second sentence of the information described as such in Section 6(f) hereof or (ii) any Selling Stockholder specifically for use first paragraph, and in the preparation of such documentsecond, it being understood third and agreed that fourth paragraphs under the only such heading “Underwriting–Price Stabilization, Short Positions and Penalty Bids” and the information furnished by any Selling Stockholder consists of under the Selling Stockholder heading “Underwriting–Electronic Distribution” in each case contained in the General Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. The Neither the Registration StatementStatement nor any amendment thereto, at its effective time, at the effective time of each part thereof, at the First Closing Date (as defined below) Time or at any Second Closing Date (as defined below)of Delivery, did not contain and contained, contains or will not contain an untrue statement of a material fact and did not omit and or omitted, omits or will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Time Applicable Time, none of Sale (as defined below), neither (A) the Time of Sale General Disclosure Package (as defined below) nor Package, (B) any issuer free writing prospectus (as defined below)individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale General Disclosure Package, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements thereinand (C) any individual Written Testing-the-Waters Communication, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any supplement thereto, as of its issue date, at the time of any filing when considered together with the Commission pursuant to Rule 424(b) of the Rules and Regulations, at the First Closing Date or at any Second Closing 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. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), 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. The representations and warranties in this Section 2(a)(ii) subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the Time of Sale General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon, upon and in conformity with, with written information furnished to the Company by (i) you, or by any Underwriter through you, specifically the Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the preparation of such document, it being understood first paragraph under the heading “Underwriters–Commissions and agreed that the only such information furnished by any Underwriter consists of Discounts,” the information described as such in Section 6(f) hereof or (ii) any Selling Stockholder specifically for use in the preparation of such documentfourth paragraph under the heading “Underwriters—Nasdaq Global Market Listing,” the information in the second, it being understood third and agreed that fourth paragraphs under the only such heading “Underwriters–Price Stabilization, Short Positions and Penalty Bids” and the information furnished by any Selling Stockholder consists of under the Selling Stockholder heading “Underwriters–Electronic Distribution” in each case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. The Registration StatementEach Preliminary Prospectus, at the effective time of each part thereof, at filing thereof or the First Closing Date (as defined below) or at any Second Closing Date (as defined below)time of first use within the meaning of the Rules and Regulations, did not contain and will not contain an untrue statement of a material fact and did or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not omit and misleading. Neither the Registration Statement nor any amendment thereto, at the effective time of each part thereof or at the Closing Date (as defined below), contained, contains 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. As of the Time of Sale (as defined below), neither (A) the Time of Sale Disclosure Package (as defined below) nor (B) any issuer free writing prospectus (as defined below), when considered together with the Time of Sale Disclosure Package, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) of the Rules and Regulations, Regulations and at the First Closing Date or at any Second Closing Date, includeddid not include, includes or does not include and will not include an untrue statement of a material fact or omittedfact, omits or and did not omit, does not omit and will not omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The representations and warranties in this Section 2(a)(ii) shall not apply to statements in or omissions from any Preliminary Prospectus, the Registration Statement (or any amendment thereto), the Time of Sale Disclosure Package or the Prospectus (or any supplement thereto) made in reliance upon, and in conformity with, written information furnished to the Company by (i) you, or by any Underwriter through you, specifically for use in the preparation of such document, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(f) hereof or (ii) any Selling Stockholder specifically for use in the preparation of such document, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the Selling Stockholder Information6(e).

Accurate Disclosure. The Registration Statement, at its effective time, on the effective time of each part thereofdate hereof, at the First Closing Date (as defined below) Time or at any Second Closing Date (as defined below)of Delivery, did not contain contain, does not contain, and will not contain an untrue statement of a material fact and did not omit and or omitted, omits or will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As At the Applicable Time and any Date of the Time Delivery, none of Sale (as defined below), neither (A) the Time of Sale General Disclosure Package (as defined below) nor Package, (B) any issuer free writing prospectus (as defined below)individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale General Disclosure Package or (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) of the Rules and Regulations, at the First Closing Date or at any Second 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. As of its issue date and at the time of filing with the Commission pursuant to Rule 424(b), the Prospectus did not and will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and as of the date of any amendment or supplement thereto, as of the Closing Time or at any Date of Delivery, the Prospectus does not or will not include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this Section 2(a)(ii) subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the Time of Sale General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon, upon and in conformity with, with written information furnished to the Company by (i) you, or by any Underwriter through you, specifically the Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the preparation of such document, it being understood first paragraph under the heading “Underwriting–Commissions and agreed that the only such information furnished by any Underwriter consists of Discounts,” the information described as such in Section 6(f) hereof or (ii) any Selling Stockholder specifically for use in the preparation of such documentsecond, it being understood third and agreed 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 most recent preliminary prospectus that is distributed to investors prior to the only such information furnished by any Selling Stockholder consists of Applicable Time and in the Selling Stockholder Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. The Registration Statement, at the time it became effective time of each part thereof, at and on the First Closing Date (as defined below) or at any Second Closing Date (as defined below)date hereof, did not contain and will does not contain an untrue statement of a material fact and did not omit and will not or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Time of Sale (as defined below)Applicable Time, neither (A) the Time of Sale General Disclosure Package (as defined below) nor (B) any issuer free writing prospectus (as defined below)individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale General Disclosure Package, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, date and at the time of any filing with the Commission pursuant to Rule 424(b) of the Rules and Regulations), at the First Closing Date or at any Second Closing Date, included, includes included or will include an untrue statement of a material fact or omitted, omits omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this Section 2(a)(ii) subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto)Statement, the Time of Sale General Disclosure Package or Package, the Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus made in reliance upon, upon and in conformity with, with written information furnished to the Company by (i) you, or by any Underwriter through you, specifically the Representatives expressly for use in the preparation therein. For purposes of such documentthis Agreement, it being understood and agreed that the only such information so furnished by any Underwriter consists of shall be the information described as such in Section 6(f) hereof or [—] (ii) any Selling Stockholder specifically for use in collectively, the preparation of such document, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the Selling Stockholder “Underwriter Information”).

Accurate Disclosure. The Each Preliminary Prospectus, at the time of filing thereof or the time of first use within the meaning of the Rules and Regulations, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Registration StatementStatement nor any amendment thereto, at the effective time of each part thereof, and, as amended or supplemented, if applicable, at the First Closing Date (as defined below) or at any the Second Closing Date (as defined below), did not contain and contained, contains or will not contain an untrue statement of a material fact and did not omit and or omitted, omits or will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Time of Sale (as defined below), neither (A) the Time of Sale Disclosure Package (as defined below) nor (B) any issuer free writing prospectus (as defined below), when considered together with the Time of Sale Disclosure Package, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) of the Rules and Regulations, and, as amended or supplemented, if applicable, at the First Closing Date or at any the Second Closing DateClosing, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The representations and warranties in this Section 2(a)(ii) shall not apply to statements in or omissions from any Preliminary Prospectus, the Registration Statement (or any amendment thereto), the Time of Sale Disclosure Package or the Prospectus (or any supplement thereto) made in reliance upon, and in conformity with, written information furnished to the Company by (i) youthe Representative, or by any Underwriter through youthe Representative, specifically for use in the preparation of such document, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(f) hereof or (ii) any Selling Stockholder specifically for use in the preparation of such document, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the Selling Stockholder Information6(e).

Accurate Disclosure. The Neither the Registration StatementStatement nor any amendment thereto, at its effective time, on the date hereof, at the effective time of each part thereof, at the First Closing Date (as defined below) Time or at any Second Closing Date (as defined below)of Delivery, did not contain and contained, contains or will not contain an untrue statement of a material fact and did not omit and or omitted, omits or will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As At the Applicable Time and any Date of Delivery, neither (A) the Time of Sale General Disclosure Package nor (B) any individual Written Testing-the-Waters Communication or Marketing Materials (as defined below), neither (A) the Time of Sale Disclosure Package (as defined below) nor (B) any issuer free writing prospectus (as defined below)if any, when considered together with the Time of Sale General Disclosure Package, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) of the Rules and Regulations, at the First Closing Date or at any Second 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. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), 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. The representations and warranties in this Section 2(a)(ii) subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the Time of Sale General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon, upon and in conformity with, with written information furnished to the Company by (i) you, or by any Underwriter through you, specifically the Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the preparation of such document, it being understood [first paragraph under the heading “Underwriting–Commissions and agreed that the only such information furnished by any Underwriter consists of Discounts,” the information described as such in Section 6(f) hereof or (ii) any Selling Stockholder specifically for use in the preparation of such documentsecond and third paragraphs under the heading “Underwriting–Price Stabilization and Short Positions” and the information under the heading “Underwriting–Electronic Distribution”, it being understood and agreed that in each case contained in the only such information furnished by any Selling Stockholder consists of Prospectus (collectively, the Selling Stockholder “Underwriter Information”).

Accurate Disclosure. The Each Preliminary Prospectus, at the time of filing thereof or the time of first use within the meaning of the Rules and Regulations, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Registration StatementStatement nor any amendment thereto, at the effective time of each part thereof, at the First Closing Date (as defined below) contained, contains or at any Second Closing Date (as defined below), did not contain and will not contain an untrue statement of a material fact and did not omit and or omitted, omits or will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Time of Sale (as defined below), neither (A) the Time of Sale Disclosure Package (as defined below) nor (B) any issuer free writing prospectus (as defined below), when considered together with the Time of Sale Disclosure Package, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) of the Rules and Regulations, at the First Closing Date or at any Second 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 light of the circumstances under which they were made, not misleading. The representations and warranties in this Section 2(a)(ii) shall not apply to statements in or omissions from any Preliminary Prospectus, the Registration Statement (or any amendment thereto), the Time of Sale Disclosure Package or the Prospectus (or any supplement thereto) made in reliance upon, and in conformity with, written information furnished to the Company by (i) you, or by any Underwriter through you, specifically for use in the preparation of such document, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(f) hereof or (ii) any Selling Stockholder specifically for use in the preparation of such document, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the Selling Stockholder Information).

Accurate Disclosure. The Neither the Registration StatementStatement nor any amendment thereto, at the its effective time of each part thereoftime, or at the First Closing Date (as defined below) Time, contained, contains or at any Second Closing Date (as defined below), did not contain and will not contain an untrue statement of a material fact and did not omit and or omitted, omits or will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Time of Sale (as defined below), neither (A) the The Time of Sale Disclosure Package (did not, as defined below) nor (B) any issuer free writing prospectus (as defined below), when considered together with of the Time of Sale Disclosure PackageSale, included include an untrue statement of a material fact or omitted omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue datedate or date of first use within the meaning of the Rules and Regulations, at the time of any filing with the Commission pursuant to Rule 424(b) of under the Rules and RegulationsSecurities Act, or at the First Closing Date or at any Second Closing 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 representations and warranties in this Section 2(a)(ii) subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the Time of Sale Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon, upon and in conformity with, with written information furnished to the Company by (i) you, or by any the Underwriter through you, specifically expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information under the heading “Underwriting—Electronic Distribution” contained in the preparation of such document, it being understood and agreed that Prospectus (the only such information furnished by any “Underwriter consists of the information described as such in Section 6(f) hereof or (ii) any Selling Stockholder specifically for use in the preparation of such document, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the Selling Stockholder Information”).

Accurate Disclosure. The Each Preliminary Prospectus, at the time of filing thereof or the time of first use within the meaning of the Rules and Regulations, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Registration StatementStatement nor any amendment thereto, at the effective time of each part thereof, at the First Closing Date (as defined below) or at any the Second Closing Date (as defined below), did not contain and contained, contains or will not contain an untrue statement of a material fact and did not omit and or omitted, omits or will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Time of Sale (as defined below), neither (A) the Time of Sale Disclosure Package (as defined below) nor (B) any issuer free writing prospectus (as defined below), when considered together with the Time of Sale Disclosure Package, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) of the Rules and Regulations, at the First Closing Date or at any the Second 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 light of the circumstances under which they were made, not misleading. The representations and warranties in this Section 2(a)(ii) shall not apply to statements in or omissions from any Preliminary Prospectus, the Registration Statement (or any amendment thereto), the Time of Sale Disclosure Package or the Prospectus (or any supplement thereto) made in reliance upon, and in conformity with, written information furnished to the Company by (i) you, or by any Underwriter through you, the Representative on behalf of the several Underwriters specifically for use in the preparation of such document, it being understood and agreed that the only such information furnished by any Underwriter the Representative on behalf of the several Underwriters consists of the information described as such in Section 6(f) hereof or (ii) any Selling Stockholder specifically for use in the preparation of such document, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the Selling Stockholder Information6(e).

