Common use of Accurate Disclosure Clause in Contracts

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time or at any Applicable Time or any Settlement Date, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At each Applicable Time, neither (A) the Prospectus nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Prospectus, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Time or at any Settlement Date, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties set forth in the immediately preceding paragraph shall not apply to statements in or omissions from the Registration Statement or the Prospectus, as amended or supplemented, made in reliance upon and in conformity with information furnished to the Company in writing by the Agent or the Forward Purchaser expressly for use therein. For purposes of this Section 6(b), the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on the cover of the Prospectus and the statements related to stabilization under the caption “Plan of Distribution” in the Prospectus (the “Sales Agent Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time or at any time, as of the Applicable Time or any Settlement Dateat the Closing Time, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At each the Applicable Time, neither (A) the Prospectus General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper)thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), ) or at the Applicable Time or at any Settlement DateClosing Time, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such incorporated documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, do does not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties set forth in the immediately preceding paragraph this subsection shall not apply to statements in or omissions from the Registration Statement or any amendment thereto or the Prospectus, General Disclosure Package or the Prospectus or any amendment or supplement thereto (i) as amended to that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or supplemented, (ii) made in reliance upon and in conformity with information furnished to the Company in writing by the Agent or the Forward Purchaser expressly for use therein. For purposes of this Section 6(b), the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on the cover of the Prospectus and the statements related to stabilization under the caption “Plan of Distribution” in the Prospectus (the “Sales Agent Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any post-effective amendment thereto, at its effective time or at any Applicable Time or any Settlement Date, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of each Applicable Time, neither (A) the Prospectus nor (B) any no individual Issuer Limited Use Free Writing Prospectus, when considered together with the Prospectus, Prospectus included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), ) and at the each Applicable Time or at any Settlement DateTime, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties set forth in the immediately preceding paragraph this subsection shall not apply to statements in or omissions from the Registration Statement (or any post-effective amendment thereto) or the Prospectus, as amended Prospectus (or supplemented, any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company in writing by the Agent or the Forward Purchaser expressly for use therein. For purposes of this Section 6(b), the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on the cover of the Prospectus and the statements related to stabilization under the caption “Plan of Distribution” in the Prospectus (the “Sales Agent Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its the respective times the Registration Statement and any post-effective time or amendments thereto became effective and at any Applicable Time or any Settlement Datethe Closing Time, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At each Applicable Time, neither (A) Neither the Prospectus nor any amendment or supplement thereto (B) including any individual Issuer Limited Use Free Writing Prospectusprospectus wrapper), when considered together as of its date, at the time of any filing with the ProspectusCommission pursuant to Rule 424(b) and at the Closing Time, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as As of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Time or and at the Closing Time, neither (x) the General Disclosure Package nor (y) any Settlement Dateindividual Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an any untrue statement of a material fact or omitted, omits or will omit to state a any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties set forth in the immediately preceding paragraph Section 1(a)(ii) shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus, as amended Prospectus (or supplemented, any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Agent or the Forward Purchaser Representatives expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be (i) the Agent’s name on information regarding the cover of concession and reallowance appearing in the Prospectus third and the statements related to stabilization eighth paragraphs under the caption heading “Plan of DistributionUnderwriting”, (ii) the information regarding stabilization, syndicate covering transactions and penalty bids appearing in the eighth, ninth and tenth paragraphs under the heading “Underwriting” (but only insofar as such information concerns the Underwriters) and (iii) the information regarding market making by the Underwriters appearing in the fourth paragraph under the heading “Underwriting” in the Prospectus (collectively, the “Sales Agent Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time time, at the Closing Time or at any Applicable Time or any Settlement DateDate of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At each As of the Applicable Time, neither none of (A) the Prospectus nor General Disclosure Package, (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral Disclosure Package, nor (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Closing Time or at any Settlement DateDate of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties set forth in the immediately preceding paragraph this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the ProspectusProspectus (or any amendment or supplement thereto, as amended or supplemented, including any prospectus wrapper) made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Agent or the Forward Purchaser Representative expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on information in the cover of first paragraph under the Prospectus heading “Underwriting – Discounts, Commissions, and Expenses,” the information under the heading “Underwriting—Price Stabilization, Short Positions and Penalty Bids,” and the statements related to stabilization information under the caption heading “Plan of Underwriting—Electronic Distribution,” in each case contained in the Prospectus (collectively, the “Sales Agent Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time time, at the Closing Time or at any Applicable Time or any Settlement DateDate of Delivery, contained, contains or will contain an 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 to make the statements therein not misleading. At each As of the Applicable Time, neither none of (A) the Prospectus nor General Disclosure Package or (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral Disclosure Package, included, includes or will include an any untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither any preliminary prospectus, as of its issue date or at the Prospectus 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), at the Applicable Closing Time or at any Settlement DateDate of Delivery, 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, the General Disclosure Package, any preliminary prospectus and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement Statement, the General Disclosure Package, any preliminary prospectus or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties set forth in the immediately preceding paragraph this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the ProspectusProspectus (or any amendment or supplement thereto, as amended or supplemented, including any prospectus wrapper) made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Agent or the Forward Purchaser Representative expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on the cover of the Prospectus and the statements related to stabilization information under the caption heading “Plan of DistributionUnderwriting” contained in the Prospectus (collectively, the “Sales Agent Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time or at any Applicable Time or any Settlement Date, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At each Applicable Time, neither (A) the Prospectus General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Time ) or at any Settlement Date, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations Notwithstanding anything to the contrary in this Section, the Company makes no representation and warranties set forth in the immediately preceding paragraph shall not apply warranty with respect to any statements in or omissions from the Registration Statement or the Prospectus, as amended or supplemented, made in reliance upon and in conformity with information relating to the Agent furnished to the Company in writing by the Agent or the Forward Purchaser Agent, expressly for use therein. For purposes of this Section 6(b), in the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on the cover of Statement and the Prospectus and the statements related to stabilization under the caption “Plan of Distribution” in the Prospectus (the “Sales Agent Information”)any amendment or supplement thereto.