Accurate Disclosure. The Neither the Registration StatementStatement nor any post-effective amendment thereto, at the effective time of each part thereofrespective times it became effective, at the First Closing Date (as defined below) Time or at any Second Closing Date (as defined below)of Delivery, did not contain and contained, contains or will not contain an untrue statement of a material fact and did not omit and or omitted, omits or will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As At the Applicable Time, at the Closing Time and at each Date of the Time of Sale (as defined below)Delivery, if any, neither (A) the Time of Sale General Disclosure Package (as defined below) nor (B) any issuer free writing prospectus (as defined below)individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale General Disclosure Package, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) of the Rules and Regulations, at the First Closing Date or at any Second 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. 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 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. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Prospectus and the General Disclosure Package, when they were filed with the Commission, conformed in all material respects to the requirements of the 1934 Act and the 1934 Act Regulations, and none of such documents contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Registration Statement, the Prospectus or the General Disclosure Package, when such documents are filed with the Commission, will conform in all material respects to the requirements of the 1934 Act and the 1934 Act Regulations and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Transaction Entities filed the Registration Statement with the Commission before using any free writing prospectus, and each free writing prospectus was preceded or accompanied by the Prospectus satisfying the requirements of Section 10 under the 1933 Act. The representations and warranties in this Section 2(a)(ii1(a)(ii) shall not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), or (ii) statements in or omissions from the Registration Statement (or any amendment thereto), the Time of Sale General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon, upon and in conformity with, with written information furnished to the Company by (i) you, or Transaction Entities by any Underwriter through you, specifically the Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished are (i) the concession and reallowance figures appearing in the preparation of such document, it being understood Prospectus in the section entitled “Underwriting” and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(f) hereof or (ii) any Selling Stockholder specifically for use the seventh and eighth paragraphs appearing in the preparation of such documentProspectus in the section entitled “Underwriting” relating to stabilization transactions, it being understood and agreed that over-allotment transactions, syndicate covering transactions and, if applicable, penalty bids in which the only such information furnished by any Selling Stockholder consists of Underwriters may engage (collectively, the Selling Stockholder “Underwriter Information”).

Accurate Disclosure. The Neither the Registration StatementStatement nor any amendment thereto, at its effective time, at the effective time of each part thereof, at the First Closing Date (as defined below) Time or at any Second Closing Date (as defined below)of Delivery, did not contain and contained, contains or will not contain an untrue statement of a material fact and did not omit and or omitted, omits or will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Time Applicable Time, none of Sale (as defined below), neither (A) the Time of Sale General Disclosure Package (as defined below) nor Package, (B) any issuer free writing prospectus (as defined below)individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale General Disclosure Package, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements thereinand (C) any individual Written Testing-the-Waters Communication, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any supplement thereto, as of its issue date, at the time of any filing when considered together with the Commission pursuant to Rule 424(b) of the Rules and Regulations, at the First Closing Date or at any Second Closing 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. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), 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. The representations and warranties in this Section 2(a)(ii) subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the Time of Sale General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon, upon and in conformity with, with written information furnished to the Company by (i) you, or by any Underwriter through you, specifically the Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the preparation of such document, it being understood first paragraph under the heading “Underwriters–Commissions and agreed that the only such information furnished by any Underwriter consists of Discounts,” the information described as such in Section 6(f) hereof or (ii) any Selling Stockholder specifically for use under the heading “Underwriters – Passive Market Making,” the information in the preparation of such documentsecond, it being understood third and agreed that fourth paragraphs under the only such heading “Underwriters–Price Stabilization, Short Positions and Penalty Bids” and the information furnished by any Selling Stockholder consists of under the Selling Stockholder heading “Underwriters–Electronic Distribution” in each case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. The Neither the Registration StatementStatement nor any post-effective amendment thereto, at the effective time of each part thereofrespective times it became effective, at the First Closing Date (as defined below) Time or at any Second Closing Date (as defined below)of Delivery, did not contain and contained, contains or will not contain an untrue statement of a material fact and did not omit and or omitted, omits or will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As At the Applicable Time, at the Closing Time and at each Date of the Time of Sale (as defined below)Delivery, if any, neither (A) the Time of Sale General Disclosure Package (as defined below) nor (B) any issuer free writing prospectus (as defined below)individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale General Disclosure Package, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) of the Rules and Regulations, at the First Closing Date or at any Second 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. 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 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. As of the time of the filing of the Final Term Sheet (as defined in Section 3(a)(ii)), the General Disclosure Package, when considered together with the Final Term Sheet, will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this Section 2(a)(ii1(a)(ii) shall not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act or (ii) statements in or omissions from the Registration Statement (or any amendment thereto), the Time of Sale General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon, upon and in conformity with, with written information furnished to the Company by (i) you, or Operating Partnership by any Underwriter through you, specifically the Representative expressly for use therein. For purposes of this Agreement, the only information so furnished are (i) the concession and reallowance figures appearing in the preparation of such document, it being understood Prospectus in the section entitled “Underwriting” and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(f) hereof or (ii) any Selling Stockholder specifically for use the seventh and eighth paragraphs appearing in the preparation of such documentProspectus in the section entitled “Underwriting” relating to stabilization transactions, it being understood and agreed that over-allotment transactions, syndicate covering transactions and, if applicable, penalty bids in which the only such information furnished by any Selling Stockholder consists of Underwriters may engage (collectively, the Selling Stockholder “Underwriter Information”).

Accurate Disclosure. The Neither the Registration StatementStatement nor any amendment thereto, at its effective time, at the effective time of each part thereof, at the First Closing Date (as defined below) Time or at any Second Closing Date (as defined below)of Delivery, did not contain and contained, contains or will not contain an untrue statement of a material fact and did not omit and or omitted, omits or will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Time Applicable Time, none of Sale (as defined below), neither (A) the Time of Sale General Disclosure Package (as defined below) nor Package, (B) any issuer free writing prospectus (as defined below)individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale General Disclosure Package and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) of the Rules and Regulations, at the First Closing Date or at any Second 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. 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 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. The representations and warranties in this Section 2(a)(ii) subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the Time of Sale General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon, upon and in conformity with, with written information furnished to the Company by (i) you, or by any Underwriter through you, specifically the Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information relating to concessions in the preparation of such document, it being understood first paragraph under the heading “Underwriting–Commissions and agreed that the only such information furnished by any Underwriter consists of Discounts,” the information described as such in Section 6(f) hereof or (ii) any Selling Stockholder specifically for use in the preparation of [ ● ] 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 such documentRegistration Statement, it being understood and agreed that General Disclosure Package or the only such information furnished by any Selling Stockholder consists of Prospectus] (collectively, the Selling Stockholder “Underwriter Information”).

Accurate Disclosure. The Registration StatementPricing Disclosure Package did not, at as of the effective time of each part thereofApplicable Time, at the First Closing Date (as defined below) or at any Second Closing Date (as defined below), did not contain and will not contain an untrue statement of a material fact and did not omit and will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Time of Sale (as defined below), neither (A) the Time of Sale Disclosure Package (as defined below) nor (B) any issuer free writing prospectus (as defined below), when considered together with the Time of Sale Disclosure Package, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) of the Rules and Regulations, at the First Closing Date or at any Second 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 made therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this Section 2(a)(ii) shall not apply ; provided that no representation or warranty is made as to statements information contained in or omissions omitted from the Registration Statement (or any amendment thereto), the Time of Sale Pricing Disclosure Package or the Prospectus (or any supplement thereto) made in reliance upon, upon and in conformity with, with written information furnished to the Company through Xxxxxxx, Xxxxx & Co., as representative of the Initial Purchasers (the “Representative”) by (i) you, or by on behalf of any Underwriter through you, Initial Purchaser specifically for use inclusion therein, which information is specified in Section 9(e). The Offering Memorandum will not, as of its date, as of the Closing Date, and as of any Option Closing Date (as defined in Section 4(a) herein), if applicable, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the preparation light of such documentthe circumstances under which they were made, it being understood not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Offering Memorandum in reliance upon and agreed that the only such in conformity with written information furnished to the Company through the Representative by or on behalf of any Underwriter consists Initial Purchaser specifically for inclusion therein, which information is specified in Section 9(e). The February 11, 2011 draft of the Preliminary Offering Memorandum provided to certain investors prior to the date of the Preliminary Offering Memorandum and the use of which has been consented to by the Company (the “Pre-Launch Offering Document”) does not conflict with the information described contained in the Preliminary Offering Memorandum and, as such supplemented by and taken together with the Pricing Disclosure Package, did not, as of the Applicable Time, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading; provided that no representation or warranty is made as to information contained in or omitted from the Pre-Launch Offering Document in reliance upon and in conformity with written information furnished to the Company through the Representative by or on behalf of any Initial Purchaser specifically for inclusion therein, which information is specified in Section 6(f) hereof or (ii) any Selling Stockholder specifically for use in the preparation of such document, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the Selling Stockholder Information9(e).

Accurate Disclosure. The Neither the Registration StatementStatement nor any amendment thereto, at its effective time, at the effective time of each part thereof, at the First Closing Date (as defined below) Time or at any Second Closing Date (as defined below)of Delivery, did not contain and contained, contains or will not contain an untrue statement of a material fact and did not omit and or omitted, omits or will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Time Applicable Time, none of Sale (as defined below), neither (A) the Time of Sale General Disclosure Package (as defined below) nor Package, (B) any issuer free writing prospectus (as defined below)individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale General Disclosure Package and (C) and individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) of the Rules and Regulations, at the First Closing Date or at any Second 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. 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 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. The representations and warranties in this Section 2(a)(ii) subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the Time of Sale General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon, upon and in conformity with, with written information furnished to the Company by (i) you, or by any Underwriter through you, specifically the Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the preparation of such document, it being understood first paragraph under the heading “Underwriting–Commissions and agreed that the only such information furnished by any Underwriter consists of Discounts,” the information described as such in Section 6(f) hereof or (ii) any Selling Stockholder specifically for use in the preparation of such documentsecond, it being understood third and agreed that fourth paragraphs under the only such heading “Underwriting–Price Stabilization, Short Positions and Penalty Bids” and the information furnished by any Selling Stockholder consists of under the Selling Stockholder heading “Underwriting–Electronic Distribution” in each case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. The As of the time any part of the Registration Statement (or any post-effective amendment thereto, including a Rule 462(b) Registration Statement) became effective, at upon the effective time filing or first use within the meaning of each part thereof, the Rules and Regulations of the Prospectus (or any supplement to the Prospectus) and at the First Closing Date (as defined below) or at any and Second Closing Date (as defined belowhereinafter defined), (A) the Registration Statement and the Prospectus (in each case, as so amended and/or supplemented) conformed or will conform in all material respects to the requirements of the Act and the Rules and Regulations, (B) the Registration Statement (as so amended) did not contain and or will not contain include an untrue statement of a material fact and did not omit and will not or omit to state a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances under which they were made not misleading. As of , and (C) the Time of Sale Prospectus (as defined below), neither (Aso supplemented) the Time of Sale Disclosure Package (as defined below) nor (B) any issuer free writing prospectus (as defined below), when considered together with the Time of Sale Disclosure Package, included did not or will not include an untrue statement of a material fact or omitted omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are or were made, not misleading. Neither ; except that the Prospectus nor any supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) of the Rules and Regulations, at the First Closing Date or at any Second 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 light of the circumstances under which they were made, not misleading. The representations and warranties in this Section 2(a)(ii) foregoing shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the Time of Sale Disclosure Package or the Prospectus (or any supplement thereto) made such document in reliance upon, and in conformity with, written information furnished to the Company by (i) you, or by any Underwriter through you, specifically for use in the preparation of such documentthereof, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(f) hereof ). The Time of Sale Disclosure Package did not, does not and will not include as of the Time of Sale any untrue statement of a material fact or (ii) omit or omitted as of the Time of Sale to state any Selling Stockholder material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from any Preliminary Prospectus included in the Registration Statement or any statements in or omissions from any such document in reliance upon, an in conformity with, written information furnished to the Company by you, or by any Underwriter through you, specifically for use in the preparation of such documentthereof, it being understood and agreed that the only such information furnished by any Selling Stockholder Underwriter consists of the Selling Stockholder Information.information described as such in Section 6(f). As used in this paragraph and elsewhere in this Agreement:

Accurate Disclosure. The Neither the Registration StatementStatement nor any amendment thereto, at its effective time, at the effective time of each part thereof, at the First Closing Date (as defined below) Time or at any Second Closing Date (as defined below)of Delivery, did not contain and contained, contains or will not contain an untrue statement of a material fact and did not omit and or omitted, omits or will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Time Applicable Time, none of Sale (as defined below), neither (A) the Time of Sale General Disclosure Package (as defined below) nor Package, (B) any issuer free writing prospectus (as defined below)individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale General Disclosure Package, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements thereinnor (C) any individual Written Testing-the-Waters Communication, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any supplement thereto, as of its issue date, at the time of any filing when considered together with the Commission pursuant to Rule 424(b) of the Rules and Regulations, at the First Closing Date or at any Second Closing 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. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), 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. The representations and warranties in this Section 2(a)(ii) subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the Time of Sale General Disclosure Package or the Prospectus (or any amendment or supplement thereto, including any prospectus wrapper) made in reliance upon, upon and in conformity with, with written information furnished to the Company by (i) you, or by any Underwriter through you, specifically the Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the preparation of such document[ , it being understood and agreed that ] paragraphs under the only such information furnished by any Section “Underwriting” in each case contained therein (collectively, the “Underwriter consists of the information described as such in Section 6(f) hereof or (ii) any Selling Stockholder specifically for use in the preparation of such document, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the Selling Stockholder Information”).

Accurate Disclosure. The Neither the Registration StatementStatement nor any amendment thereto, at its effective time, at the effective time of each part thereof, at the First Closing Date (as defined below) Time or at any Second Closing Date (as defined below)of Delivery, did not contain and contained, contains or will not contain an untrue statement of a material fact and did not omit and or omitted, omits or will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Time Applicable Time, none of Sale (as defined below), neither (A) the Time of Sale General Disclosure Package (as defined below) nor Package, (B) any issuer free writing prospectus (as defined below)individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale General Disclosure Package, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements thereinnor (C) any individual Written Testing-the-Waters Communication, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any supplement thereto, as of its issue date, at the time of any filing when considered together with the Commission pursuant to Rule 424(b) of the Rules and Regulations, at the First Closing Date or at any Second Closing 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. 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 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. The representations and warranties in this Section 2(a)(ii) subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the Time of Sale General Disclosure Package or the Prospectus (or any amendment or supplement thereto, including any prospectus wrapper) made in reliance upon, upon and in conformity with, with written information furnished to the Company by (i) you, or by any Underwriter through you, specifically the Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in [•] in each case contained in the preparation of such documentProspectus (collectively, it being understood and agreed that the only such information furnished by any “Underwriter consists of the information described as such in Section 6(f) hereof or (ii) any Selling Stockholder specifically for use in the preparation of such document, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the Selling Stockholder Information”).

Accurate Disclosure. The Neither the Registration StatementStatement nor any post-effective amendment thereto, at the effective time it became effective, the date hereof, the Closing Time or any Date of each part thereofDelivery, at the First Closing Date (as defined below) contained, contains or at any Second Closing Date (as defined below), did not contain and will not contain an untrue statement of a material fact and did not omit and or omitted, omits or will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As At the Applicable Time, the Closing Time and each Date of the Time of Sale (as defined below)Delivery, if any, neither (A) the Time of Sale General Disclosure Package (as defined below) nor (B) any issuer free writing prospectus (as defined below)individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale General Disclosure Package, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) of the Rules and Regulations, at the First Closing Date or at any Second 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. Neither the Prospectus nor any amendment or supplement thereto [(including any prospectus wrapper)], at its issue date, the time of any filing with the Commission pursuant to Rule 424(b), the Closing Time 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. The representations and warranties in this Section 2(a)(ii1(a)(ii) shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), ) or the Time of Sale General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon, upon and in conformity with, with written information furnished to the Company by (i) you, or by any Underwriter through you, specifically the Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the preparation of such document, it being understood first paragraph under the heading “Underwriting—Commissions and agreed that the only such information furnished by any Underwriter consists of Discounts,” the information described as such in Section 6(f) hereof or (ii) any Selling Stockholder specifically for use in the preparation of such documentsecond and third paragraphs under the heading “Underwriting—Price Stabilization, it being understood Short Positions and agreed that Penalty Bids” and the only such information furnished by any Selling Stockholder consists of under the Selling Stockholder heading “Underwriting—Electronic Distribution”, in each case contained in the Registration Statement, the General Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. The Neither the Registration StatementStatement nor any amendment thereto, at the its effective time of each part thereof, or at the First Closing Date (as defined below) Time, contained, contains or at any Second Closing Date (as defined below), did not contain and will not contain an untrue statement of a material fact and did not omit and or omitted, omits or will not omit to state a material fact required to be stated therein or necessary to make the statements therein therein, not misleading. As of the Time Applicable Time, none of Sale (as defined below)the General Disclosure Package, neither (A) the Time of Sale Disclosure Package (as defined below) nor (B) any issuer free writing prospectus (as defined below)individual preliminary prospectus, when considered together with the Time of Sale General Disclosure Package, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) of the Rules and Regulations, at the First Closing Date or at any Second 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. Neither the Prospectus nor any amendment or supplement thereto, as of their respective date(s), at the time of any filing with the Commission pursuant to Rule 424(b) or at the Closing Time, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this Section 2(a)(ii) subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the Time of Sale General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon, upon and in conformity with, with written information furnished to the Company by (i) you, or by any Underwriter through you, specifically a Representative expressly for use therein (collectively, the “Underwriter Information”). For purposes of this Agreement, the only Underwriter Information shall be (A) the concession and reallowance amounts appearing in the preparation of such document, it being understood third paragraph under the heading “Underwriting—Commissions and agreed that the only such information furnished by any Underwriter consists of Discounts,” (B) the information described as such in Section 6(f“Underwriting—Price Stabilization, Short Positions” and (C) hereof or (ii) any Selling Stockholder specifically for use the information in “Underwriting—Principal Business Addresses”, in each case, in the preparation of such document, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the Selling Stockholder InformationProspectus.

Accurate Disclosure. The Neither the Registration StatementStatement nor any amendment thereto, at its effective time, at the effective time of each part thereof, at the First Closing Date (as defined below) Time or at any Second Closing Date (as defined below)of Delivery, did not contain and contained, contains or will not contain an untrue statement of a material fact and did not omit and or omitted, omits or will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Time Applicable Time, none of Sale (as defined below), neither (A) the Time of Sale General Disclosure Package (as defined below) nor Package, (B) any issuer free writing prospectus (as defined below)individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale General Disclosure Package and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) of the Rules and Regulations, at the First Closing Date or at any Second 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. 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 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. The representations and warranties in this Section 2(a)(ii) subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the Time of Sale General Disclosure Package or Package, the Prospectus (or any amendment or supplement thereto) or any Issuer Limited Use Free Writing Prospectus made in reliance upon, upon and in conformity with, with written information furnished to the Company by (i) you, or by any Underwriter through you, specifically Xxxxxxx Xxxxx expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the preparation of such document, it being understood first paragraph under the heading “Underwriting—Commissions and agreed that the only such information furnished by any Underwriter consists of Discounts,” the information described as such in Section 6(f) hereof or (ii) any Selling Stockholder specifically for use in the preparation of such documentsecond, it being understood third and agreed that fourth paragraphs under the only such heading “Underwriting—Price Stabilization, Short Positions and Penalty Bids” and the information furnished by any Selling Stockholder consists of under the Selling Stockholder heading “Underwriting–Electronic Distribution” in each case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. The Neither the Registration StatementStatement nor any amendment thereto, at the its effective time of each part thereof, or at the First Closing Date (as defined below) Time, contained, contains or at any Second Closing Date (as defined below), did not contain and will not contain an untrue statement of a material fact and did not omit and or omitted, omits or will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Time of Sale (as defined below)Applicable Time, neither (A) the Time of Sale General Disclosure Package (as defined below) nor (B) any issuer free writing prospectus (as defined below), individual Issuer Limited Use Free Writing Prospectus when considered together with the Time of Sale General Disclosure Package, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) of the Rules and Regulations, at the First Closing Date or at any Second 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. 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 Closing Time, will include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this Section 2(a)(ii) subsection shall not apply to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) under the 1939 Act of the Trustee or (ii) statements in or omissions from the Registration Statement (or any amendment thereto), the Time of Sale General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon, upon and in conformity with, with written information furnished to the Company by any Underwriter expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information (i) you, or by any Underwriter through you, specifically for use in the preparation first paragraph under the heading “Underwriting (Conflicts of such documentInterest)–Commissions and Discounts” in the Prospectus, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(f) hereof or (ii) any Selling Stockholder specifically for use in the preparation of such document, it being understood third and agreed that the only such information furnished by any Selling Stockholder consists fourth sentences of the Selling Stockholder first paragraph under the heading “Underwriting (Conflicts of Interest)–New Issue of Notes” in the Prospectus and (iii) in the first sentence of the first paragraph and the second paragraph under the heading “Underwriting (Conflicts of Interest)–Short Positions and Price Stabilization” in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. The Each Preliminary Prospectus, at the time of filing thereof or the time of first use within the meaning of the Rules and Regulations, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Registration Statement nor any amendment thereto nor any Blue Sky Registration Statement, at the effective time of each part thereof, at the First Closing Date (as defined below) or at any Second Closing Date (as defined below), did not contain and contained, contains or will not contain an untrue statement of a material fact and did not omit and or omitted, omits or will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Time of Sale (as defined below), neither (A) the Time of Sale Disclosure Package (as defined below) nor (B) any issuer free writing prospectus (as defined below), when considered together with the Time of Sale Disclosure Package, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) of the Rules and Regulations, at the First Closing Date or at any Second 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 light of the circumstances under which they were made, not misleading. The representations and warranties in this Section 2(a)(ii) shall not apply to statements in or omissions from any Preliminary Prospectus, the Registration Statement (or any amendment thereto), the Time of Sale Disclosure Package or the Prospectus (or any supplement thereto) made in reliance upon, and in conformity with, written information furnished to the Company by (i) you, or by any Underwriter through you, the Underwriters specifically for use in the preparation of such document, it being understood and agreed that the only such information furnished by any Underwriter the Underwriters consists of the information described as such in Section 6(f) hereof or (ii) any Selling Stockholder specifically for use in the preparation of such document, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the Selling Stockholder Information6(e).

Accurate Disclosure. The Neither the Registration StatementStatement nor any post-effective amendment thereto, at the effective time of each part thereofrespective times it became effective, at the First Closing Date (as defined below) Time or at any Second Closing Date (as defined below)of Delivery, did not contain and contained, contains or will not contain an untrue statement of a material fact and did not omit and or omitted, omits or will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As At the Applicable Time, at the Closing Time and at each Date of the Time of Sale (as defined below)Delivery, if any, neither (A) the Time of Sale General Disclosure Package (as defined below) nor (B) any issuer free writing prospectus (as defined below)individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale General Disclosure Package, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) of the Rules and Regulations, at the First Closing Date or at any Second 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. 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 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. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Prospectus and the General Disclosure Package, when they were filed with the Commission conformed in all material respects to the requirements of the 1934 Act and the 1934 Act Regulations, and none of such documents contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Registration Statement, the Prospectus or the General Disclosure Package, when such documents are filed with the Commission, will conform in all material respects to the requirements of the 1934 Act and the 1934 Act Regulations and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company filed the Registration Statement with the Commission before using any free writing prospectus and each free writing prospectus was preceded or accompanied by the Prospectus satisfying the requirements of Section 10 under the 1933 Act. The representations and warranties in this Section 2(a)(ii1(a)(ii) shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the Time of Sale General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon, upon and in conformity with, with written information furnished to the Company by (i) you, or Transaction Entities by any Underwriter through you, specifically the Representative expressly for use therein. For purposes of this Agreement, the only information so furnished are (i) the concessions appearing in the preparation of such documentProspectus in the section entitled “Underwriting—Commissions and Discounts”, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(f) hereof or (ii) any Selling Stockholder specifically for use the second paragraph appearing in the preparation Prospectus in the section entitled “Underwriting—Price Stabilization, Short Positions” relating to stabilization transactions and syndicate covering transactions and (iii) the paragraph appearing in the Prospectus in the section entitled Underwriting—Conflicts of such documentInterest”. (collectively, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the Selling Stockholder “Underwriter Information”).

Accurate Disclosure. The Neither the Registration StatementStatement nor any amendment thereto, at the its effective time of each part thereof, or at the First Closing Date (as defined below) Time, contained, contains or at any Second Closing Date (as defined below), did not contain and will not contain an untrue statement of a material fact and did not omit and or omitted, omits or will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Time of Sale (as defined below)Applicable Time, neither (A) the Time of Sale General Disclosure Package (as defined below) nor (B) any issuer free writing prospectus (as defined below)individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale General Disclosure Package, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) of the Rules and Regulations, at the First Closing Date or at any Second 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. 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 Closing Time, will include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this Section 2(a)(ii) subsection shall not apply to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) under the 1939 Act of the Trustee or (ii) statements in or omissions from the Registration Statement (or any amendment thereto), the Time of Sale General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon, upon and in conformity with, with written information furnished to the Company by (i) you, or by any Underwriter through you, specifically expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the preparation of such document, it being understood first paragraph under the heading “Underwriting–Commissions and agreed that Discounts” and the only such information furnished by any Underwriter consists in the first sentence of the information described as such in Section 6(f) hereof or (ii) any Selling Stockholder specifically for use first paragraph and the second paragraph under the heading “Underwriting–Short Positions” in the preparation of such documentProspectus (collectively, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the Selling Stockholder “Underwriter Information”).

Accurate Disclosure. The Neither the Registration StatementStatement nor any amendment thereto, at its effective time, at the effective time of each part thereof, at the First Closing Date (as defined below) Time or at any Second Closing Date (as defined below)of Delivery, did not contain and contained, contains or will not contain an untrue statement of a material fact and did not omit and or omitted, omits or will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Time Applicable Time, none of Sale (as defined below), neither (A) the Time of Sale General Disclosure Package (as defined below) nor Package, (B) any issuer free writing prospectus (as defined below)individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale General Disclosure Package and (C) individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) of the Rules and Regulations, at the First Closing Date or at any Second 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. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), 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. The representations and warranties in this Section 2(a)(ii) subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the Time of Sale General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon, upon and in conformity with, with written information furnished to the Company by (i) you, or by any Underwriter through you, specifically the Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the preparation of such document, it being understood and agreed that the only such information furnished by any Underwriter consists second sentence of the fourth paragraph under the heading “Underwriting,” the first paragraph under the heading “Underwriting—Commissions and Discounts,” the information described as such in Section 6(f) hereof or (ii) any Selling Stockholder specifically for use in the preparation of such document, it being understood and agreed that the only such information furnished by any Selling Stockholder consists second sentence of the Selling Stockholder first paragraph, and 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 “Underwriter Information”).

Accurate Disclosure. The Neither the Registration StatementStatement nor any amendment thereto, at its effective time, at the effective time of each part thereof, at the First Closing Date (as defined below) Time or at any Second Closing Date (as defined below)of Delivery, did not contain and contained, contains or will not contain an untrue statement of a material fact and did not omit and or omitted, omits or will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Time Applicable Time, none of Sale (as defined below), neither (A) the Time of Sale General Disclosure Package (as defined below) nor Package, (B) any issuer free writing prospectus (as defined below)individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale General Disclosure Package, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements thereinand (C) any individual Written Testing-the-Waters Communication, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any supplement thereto, as of its issue date, at the time of any filing when considered together with the Commission pursuant to Rule 424(b) of the Rules and Regulations, at the First Closing Date or at any Second Closing 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. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), 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. The representations and warranties in this Section 2(a)(ii) subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the Time of Sale General Disclosure Package Package, any Issuer Limited Use Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) made in reliance upon, upon and in conformity with, with written information furnished to the Company by (i) you, or by any Underwriter through you, specifically Xxxxxxx Xxxxx expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the preparation of such document, it being understood first paragraph under the heading “Underwriting–Commissions and agreed that the only such information furnished by any Underwriter consists of Discounts,” the information described as such in Section 6(f) hereof or (ii) any Selling Stockholder specifically for use in the preparation of such documentsecond, it being understood third and agreed that fourth paragraphs under the only such heading “Underwriting–Price Stabilization, Short Positions and Penalty Bids” and the information furnished by any Selling Stockholder consists of under the Selling Stockholder heading “Underwriting–Electronic Distribution,” in each case, contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. (i) The Registration Statement, at the effective time of each part thereof, at the First Closing Date (as defined below) or at any Second Closing Date (as defined below)when it became effective, did not contain and and, as amended or supplemented, if applicable, will not as of the date of such amendment or supplement contain an any untrue statement of a material fact and did not omit and will not or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Time of Sale , (as defined below), neither (Aii) the Time of Sale Disclosure Package (as defined below) nor (B) any issuer free writing prospectus (as defined below)Prospectus does not, and at the time of each sale of the Shares in connection with the offering when considered together with the Prospectus is not yet available to prospective purchasers, the Time of Sale Disclosure PackageProspectus, included an as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omitted omit to state 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 supplement thereto, as of its issue date(iii) each broadly available road show, at the time of any filing if any, when considered together with the Commission pursuant to Rule 424(b) Time of the Rules and RegulationsSale Prospectus, at the First Closing Date or at does not contain any Second 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 and (iv) the Prospectus as amended or supplemented, if applicable, as of its date and as of each Closing Date (as defined below) does not and will not, as applicable, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The , except that the representations and warranties set forth above in this Section 2(a)(ii) shall paragraph do not apply to statements in or omissions from in the Registration Statement (or any amendment thereto)Statement, the Time of Sale Disclosure Package Prospectus or the Prospectus (or any supplement thereto) made in reliance upon, and in conformity with, written information furnished to the Company by (i) you, or by any Underwriter through you, specifically the Underwriters expressly for use in therein, which information the preparation of such document, it being understood and agreed that parties hereto agree is limited to the only such information furnished by any Underwriter consists of the information described Underwriters’ Information (as such defined in Section 6(f) hereof or (ii) any Selling Stockholder specifically for use in the preparation of such document, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the Selling Stockholder Information17).

Accurate Disclosure. The None of the Registration Statement, at the any Rule 462(b) Registration Statement or any post-effective time of each part thereofamendment and supplement thereto, at the First respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendments and supplements thereto became effective, at the Closing Date (as defined below) and at each Date of Delivery, contained, contains or at any Second Closing Date (as defined below), did not contain and will not contain an untrue statement of a material fact and did not omit and or omitted, omits or will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Time of Sale (as defined below), neither (A) the Time of Sale Disclosure Package (as defined below) nor (B) any issuer free writing prospectus (as defined below), when considered together with the Time of Sale Disclosure Package, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) of the Rules and Regulations), at the First Closing Date or and at any Second Closing Dateeach 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. As of the date hereof, at the Closing Date and at each Date of Delivery, neither (i) the General Disclosure Package nor (ii) any individual Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include any untrue statement of a material fact or omitted, omits or will omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations representations, warranties and warranties agreements in this Section 2(a)(iiSections 3(a), 3(b), 3(c) and 3(uu) shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), including the Time of Sale Rule 430A Information, the General Disclosure Package Package, any individual Issuer Free Writing Prospectus or the Prospectus (or any supplement thereto) made in reliance upon, upon and in conformity with, with written information furnished to the Company by (i) you, or by any Underwriter through you, specifically the Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information under the heading “Underwriting” in the preparation of such documentRegistration Statement, it being understood and agreed that the only such information furnished by any General Disclosure Package or the Prospectus (collectively, the “Underwriter consists of the information described as such in Section 6(f) hereof or (ii) any Selling Stockholder specifically for use in the preparation of such document, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the Selling Stockholder Information”).

Accurate Disclosure. The Each Preliminary Prospectus, at the time of filing thereof or the time of first use within the meaning of the Rules and Regulations did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Registration StatementStatement nor any amendment thereto, at the effective time of each part thereof, at the First Closing Date (as defined below) or at any Second Closing Date (as defined below), did not contain and contained, contains or will not contain an untrue statement of a material fact and did not omit and or omitted, omits or will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Time of Sale (as defined below), neither (A) the Time of Sale Disclosure Package (as defined below) nor (B) any issuer free writing prospectus (as defined below), when considered together with the Time of Sale Disclosure Package, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) of the Rules and Regulations, or at the First Closing Date or at any Second 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 light of the circumstances under which they were made, not misleading. The representations and warranties in this Section 2(a)(ii) shall not apply to statements in or omissions from any Preliminary Prospectus, the Registration Statement (or any amendment thereto), the Time of Sale Disclosure Package or the Prospectus (or any supplement thereto) made in reliance upon, and in conformity with, written information furnished to the Company by (i) you, or by any Underwriter through you, specifically for use in the preparation of such document, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(f) hereof or (ii) any Selling Stockholder specifically for use in the preparation of such document, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the Selling Stockholder Information).

Accurate Disclosure. The Neither the Registration StatementStatement nor any amendment thereto, at its effective time, at the effective time of each part thereof, at the First Closing Date (as defined below) Time or at any Second Closing Date (as defined below)of Delivery, did not contain and contained, contains or will not contain an untrue statement of a material fact and did not omit and or omitted, omits or will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As At the Applicable Time, none of the Time of Sale (as defined below), neither (A) the Time of Sale General Disclosure Package (as defined below) nor Package, (B) any issuer free writing prospectus (as defined below)individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale General Disclosure Package and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) of the Rules and Regulations, at the First Closing Date or at any Second 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. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), 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. The representations and warranties in this Section 2(a)(ii) subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the Time of Sale General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon, upon and in conformity with, with written information furnished to the Company by (i) you, or by any Underwriter through you, specifically the Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the preparation of such document, it being understood first paragraph under the heading “Underwriting—Commissions and agreed that the only such information furnished by any Underwriter consists of Discounts,” the information described as such in Section 6(f) hereof or (ii) any Selling Stockholder specifically for use in the preparation fourth paragraph under the heading “Underwriting—Nasdaq Global Select Market Listing,” 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 Offer, Sale and Distribution of such documentShares” in each case contained in the Prospectus (collectively, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the Selling Stockholder “Underwriter Information”).

Accurate Disclosure. The Neither the Registration StatementStatement nor any amendment thereto, at its effective time, at the effective time of each part thereof, at the First Closing Date (as defined below) Time or at any Second Closing Date (as defined below)of Delivery, did not contain and contained, contains or will not contain an untrue statement of a material fact and did not omit and or omitted, omits or will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Time Applicable Time, none of Sale (as defined below), neither (A) the Time of Sale General Disclosure Package (as defined below) nor Package, (B) any issuer free writing prospectus (as defined below)individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale General Disclosure Package and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) of the Rules and Regulations, at the First Closing Date or at any Second 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. 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 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. The representations and warranties in this Section 2(a)(ii) subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the Time of Sale General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon, upon and in conformity with, with written information furnished to the Company by (i) you, or by any Underwriter through you, specifically the Representatives expressly for use in the preparation therein. For purposes of such documentthis Agreement, it being understood and agreed that the only such information so furnished by any shall be [•] (collectively, the “Underwriter consists of the information described as such in Section 6(f) hereof or (ii) any Selling Stockholder specifically for use in the preparation of such document, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the Selling Stockholder Information”).

Accurate Disclosure. The Each Preliminary Prospectus, at the time of filing thereof or the time of first use within the meaning of the Rules and Regulations, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Registration StatementStatement nor any amendment thereto, at the effective time of each part thereof, and at the First Closing Date (as defined below) or at any the Second Closing Date (as defined below), did not contain and contained, contains or will not contain an untrue statement of a material fact and did not omit and or omitted, omits or will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Time of Sale (as defined below), neither (A) the Time of Sale Disclosure Package (as defined below) nor (B) any issuer free writing prospectus (as defined below), when considered together with the Time of Sale Disclosure Package, included did not include an untrue statement of a material fact or omitted omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) of the Rules and Regulations, or at the First Closing Date or at any the Second 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 light of the circumstances under which they were made, not misleading. The representations and warranties in this Section 2(a)(ii) shall not apply to statements in or omissions from any Preliminary Prospectus, the Registration Statement (or any amendment thereto), the Time of Sale Disclosure Package or the Prospectus (or any supplement thereto) made in reliance upon, and in conformity with, written information furnished to the Company by (i) you, or by any the Underwriter through you, specifically for use in the preparation of such document, it being understood and agreed that the only such information furnished by any the Underwriter consists of the information described as such in Section 6(f) hereof or (ii) any Selling Stockholder specifically for use in the preparation of such document, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the Selling Stockholder Information).

Accurate Disclosure. The Neither the Registration StatementStatement nor any amendment thereto, at its effective time, at the effective time of each part thereof, at the First Closing Date (as defined below) Time or at any Second Closing Date (as defined below)of Delivery, did not contain and contained, contains or will not contain an untrue statement of a material fact and did not omit and or omitted, omits or will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Time Applicable Time, none of Sale (as defined below), neither (A) the Time of Sale General Disclosure Package (as defined below) nor Package, (B) any issuer free writing prospectus (as defined below)individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale General Disclosure Package, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements thereinnor (C) any individual Written Testing-the-Waters Communication, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any supplement thereto, as of its issue date, at the time of any filing when considered together with the Commission pursuant to Rule 424(b) of the Rules and Regulations, at the First Closing Date or at any Second Closing 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. 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 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. The representations and warranties in this Section 2(a)(ii) subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the Time of Sale General Disclosure Package or the Prospectus (or any amendment or supplement thereto, including any prospectus wrapper) made in reliance upon, upon and in conformity with, with written information furnished to the Company by (i) you, or by any Underwriter through you, specifically the Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in [the fifth and eighth paragraphs and each of the paragraphs in the preparation of such documentsubsection titled “Price Stabilization, it being understood Short Positions and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(f) hereof or (ii) any Selling Stockholder specifically for use Penalty Bids” in the preparation of such documentsection titled “Underwriting”] (collectively, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the Selling Stockholder “Underwriter Information”).

Accurate Disclosure. The Neither the Registration StatementStatement nor any post-effective amendment thereto, at the effective time of each part thereofrespective times it became effective, at the First Closing Date (as defined below) Time or at any Second Closing Date (as defined below)of Delivery, did not contain and contained, contains or will not contain an untrue statement of a material fact and did not omit and or omitted, omits or will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As At the Applicable Time, at the Closing Time and at each Date of the Time of Sale (as defined below)Delivery, if any, neither (A) the Time of Sale Pricing Disclosure Package (as defined below) nor (B) any issuer free writing prospectus (as defined below)individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale Pricing Disclosure Package, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) of the Rules and Regulations, at the First Closing Date or at any Second 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. 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) of the Securities Act Regulations (“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. The Incorporated Documents, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act and the Exchange Act Regulations, and none of such documents contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Registration Statement, the Prospectus or the Pricing Disclosure Package, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act and the Exchange Act Regulations and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company filed the Registration Statement with the Commission before using any free writing prospectus and each free writing prospectus was preceded or accompanied by the Prospectus satisfying the requirements of Section 10 under the Securities Act. The representations and warranties in this Section 2(a)(ii1(a)(ii) shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the Time of Sale Pricing Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon, upon and in conformity with, with written information furnished to the Company by any Underwriter through the Representative expressly for use therein. For purposes of this Agreement, the only information so furnished consists of (i) you, or by any Underwriter through you, specifically for use the first paragraph appearing in the preparation of such document, it being understood and agreed that Prospectus in the only such information furnished by any Underwriter consists of the information described as such in Section 6(f) hereof or section entitled “Underwriting,” (ii) any Selling Stockholder specifically for use the discount and concessions information appearing in the preparation of such documentProspectus in the section entitled Underwriting – Commissions and Expenses, it being understood (iii) the first and agreed that second paragraphs appearing in the only such information furnished by any Selling Stockholder consists of Prospectus in the Selling Stockholder section entitled “Underwriting – Stabilization” and (iv) the second paragraph appearing in the Prospectus in the section entitled “Underwriting – Our Relationships with the Underwriters” (collectively, the “Underwriter Information”).

Accurate Disclosure. The Each Preliminary Prospectus, at the time of filing thereof or the time of first use within the meaning of the Rules and Regulations, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Registration StatementStatement nor any amendment thereto, at the effective time of each part thereof, at the First Closing Date (as defined below) or at any Second Closing Date (as defined below), did not contain and contained, contains or will not contain an untrue statement of a material fact and did not omit and or omitted, omits or will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Time of Sale (as defined below), neither (A) the Time of Sale Disclosure Package (as defined below) nor (B) any issuer free writing prospectus (as defined below), when considered together with the Time of Sale Disclosure Package, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) of the Rules and Regulations, or at the First Closing Date or at any Second 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 light of the circumstances under which they were made, not misleading. The representations and warranties in this Section 2(a)(ii) shall not apply to statements in or omissions from any Preliminary Prospectus, the Registration Statement (or any amendment thereto), the Time of Sale Disclosure Package or the Prospectus (or any supplement thereto) made in reliance upon, and in conformity with, written information furnished to the Company by (i) you, or by any Underwriter through you, you specifically for use in the preparation of such document, it being understood and agreed that the only such information furnished by any the Underwriter consists of the information described as such in Section 6(f) hereof or (ii) any Selling Stockholder specifically for use in the preparation of such document, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the Selling Stockholder Information6(e).

Accurate Disclosure. The Neither the Registration StatementStatement nor any post-effective amendment thereto, at the its effective time of each part thereof, at the First Closing Date (as defined below) or at any Second Closing Date (as defined below), did not contain and will not contain contained an untrue statement of a material fact and did not omit and will not omit or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Time of Sale Applicable Time, the Closing Date and each Option Closing Date, if any, (as defined below), neither (Ai) the Time of Sale Disclosure Package Prospectus and (as defined below) nor (Bii) any issuer individual free writing prospectus (as defined below)prospectus, when considered taken together as a whole with the Time of Sale Disclosure PackageProspectus, included an did not and will not contain any untrue statement of a material fact or omitted 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. Neither the Prospectus nor any supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) of the Rules and Regulations), at the First Closing Date Applicable Time or at any Second the 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 representations and warranties in this Section 2(a)(ii) subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the Time of Sale Disclosure Package Prospectus or the Prospectus (or any supplement thereto) made in reliance upon, upon and in conformity with, with written information furnished to the Company by (i) you, or Partnership by any Underwriter through you, specifically the Manager expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the preparation of such document, it being understood first paragraph under the heading “Underwriting—Commissions and agreed that the only such information furnished by any Underwriter consists of Expenses,” the information described as such under the heading “Underwriting—Stabilization, Short Positions and Penalty Bids” and the information under the heading “Underwriting—Electronic Distribution” in Section 6(f) hereof or (ii) any Selling Stockholder specifically for use each case contained in the preparation of such documentProspectus (collectively, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the Selling Stockholder “Underwriter Information”).

Accurate Disclosure. The Neither the Registration StatementStatement nor any amendment thereto, at the its effective time of each part thereof, at the First Closing Date (as defined below) or at any Second Closing Date (as defined below)Settlement Date, did not contain and contained, contains or will not contain an untrue statement of a material fact and did not omit and or omitted, omits or will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of At each Applicable Time, the Time of Sale (as defined below), neither (A) the Time of Sale General Disclosure Package (as defined below) nor (B) any issuer free writing prospectus (as defined below), when considered together with the Time of Sale Disclosure Package, included did not and will not include an untrue statement of a material fact or omitted omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) of the Rules and Regulations, at the First Closing Date or at any Second Closing 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 representations and warranties set forth in this Section 2(a)(ii1(b) shall do not apply to any statements in or omissions from the Registration Statement (or any amendment thereto), the Time of Sale Disclosure Package or the Prospectus (or any supplement thereto) made in reliance upon, upon and in conformity with, written with information furnished to the Company in writing by (i) you, or by any Underwriter through you, specifically an Agent expressly for use in the preparation of such applicable document, it being understood and agreed that the only such information furnished by any Underwriter Agent consists of the information described as such in Section 6(f6(b) hereof or (ii) any Selling Stockholder specifically for use hereof. Each document incorporated by reference in the preparation Registration Statement, the General Disclosure Package or the Prospectus, when filed with the Commission or when it became effective, as applicable, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not contain any untrue statement of such documenta material fact or omit to state a material fact necessary to make the statements therein, it being understood and agreed that in the only such information furnished by any Selling Stockholder consists light of the Selling Stockholder Informationcircumstances under which they were made, not misleading.

Accurate Disclosure. The Neither the Registration StatementStatement nor any amendment thereto, at its effective time, at the effective time of each part thereof, at the First Closing Date (as defined below) Time or at any Second Closing Date (as defined below)of Delivery, did not contain and contained, contains or will not contain an untrue statement of a material fact and did not omit and or omitted, omits or will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Time Applicable Time, none of Sale (as defined below), neither (A) the Time of Sale General Disclosure Package (as defined below) nor Package, (B) any issuer free writing prospectus (as defined below)individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale General Disclosure Package, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements thereinnor (C) any individual Written Testing-the-Waters Communication, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any supplement thereto, as of its issue date, at the time of any filing when considered together with the Commission pursuant to Rule 424(b) of the Rules and Regulations, at the First Closing Date or at any Second Closing 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. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), 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. The representations and warranties in this Section 2(a)(ii) subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the Time of Sale General Disclosure Package or the Prospectus (or any amendment or supplement thereto, including any prospectus wrapper) made in reliance upon, upon and in conformity with, with written information furnished to the Company by (i) you, or by any Underwriter through you, specifically the Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the preparation of such documentthird and eleventh through fourteenth paragraphs under the Section “Underwriting” in each case contained therein (collectively, it being understood and agreed that the only such information furnished by any “Underwriter consists of the information described as such in Section 6(f) hereof or (ii) any Selling Stockholder specifically for use in the preparation of such document, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the Selling Stockholder Information”).

Accurate Disclosure. The Each Preliminary Prospectus, at the time of filing thereof or the time of first use within the meaning of the Rules and Regulations, did not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Registration StatementStatement nor any amendment thereto, at the effective time of each part thereof, at the First Closing Date (as defined below) , contained, contains or at any Second Closing Date (as defined below), did not contain and will not contain an untrue statement of a material fact and did not omit and or omitted, omits or will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Time of Sale (as defined below), neither (A) the Time of Sale Disclosure Package (as defined below) nor (B) any issuer free writing prospectus (as defined below), when considered together with the Time of Sale Disclosure Package, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) of the Rules and Regulations, at the First Closing Date or at any Second 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 light of the circumstances under which they were made, not misleading. The representations and warranties in this Section 2(a)(ii) shall not apply to statements in or omissions from any Preliminary Prospectus, the Registration Statement (or any amendment thereto), the Time of Sale Disclosure Package or the Prospectus (or any supplement thereto) made in reliance upon, and in conformity with, written information furnished to the Company by (i) you, or by any Underwriter through you, specifically for use in the preparation of such document, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(f) hereof or (ii) any Selling Stockholder specifically for use in the preparation of such document, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the Selling Stockholder Information6(e).

Accurate Disclosure. The Neither the Registration StatementStatement nor any amendment thereto, at its effective time, at the effective time of each part thereof, at the First Closing Date (as defined below) Time or at any Second Closing Date (as defined below)of Delivery, did not contain and contained, contains or will not contain an untrue statement of a material fact and did not omit and or omitted, omits or will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Time Applicable Time, none of Sale (as defined below), neither (A) the Time of Sale General Disclosure Package (as defined below) nor Package, (B) any issuer free writing prospectus (as defined below)individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale General Disclosure Package, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements thereinnor (C) any individual Written Testing-the-Waters Communication, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any supplement thereto, as of its issue date, at the time of any filing when considered together with the Commission pursuant to Rule 424(b) of the Rules and Regulations, at the First Closing Date or at any Second Closing 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. 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 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. The representations and warranties in this Section 2(a)(ii) subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the Time of Sale General Disclosure Package or the Prospectus (or any amendment or supplement thereto, including any prospectus wrapper) made in reliance upon, upon and in conformity with, with written information furnished to the Company by (i) you, or by any Underwriter through you, specifically the Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the preparation of such document, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such [●] in Section 6(f) hereof or (ii) any Selling Stockholder specifically for use each case contained in the preparation of such documentProspectus (collectively, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the Selling Stockholder “Underwriter Information”).

Accurate Disclosure. The Each Preliminary Prospectus, at the time of filing thereof or the time of first use within the meaning of the Rules and Regulations, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Registration StatementStatement nor any amendment thereto, at the effective time of each part thereof, at the First Closing Date (as defined below) contained, contains or at any Second Closing Date (as defined below), did not contain and will not contain an untrue statement of a material fact and did not omit and or omitted, omits or will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Time of Sale (as defined below), neither (A) the Time of Sale Disclosure Package (as defined below) nor (B) any issuer free writing prospectus (as defined below), when considered together with the Time of Sale Disclosure Package, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) of the Rules and Regulations, at the First Closing Date or at any Second 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 light of the circumstances under which they were made, not misleading. The representations and warranties in this Section 2(a)(ii) shall not apply to statements in or omissions from any Preliminary Prospectus, the Registration Statement (or any amendment thereto), the Time of Sale Disclosure Package or the Prospectus (or any supplement thereto) made in reliance upon, and in conformity with, written information furnished to the Company by (i) you, or by any Underwriter through you, specifically for use in the preparation of such document, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(f) hereof or (ii) any Selling Stockholder specifically for use in the preparation of such document, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the Selling Stockholder Information).

Accurate Disclosure. The Neither the Registration StatementStatement nor any amendment thereto, at the its effective time of each part thereof, or at the First Closing Date (as defined below) Time, contained, contains or at any Second Closing Date (as defined below), did not contain and will not contain an untrue statement of a material fact and did not omit and or omitted, omits or will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Time of Sale (as defined below)Applicable Time, neither (A) the Time of Sale General Disclosure Package (as defined below) nor (B) any issuer free writing prospectus (as defined below)individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale General Disclosure Package, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) of the Rules and Regulations, or at the First Closing Date or at any Second Closing 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 representations and warranties in this Section 2(a)(ii) subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the Time of Sale General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon, upon and in conformity with, with written information furnished to the Company by (i) you, or by any Underwriter through you, specifically the Underwriters expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the preparation last paragraph under the heading “Supplemental Plan of such document, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(f) hereof or (ii) any Selling Stockholder specifically for use Distribution” in the preparation of such documentpreliminary prospectus and in the Prospectus (or any amendment or supplement thereto) (collectively, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the Selling Stockholder “Underwriter Information”).

Accurate Disclosure. The Each Preliminary Prospectus, at the time of filing thereof or the time of first use within the meaning of the Rules and Regulations, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Registration Statement nor any amendment thereto nor any Blue Sky Registration Statement, at the effective time of each part thereof, at the First Closing Date (as defined below) or at any Second Closing Date (as defined below), did not contain and contained, contains or will not contain an untrue statement of a material fact and did not omit and or omitted, omits or will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Time of Sale (as defined below), neither (A) the Time of Sale Disclosure Package (as defined below) nor (B) any issuer free writing prospectus (as defined below), when considered together with the Time of Sale Disclosure Package, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) of the Rules and Regulations, at the First Closing Date or at any Second 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 light of the circumstances under which they were made, not misleading. The representations and warranties in this Section 2(a)(ii) shall not apply to statements in or omissions from any Preliminary Prospectus, the Registration Statement (or any amendment thereto), the Time of Sale Disclosure Package or the Prospectus (or any supplement thereto) made in reliance upon, and in conformity with, written information furnished to the Company by (i) you, or by any Underwriter through you, the Agents specifically for use in the preparation of such document, it being understood and agreed that the only such information furnished by any Underwriter the Agents consists of the information described as such in Section 6(f) hereof or (ii) any Selling Stockholder specifically for use in the preparation of such document, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the Selling Stockholder Information7(e).

Accurate Disclosure. The Neither the Registration StatementStatement nor any post-effective amendment thereto, at the effective time of each part thereofrespective times it became effective, at the First Closing Date (as defined below) Time or at any Second Closing Date (as defined below)of Delivery, did not contain and contained, contains or will not contain an untrue statement of a material fact and did not omit and or omitted, omits or will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As At the Applicable Time, at the Closing Time and at each Date of the Time of Sale (as defined below)Delivery, if any, neither (A) the Time of Sale General Disclosure Package (as defined below) nor (B) any issuer free writing prospectus (as defined below)individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale General Disclosure Package, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) of the Rules and Regulations, at the First Closing Date or at any Second 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. 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 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. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Prospectus and the General Disclosure Package, when they were filed with the Commission, conformed in all material respects to the requirements of the 1934 Act and the 1934 Act Regulations, and none of such documents contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Registration Statement, the Prospectus or the General Disclosure Package, when such documents are filed with the Commission, will conform in all material respects to the requirements of the 1934 Act and the 1934 Act Regulations and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Transaction Entities filed the Registration Statement with the Commission before using any free writing prospectus, and each free writing prospectus was preceded or accompanied by the Prospectus satisfying the requirements of Section 10 under the 1933 Act. The representations and warranties in this Section 2(a)(ii1(a)(ii) shall not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act or (ii) statements in or omissions from the Registration Statement (or any amendment thereto), the Time of Sale General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon, upon and in conformity with, with written information furnished to the Company by (i) you, or Transaction Entities by any Underwriter through you, specifically the Representative expressly for use therein. For purposes of this Agreement, the only information so furnished are (i) the concession and reallowance figures appearing in the preparation of such document, it being understood Prospectus in the section entitled “Underwriting” and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(f) hereof or (ii) any Selling Stockholder specifically for use the seventh and eighth paragraphs appearing in the preparation of such documentProspectus in the section entitled “Underwriting” relating to stabilization transactions, it being understood and agreed that over-allotment transactions, syndicate covering transactions and, if applicable, penalty bids in which the only such information furnished by any Selling Stockholder consists of Underwriters may engage (collectively, the Selling Stockholder “Underwriter Information”).

Accurate Disclosure. The Neither the Registration StatementStatement nor any amendment thereto, at the its effective time of each part thereof, or at the First Closing Date (as defined below) Time, contained, contains or at any Second Closing Date (as defined below), did not contain and will not contain an untrue statement of a material fact and did not omit and or omitted, omits or will not omit to state a material fact required to be stated therein or necessary to make the statements therein therein, not misleading. As of the Time Applicable Time, none of Sale (as defined below)the General Disclosure Package, neither (A) the Time of Sale Disclosure Package (as defined below) nor (B) any issuer free writing prospectus (as defined below)individual preliminary prospectus, when considered together with the Time of Sale General Disclosure Package, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) of the Rules and Regulations, at the First Closing Date or at any Second 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. Neither the Prospectus nor any amendment or supplement thereto, as of their respective date(s), at the time of any filing with the Commission pursuant to Rule 424(b) or at the Closing Time, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this Section 2(a)(ii) subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the Time of Sale General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon, upon and in conformity with, with written information furnished to the Company by any Underwriter through the Representative expressly for use therein (collectively, the “Underwriter Information”). For purposes of this Agreement, the only Underwriter Information shall be (i) you, or by any Underwriter through you, specifically for use the concession amounts appearing in the preparation of such document, it being understood second paragraph under the heading “Underwriting—Commissions and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(f) hereof or Discounts,” (ii) any Selling Stockholder specifically for use the information in “Underwriting—Price Stabilization, Short Positions” and (iii) the information in “Underwriting—Principal Business Address,” in each case, in the preparation of such document, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the Selling Stockholder InformationProspectus.

Accurate Disclosure. The Neither the Registration StatementStatement nor any amendment thereto, at its effective time, at the effective time of each part thereof, at the First Closing Date (as defined below) Time or at any Second Closing Date (as defined below)of Delivery, did not contain and contained, contains or will not contain an untrue statement of a material fact and did not omit and or omitted, omits or will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Time Applicable Time, none of Sale (as defined below), neither (A) the Time of Sale General Disclosure Package (as defined below) nor Package, (B) any issuer free writing prospectus (as defined below)individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale General Disclosure Package and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) of the Rules and Regulations, at the First Closing Date or at any Second 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. 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 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. The representations and warranties in this Section 2(a)(ii) subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the Time of Sale General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon, upon and in conformity with, with written information furnished to the Company by (i) you, or by any Underwriter through you, specifically the Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the preparation of such document, it being understood first paragraph under the heading “Underwriting– Commissions and agreed that the only such information furnished by any Underwriter consists of Discounts,” the information described as such in Section 6(f) hereof or (ii) any Selling Stockholder specifically for use in the preparation second, third and fourth paragraphs under the heading “Underwriting–Price Stabilization, Short Positions and Penalty Bids” and the information under the heading “Underwriting–Electronic Offer, Sale and Distribution of such documentShares” in each case contained in the Prospectus (collectively, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the Selling Stockholder “Underwriter Information”).

Accurate Disclosure. The Neither the Registration StatementStatement nor any post-effective amendment thereto, at the effective time of each part thereofrespective times it became effective, at the First Closing Date (as defined below) Time or at any Second Closing Date (as defined below)of Delivery, did not contain and contained, contains or will not contain an untrue statement of a material fact and did not omit and or omitted, omits or will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As At the Applicable Time, at the Closing Time and at each Date of the Time of Sale (as defined below)Delivery, if any, neither (A) the Time of Sale General Disclosure Package (as defined below) nor (B) any issuer free writing prospectus (as defined below)individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale General Disclosure Package, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) of the Rules and Regulations, at the First Closing Date or at any Second 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. 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 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. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Prospectus and the General Disclosure Package, when they were filed with the Commission conformed in all material respects to the requirements of the 1934 Act and the 1934 Act Regulations, and none of such documents contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Registration Statement, the Prospectus or the General Disclosure Package, when such documents are filed with the Commission, will conform in all material respects to the requirements of the 1934 Act and the 1934 Act Regulations and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Company filed the Registration Statement with the Commission before using any free writing prospectus and each free writing prospectus was preceded or accompanied by the Prospectus satisfying the requirements of Section 10 under the 1933 Act. The representations and warranties in this Section 2(a)(ii1(a)(ii) shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the Time of Sale General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon, upon and in conformity with, with written information furnished to the Company by (i) you, or Transaction Entities by any Underwriter through you, specifically the Representative expressly for use therein. For purposes of this Agreement, the only information so furnished are (i) the concessions appearing in the preparation of such documentProspectus in the section entitled “Underwriting—Commissions and Discounts”, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(f) hereof or (ii) any Selling Stockholder specifically for use the second paragraph appearing in the preparation Prospectus in the section entitled “Underwriting—Price Stabilization, Short Positions” relating to stabilization transactions and syndicate covering transactions and (iii) the paragraph appearing in the Prospectus in the section entitled Underwriting—Conflicts of such documentInterest” (collectively, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the Selling Stockholder “Underwriter Information”).

Accurate Disclosure. The Neither the Registration StatementStatement nor any amendment thereto, at the effective time of each part thereof, at the First Closing Date (as defined below) or at any the Second Closing Date (as defined below), did not contain and contained, contains or will not contain an untrue statement of a material fact and did not omit and or omitted, omits or will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Time of Sale (as defined below), neither (A) the Time of Sale Disclosure Package (as defined below) nor (B) any issuer free writing prospectus (as defined below), when considered together with the Time of Sale Disclosure Package, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) of the Rules and Regulations, at the First Closing Date or at any the Second Closing DateClosing, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The representations and warranties in this Section 2(a)(ii) shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the Time of Sale Disclosure Package or the Prospectus (or any supplement thereto) made in reliance upon, and in conformity with, written information furnished to the Company by (i) you, or by any Underwriter through you, specifically for use in the preparation of such document, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(f) hereof or (ii) any Selling Stockholder specifically for use in the preparation of such document, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the Selling Stockholder Information6(e).

Accurate Disclosure. The Neither the Registration StatementStatement nor any amendment thereto, at its effective time, at the effective time of each part thereof, at the First Closing Date (as defined below) Time or at any Second Closing Date (as defined below)of Delivery, did not contain and contained, contains or will not contain an untrue statement of a material fact and did not omit and or omitted, omits or will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As At the Applicable Time, none of the Time of Sale (as defined below), neither (A) the Time of Sale General Disclosure Package (as defined below) nor Package, (B) any issuer free writing prospectus (as defined below)individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale General Disclosure Package and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) of the Rules and Regulations, at the First Closing Date or at any Second 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. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), 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. The representations and warranties in this Section 2(a)(ii) subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the Time of Sale General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon, upon and in conformity with, with written information furnished to the Company by (i) you, or by any Underwriter through you, specifically the Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be [the information in the preparation of such document, it being understood first paragraph under the heading “Underwriting—Commissions and agreed that the only such information furnished by any Underwriter consists of Discounts,” the information described as such in Section 6(f) hereof or (ii) any Selling Stockholder specifically for use in the preparation fourth paragraph under the heading “Underwriting—Nasdaq Global Market Listing,” 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 Offer, Sale and Distribution of such documentShares”] in each case contained in the Prospectus (collectively, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the Selling Stockholder “Underwriter Information”).

Accurate Disclosure. The Each Preliminary Prospectus, at the time of filing thereof or the time of first use within the meaning of the Rules and Regulations, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Registration StatementStatement nor any amendment thereto, at the effective time of each part thereof, at the First Closing Date (as defined below) or at any the Second Closing Date (as defined below)Date, did not contain and contained, contains or will not contain an untrue statement of a material fact and did not omit and or omitted, omits or will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Time of Sale (as defined below), neither (A) the Time of Sale Disclosure Package (as defined below) nor (B) any issuer free writing prospectus (as defined below), when considered together with the Time of Sale Disclosure Package, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) of the Rules and Regulations, at the First Closing Date or at any the Second 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 light of the circumstances under which they were made, not misleading. The representations and warranties in this Section 2(a)(ii) shall not apply to statements in or omissions from any Preliminary Prospectus, the Registration Statement (or any amendment thereto), the Time of Sale Disclosure Package or the Prospectus (or any supplement thereto) made in reliance upon, and in conformity with, written information furnished to the Company by (i) you, or by any Underwriter through you, specifically for use in the preparation of such document, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(f) hereof or (ii) any Selling Stockholder specifically for use in the preparation of such document, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the Selling Stockholder Information6(e).

Accurate Disclosure. The Registration StatementAt the Effective Date, at the effective time of each part thereofdate hereof, at the First Closing Date (as defined below) Date, and at each Option Closing Date, if any, the Registration Statement and any post-effective amendment thereto when filed complied or at any Second Closing Date (as defined below), will comply in all material respects with the requirements of the Securities Act and the Rules and Regulations. The Registration Statement did not contain and will does not contain an any untrue statement of a material fact and did not omit and will not or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Time of Sale (as defined below), neither (A) the The Time of Sale Disclosure Package (as defined in Section 2(a)(iii)(A)(1) below) nor as of 8:00 A.M. (BEastern time) any issuer free writing prospectus (as defined belowthe “Applicable Time”), when considered together with the Time of Sale Disclosure Package, included did not and does not contain an untrue statement of a material fact or omitted omit to state 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 supplement theretoThe Final Prospectus, as amended or supplemented, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) of under the Rules and RegulationsSecurities Act, at the First Closing Date or and at any Second each Option Closing Date, includedif any, includes or did not, does 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 required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in this Section 2(a)(ii) the three immediately preceding sentences shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto)Statement, the Time of Sale Disclosure Package or the any Prospectus (or any supplement thereto) made in reliance upon, and in conformity with, written information furnished to the Company by (i) you, any Underwriter or by the Representatives on behalf of any Underwriter through you, specifically for use in the preparation of such documentthereof, it being understood which written information is described in Section 7(f). The Registration Statement contains all exhibits and agreed that schedules required to be filed by the only such information furnished by any Underwriter consists Securities Act or the Rules and Regulations. No order preventing or suspending the effectiveness or use of the information described as Registration Statement or any Prospectus is in effect and no proceedings for such in Section 6(f) hereof purpose have been instituted or (ii) any Selling Stockholder specifically for use in are pending, or, to the preparation of such document, it being understood and agreed that the only such information furnished by any Selling Stockholder consists knowledge of the Selling Stockholder InformationCompany, are contemplated or threatened by the Commission.

Accurate Disclosure. The Neither the Registration StatementStatement nor any amendment thereto, at the its effective time of each part thereoftime, at all other subsequent times until the First Closing Date expiration of the Prospectus Delivery Period (as defined belowhereinafter defined) or at any Second the Closing Date (as defined below)and on any Option Closing Date, did not contain and contained, contains or will not contain an untrue statement of a material fact and did not omit and or omitted, omits or will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Time of Sale (as defined below), neither (A) the The Time of Sale Disclosure Package (did not, as defined below) nor (B) any issuer free writing prospectus (as defined below), when considered together with of the Time of Sale Disclosure PackageSale, included include an untrue statement of a material fact or omitted omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue datedate or date of first use within the meaning of the Rules and Regulations, at the time of any filing with the Commission pursuant to Rule 424(b) under the Securities Act, at all other subsequent times until the expiration of the Rules and Regulations, Prospectus Delivery Period or at the First Closing Date or at any Second Closing 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 representations and warranties in this Section 2(a)(ii) subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the Time of Sale Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon, upon and in conformity with, with written information furnished to the Company by (i) you, or by any Underwriter through you, specifically the Underwriters expressly for use in the preparation therein. For purposes of such documentthis Agreement, it being understood and agreed that the only such information so furnished by any shall be the Underwriter consists of the information described Information (as such in Section 6(f) hereof or (ii) any Selling Stockholder specifically for use in the preparation of such document, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the Selling Stockholder Informationdefined below).

Accurate Disclosure. The Each Preliminary Prospectus, at the time of filing thereof or the time of first use within the meaning of the Securities Act Regulations, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither the Registration StatementStatement nor any amendment thereto, at the effective time of each part thereof, at the First Closing Date (as defined below) or at any Second Option Closing Date (as defined below)Date, did not contain and contained, contains or will not contain an untrue statement of a material fact and did not omit and or omitted, omits or will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Time of Sale (as defined below)Sale, neither (A) the Time of Sale Disclosure Package (as defined below) nor (B) any issuer free writing prospectus (as defined below), when considered together with the Time of Sale Disclosure Package, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) of the Rules and Securities Act Regulations, at the First Closing Date or at any Second 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 light of the circumstances under which they were made, not misleading. The representations and warranties in this Section 2(a)(ii) 2.2 shall not apply to statements in or omissions from any Preliminary Prospectus, the Registration Statement (or any amendment thereto), the Time of Sale Disclosure Package or the Prospectus (or any supplement thereto) made in reliance upon, and in conformity with, written information furnished to the Company by (i) you, or by any Underwriter through you, specifically for use in the preparation of such document, it being understood . The parties acknowledge and agreed agree that the only such information furnished provided by or on behalf of any Underwriter consists solely of the information described as such in Section 6(f) hereof or (ii) any Selling Stockholder specifically for use following disclosure contained in the preparation of such document, it being understood and agreed that the only such information furnished by any Selling Stockholder consists “Underwriting” section of the Selling Stockholder Prospectus: the fourth paragraph under the caption “Underwriting,” the second sentence of the first paragraph and the first sentence of the second paragraph under the caption “Underwriting – Price Stabilization, Short Positions and Penalty Bids,” and the information in the caption “Underwriting – Electronic Distribution” (collectively, the “Underwriter’s Information”).

Accurate Disclosure. The Neither the Registration StatementStatement nor any post-effective amendment thereto, at the effective time of each part thereofrespective times it became effective, at the First Closing Date (as defined below) Time or at any Second Closing Date (as defined below)of Delivery, did not contain and contained, contains or will not contain an untrue statement of a material fact and did not omit and or omitted, omits or will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As At the Applicable Time, at the Closing Time and at each Date of the Time of Sale (as defined below)Delivery, if any, neither (A) the Time of Sale Pricing Disclosure Package (as defined below) nor (B) any issuer free writing prospectus (as defined below)individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale Pricing Disclosure Package, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) of the Rules and Regulations, at the First Closing Date or at any Second 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. 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) of the Securities Act Regulations (“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. The representations Incorporated Documents, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act and warranties in this Section 2(a)(ii) shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the Time of Sale Disclosure Package or the Prospectus (or any supplement thereto) made in reliance uponExchange Act Regulations, and in conformity withnone of such documents contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, written information furnished to the Company by (i) you, or by any Underwriter through you, specifically for use in the preparation of such document, it being understood and agreed that the only such information furnished by any Underwriter consists light of the information described as such in Section 6(f) hereof or (ii) any Selling Stockholder specifically for use in the preparation of such documentcircumstances under which they were made, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the Selling Stockholder Information.not - 3 -

Accurate Disclosure. The Each preliminary prospectus and the Prospectus when filed complied in all material respects with the 1933 Act and, if filed by electronic transmission pursuant to XXXXX, was identical (except as may be permitted by Regulation S-T under the 0000 Xxx) to the copy thereof delivered to the Underwriters for use in connection with the offer and sale of the Securities. Neither the Registration StatementStatement nor any post-effective amendment thereto, at its effective time, at the effective time of each part thereof, at the First Closing Date (as defined below) Time or at any Second Closing Date (as defined below)of Delivery, did not contain and contained, contains or will not contain an untrue statement of a material fact and did not omit and or omitted, omits or will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Time of Sale (as defined below)Applicable Time, neither (A) the Time of Sale General Disclosure Package (as defined below) nor (B) any issuer free writing prospectus (as defined below)individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale General Disclosure Package, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) of the Rules and Regulations, at the First Closing Date or at any Second 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. 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 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. The representations and warranties in this Section 2(a)(ii) subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the Time of Sale General Disclosure Package or the Prospectus (or any amendment or supplement thereto, including any prospectus wrapper) made in reliance upon, upon and in conformity with, with written information furnished to the Company by (i) you, or by any Underwriter through you, specifically the Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the preparation of such document, it being understood first paragraph under the heading “Underwriting–Commissions and agreed that the only such information furnished by any Underwriter consists of Discounts,” the information described as such in Section 6(f) hereof or (ii) any Selling Stockholder specifically for use in the preparation of such documentsecond, it being understood third and agreed that fourth paragraphs under the only such heading “Underwriting–Price Stabilization, Short Positions and Penalty Bids” and the information furnished by any Selling Stockholder consists of under the Selling Stockholder heading “Underwriting–Electronic Distribution,” in each case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. The Neither the Registration StatementStatement nor any amendment thereto, at its effective time, at the effective time of each part thereof, at the First Closing Date (as defined below) Time or at any Second Closing Date (as defined below)of Delivery, did not contain and contained, contains or will not contain an untrue statement of a material fact and did not omit and or omitted, omits or will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Time Applicable Time, none of Sale (as defined below), neither (A) the Time of Sale General Disclosure Package (as defined below) nor Package, (B) any issuer free writing prospectus (as defined below)individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale General Disclosure Package and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) of the Rules and Regulations, at the First Closing Date or at any Second 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. 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 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. The representations and warranties in this Section 2(a)(ii) subsection shall not apply to statements in or omissions from the Registration Statement (or any post-effective amendment thereto), the Time of Sale General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon, upon and in conformity with, with written information furnished to the Company by (i) you, or by any Underwriter through you, specifically Xxxxxxx Xxxxx expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the preparation of such document, it being understood first paragraph under the heading “Underwriting–Commissions and agreed that the only such information furnished by any Underwriter consists of Discounts,” the information described as such in Section 6(f) hereof or (ii) any Selling Stockholder specifically for use in the preparation second, third and fourth paragraphs under the heading “Underwriting–Price Stabilization, Short Positions and Penalty Bids” and the information under the heading “Underwriting–Electronic Offer, Sale and Distribution of such documentShares” in each case contained in the Prospectus (collectively, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the Selling Stockholder “Underwriter Information”).

Accurate Disclosure. The Neither the Registration StatementStatement nor any amendment thereto, at its effective time, at the effective time of each part thereof, at the First Closing Date (as defined below) Time or at any Second Closing Date (as defined below)of Delivery, did not contain and contained, contains or will not contain an untrue statement of a material fact and did not omit and or omitted, omits or will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Time of Sale (as defined below)Applicable Time, neither (A) the Time of Sale General Disclosure Package (as defined below) nor Package, (B) any issuer free writing prospectus individual Issuer Limited Use Free Writing Prospectus, nor (C) any individual Written Testing-the-Waters Communication (as defined below), when considered together with the Time of Sale General Disclosure Package, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) of the Rules and Regulations, at the First Closing Date or at any Second 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. 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 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. The representations and warranties in this Section 2(a)(ii) subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the Time of Sale General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon, upon and in conformity with, with written information furnished to the Company by (i) you, or and the Parent by any Underwriter through you, specifically the Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information (i) in the preparation of such document, it being understood and agreed that table following the only such information furnished by any Underwriter consists of first paragraph under the information described as such in Section 6(f) hereof or caption “Underwriting,” (ii) any Selling Stockholder specifically for use in the preparation of such document, it being understood first paragraph under the heading “Underwriting–Commissions and agreed that the only such information furnished by any Selling Stockholder consists Discounts,” (iii) all of the Selling Stockholder paragraphs under the heading “Underwriting–Price Stabilization, Short Positions and Penalty Bids,” and (iv) the paragraph under the heading “Underwriting–Electronic Distribution,” in each case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. (A) The Registration Statement, at Company has provided a copy to the effective time Underwriters of each part thereof, at the First Closing Date Issuer Free Writing Prospectus (as defined below) or at any Second Closing Date (as defined below)used in the sale of the Securities, did not contain and will not contain an untrue statement of a material fact and did not omit and will not omit to state a material fact if any. The Company has filed all Issuer Free Writing Prospectuses required to be stated therein so filed with the Commission, and no order preventing or necessary suspending the effectiveness or use of any Issuer Free Writing Prospectus is in effect and no proceedings for such purpose have been instituted or are pending, or, to make the statements therein not misleading. As knowledge of the Time Company, are contemplated or threatened by the Commission. When taken together with the rest of Sale (as defined below), neither (A) the Time of Sale Disclosure Package or the Prospectus, no Issuer Free Writing Prospectus, as of the Closing Date or any Option Closing Date, does or will include (as defined below) nor (B1) any issuer free writing prospectus (as defined below), when considered together with the Time of Sale Disclosure Package, included an untrue statement of a material fact or omitted omission 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. Neither the Prospectus nor any supplement thereto, as of its issue date, at the time of any filing or (2) information that conflicts with the Commission pursuant to Rule 424(b) of information contained in the Rules and Regulations, at Registration Statement or the First Closing Date or at any Second 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 light of the circumstances under which they were made, not misleadingProspectus. The representations and warranties set forth in this Section 2(a)(ii) the immediately preceding sentence shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the Time of Sale Disclosure Package or Package, the Prospectus (or any supplement thereto) made Issuer Free Writing Prospectus in reliance upon, and in conformity with, written information furnished to the Underwriters’ Information. (B) At the time of filing of the Registration Statement and at the date hereof, the Company by was not and is not an “ineligible issuer,” as defined in Rule 405 under the Securities Act or an “excluded issuer” as defined in Rule 164 under the Securities Act. Each Issuer Free Writing Prospectus listed on Schedule II hereto satisfied, as of its issue date and at all subsequent times through the Prospectus Delivery Period (i) youas defined below), all other conditions as may be applicable to its use as set forth in Rules 164 and 433 under the Securities Act, including any legend, record-keeping or by any Underwriter through you, specifically for use other requirements. As used in the preparation of such document, it being understood this paragraph and agreed that the only such information furnished by any Underwriter consists of the information described as such elsewhere in Section 6(f) hereof or (ii) any Selling Stockholder specifically for use in the preparation of such document, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the Selling Stockholder Information.this Agreement:

Accurate Disclosure. The Registration StatementEach Preliminary Prospectus, at the effective time of each part thereof, at filing thereof or the First Closing Date (as defined below) or at any Second Closing Date (as defined below)time of first use within the meaning of the Rules and Regulations, did not contain and will not contain an untrue statement of a material fact and did 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 omit and misleading. Neither the Registration Statement nor any amendment thereto, at the effective time of each part thereof (including each deemed effective date with respect to the Underwriters pursuant to Rule 430A or Rule 430B, or otherwise under the Securities Act), at the First Closing Date or at the Second Closing Date, contained, contains 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. As of the Time of Sale (as defined below), neither (A) the Time of Sale Disclosure Package (as defined below) nor (B) any issuer free writing prospectus (as defined below), when considered together with the Time of Sale Disclosure Package, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) of the Rules and Regulations, at the First Closing Date or at any the Second 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 representations and warranties in this Section 2(a)(ii) shall not apply to statements in or omissions from any Preliminary Prospectus, the Registration Statement (or any amendment thereto), the Time of Sale Disclosure Package or the Prospectus (or any supplement thereto) made in reliance upon, and in conformity with, written information furnished to the Company by (i) you, or by any Underwriter through you, specifically for use in the preparation of such document, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(f) hereof or (ii) any Selling Stockholder specifically for use in the preparation of such document, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the Selling Stockholder Information6(e).

Accurate Disclosure. The Neither the Registration StatementStatement nor any amendment thereto, at its effective time, at the effective time of each part thereof, at the First Closing Date (as defined below) Time or at any Second Closing Date (as defined below)of Delivery, did not contain and contained, contains or will not contain an untrue statement of a material fact and did not omit and or omitted, omits or will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Time Applicable Time, none of Sale (as defined below), neither (A) the Time of Sale General Disclosure Package (as defined below) nor Package, (B) any issuer free writing prospectus (as defined below)individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale General Disclosure Package and (C) and individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) of the Rules and Regulations, at the First Closing Date or at any Second 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. 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 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. The representations and warranties in this Section 2(a)(ii) subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the Time of Sale General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon, upon and in conformity with, with written information furnished to the Company by (i) you, or by any Underwriter through you, specifically Xxxxxxx Xxxxx expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the legal names of the Underwriters appearing in the preparation of such document, it being understood first paragraph and agreed that the only such information furnished by any Underwriter consists of immediately following table under the heading “Underwriting,” the information described as such in Section 6(f) hereof or (ii) any Selling Stockholder specifically for use in the preparation of such documentfirst paragraph under the heading “Underwriting—Commissions and Discounts,” the information in the second, it being understood third and agreed that fourth paragraphs under the only such heading “Underwriting—Price Stabilization, Short Positions and Penalty Bids” and the information furnished by any Selling Stockholder consists of under the Selling Stockholder heading “Underwriting—Electronic Distribution” in each case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. The Each Preliminary Prospectus, at the time of filing thereof or the time of first use within the meaning of the Rules and Regulations, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Registration StatementStatement nor any amendment thereto, at the effective time of each part thereof, at the First Closing Date (as defined below) or at any the Second Closing Date (as defined below), did not contain and contained, contains or will not contain an untrue statement of a material fact and did not omit and or omitted, omits or will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Time of Sale (as defined below), neither (A) the Time of Sale Disclosure Package (as defined below) nor (B) any issuer free writing prospectus (as defined below), when considered together with the Time of Sale Disclosure Package, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) of the Rules and Regulations, at the First Closing Date or at any the Second 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 light of the circumstances under which they were made, not misleading. The representations and warranties in this Section 2(a)(ii) shall not apply to statements in or omissions from any Preliminary Prospectus, the Registration Statement (or any amendment thereto), the Time of Sale Disclosure Package or the Prospectus (or any supplement thereto) made in reliance upon, and in conformity with, written information furnished to the Company by (i) you, or by any Underwriter through you, the Representative on behalf of the several Underwriters specifically for use in the preparation of such document, it being understood and agreed that the only such information furnished by any Underwriter the Representative on behalf of the several Underwriters consists of the information described as such in Section 6(f) hereof or (ii) any Selling Stockholder specifically for use in the preparation of such document, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the Selling Stockholder Information6(e).

Accurate Disclosure. The Registration StatementBase Prospectus and each Preliminary Prospectus, at the effective time of each part thereof, at filing thereof or the First Closing Date (as defined below) or at any Second Closing Date (as defined below)time of first use within the meaning of the Rules and Regulations, did not contain and will not contain an untrue statement of a material fact and did 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 omit and misleading. Neither the Registration Statement nor any amendment thereto, at the effective time of each part thereof or at the Closing Date (as defined below) contained, contains 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. As of the Time of Sale (as defined below), neither (A) the Time of Sale Disclosure Package (as defined below) nor (B) any issuer free writing prospectus (as defined below), when considered together with the Time of Sale Disclosure Package, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) of the Rules and Regulations, Regulations or at the First Closing Date or at any Second 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 light of the circumstances under which they were made, not misleading. The representations and warranties in this Section 2(a)(ii) shall not apply to statements in or omissions from any Preliminary Prospectus, the Registration Statement (or any amendment thereto), the Time of Sale Disclosure Package or the Prospectus (or any supplement thereto) made in reliance upon, and in conformity with, written information furnished to the Company by (i) you, or by any the Underwriter through you, specifically for use in the preparation of such document, it being understood and agreed that the only such information furnished by any the Underwriter consists of the information described as such in Section 6(f) hereof or (ii) any Selling Stockholder specifically for use in the preparation of such document, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the Selling Stockholder Information6(e).

Accurate Disclosure. The Neither the Registration StatementStatement nor any amendment thereto, at its effective time, at the effective time of each part thereof, at the First Closing Date (as defined below) Time or at any Second Closing Date (as defined below)of Delivery, did not contain and contained, contains or will not contain an untrue statement of a material fact and did not omit and or omitted, omits or will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Time Applicable Time, none of Sale (as defined below), neither (A) the Time of Sale General Disclosure Package (as defined below) nor Package, (B) any issuer free writing prospectus (as defined below)individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale General Disclosure Package, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements thereinnor (C) any individual Written Testing-the-Waters Communication, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any supplement thereto, as of its issue date, at the time of any filing when considered together with the Commission pursuant to Rule 424(b) of the Rules and Regulations, at the First Closing Date or at any Second Closing 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. 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 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. The representations and warranties in this Section 2(a)(ii) subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the Time of Sale General Disclosure Package or the Prospectus (or any amendment or supplement thereto, including any prospectus wrapper) made in reliance upon, upon and in conformity with, with written information furnished to the Company by (i) you, or by any Underwriter through you, specifically the Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the Underwriter Information contained in the preparation of such documentProspectus, it being understood and agreed that the only such information furnished by any “Underwriter Information” consists of the following information described as such in Section 6(f) hereof or (ii) any Selling Stockholder specifically for use in the preparation Prospectus furnished on behalf of such document, it being understood each Underwriter: the concession and agreed that reallowance figures appearing in the only such paragraph under the caption “Underwriting” and the information furnished by any Selling Stockholder consists of contained in the Selling Stockholder Information[●]th paragraph(s) under the caption “Underwriting.”

Accurate Disclosure. The Each Preliminary Prospectus, at the time of filing thereof or the time of first use within the meaning of the Rules and Regulations, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Registration StatementStatement nor any amendment thereto, at the effective time of each part thereof, at the First Closing Date (as defined below) or at any the Second Closing Date (as defined below), did not contain and contained, contains or will not contain an untrue statement of a material fact and did not omit and or omitted, omits or will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Time of Sale (as defined below), neither (A) the Time of Sale Disclosure Package (as defined below) nor (B) any issuer free writing prospectus (as defined below), when considered together with the Time of Sale Disclosure Package, included did not include an untrue statement of a material fact or omitted omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) of the Rules and Regulations, at the First Closing Date or at any the Second Closing DateClosing, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The representations and warranties in this Section 2(a)(ii) shall not apply to statements in or omissions from any Preliminary Prospectus, the Registration Statement (or any amendment thereto), the Time of Sale Disclosure Package or the Prospectus (or any supplement thereto) made in reliance upon, and in conformity with, written information furnished to the Company by (i) you, or by any Underwriter through you, specifically for use in the preparation of such document, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(f) hereof or (ii) any Selling Stockholder specifically for use in the preparation of such document, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the Selling Stockholder Information).

Accurate Disclosure. The Each Preliminary Prospectus, at the time of filing thereof or the time of first use within the meaning of the Rules and Regulations, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Registration StatementStatement nor any amendment thereto, at the effective time of each part thereof, or at the First Closing Date (as defined below) or at any Second Closing Date (as defined below), did not contain and contained, contains or will not contain an untrue statement of a material fact and did not omit and or omitted, omits or will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Time of Sale (as defined below), neither (A) the Time of Sale Disclosure Package (as defined below) nor (B) any issuer free writing prospectus (as defined below), when considered together with the Time of Sale Disclosure Package, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) of the Rules and Regulations, at the First Closing Date or at any Second 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 light of the circumstances under which they were made, not misleading. The representations and warranties in this Section 2(a)(ii) shall not apply to statements in or omissions from any Preliminary Prospectus, the Registration Statement (or any amendment thereto), the Time of Sale Disclosure Package or the Prospectus (or any supplement thereto) made in reliance upon, and in conformity with, written information furnished to the Company by (i) you, or by any Underwriter through you, specifically for use in the preparation of such document, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 6(f6(e). As used in this Section and elsewhere in this Agreement: (A) hereof or Each reference to an “issuer free writing prospectus” herein means an issuer free writing prospectus as defined in Rule 433 of the Rules and Regulations. For the avoidance of doubt, the term “issuer free writing prospectus” shall not include any free writing prospectus (iias defined in Rule 405 under the Securities Act) any Selling Stockholder specifically for use in the preparation of such document, it being understood and agreed that the only such information furnished was prepared by any Selling Stockholder consists Underwriter or provided to any person by any Underwriter without the knowledge and consent of the Selling Stockholder InformationCompany.