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time time, on the date hereof or at any Applicable Time or any Settlement Datethe Closing Time, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At each the Applicable Time, neither (A) the Prospectus General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper)thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), ) or at the Applicable Time or at any Settlement DateClosing Time, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such incorporated documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, do does not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties set forth in the immediately preceding paragraph this subsection shall not apply to statements in or omissions from the Registration Statement or any amendment thereto with respect to (i) that part of the Prospectus, as amended Registration Statement that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the Trust Indenture Act or supplemented, (ii) or the General Disclosure Package or the Prospectus or any amendment or supplement thereto made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Agent or the Forward Purchaser Representatives expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on the cover of the Prospectus and the statements related to stabilization under the caption “Plan of Distribution” in the Prospectus (the “Sales Agent Underwriter Information”).

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

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time time, at the Closing Time or at any Applicable Time or any Settlement DateDate of Delivery, contained, contains or will contain an 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 to make the statements therein not misleading. At each As of the Applicable Time, neither none of (A) the Prospectus nor General Disclosure Package or (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral Disclosure Package, included, includes or will include an any untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus 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), at the Applicable Closing Time or at any Settlement DateDate of Delivery, 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, the General Disclosure Package, the Preliminary Prospectus and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement Statement, the General Disclosure Package, the Preliminary Prospectus or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. Any further documents so filed and incorporated by reference in the Prospectus, when such documents are filed with Commission will conform in all material respects to the requirements of the 1933 Act or the 1934 Act, as applicable, and the rules and regulations of the Commission thereunder and will not contain any untrue statement of a material fact or omit to state any 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. The representations and warranties set forth in the immediately preceding paragraph this subsection shall not apply to statements in or omissions from the Registration Statement General Disclosure Package or the ProspectusProspectus (or any amendment or supplement thereto, as amended or supplemented, including any prospectus wrapper) made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Agent or the Forward Purchaser Representative expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on the cover of the Prospectus and the statements related to stabilization information under the caption heading “Plan of DistributionUnderwriting” contained in the Prospectus (collectively, the “Sales Agent Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time time, at the Closing Time or at any Applicable Time or any Settlement DateDate of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At each As of the Applicable Time, neither none of (A) the Prospectus nor General Disclosure Package, (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral Disclosure Package, nor (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Closing Time or at any Settlement DateDate of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties set forth in the immediately preceding paragraph this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the ProspectusProspectus (or any amendment or supplement thereto, as amended or supplemented, including any prospectus wrapper) made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Agent or the Forward Purchaser Representatives expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on information in the cover of first paragraph under the Prospectus heading “Underwriting—Commissions and Discounts,” the information in the first, second, third and fourth paragraphs under the heading “Underwriting—Price Stabilization, Short Positions and Penalty Bids” and the statements related to stabilization information under the caption heading “Plan of Underwriting—Electronic Distribution,” in each case contained in the Prospectus (collectively, the “Sales Agent Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time or at any Applicable Time or any Settlement Date, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At each Applicable Time, neither (A) the Prospectus General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Time ) or at any Settlement Date, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties set forth contained in the immediately preceding paragraph this Section 1(b) shall not apply to statements in or omissions from the Registration Statement Statement, the General Disclosure Package or the Prospectus, as amended or supplemented, Prospectus made in reliance upon and in conformity with written information furnished to the Company by any Agent in writing by the Agent or the Forward Purchaser expressly for use therein. For purposes of this Section 6(b), the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on the cover of the Prospectus and the statements related to stabilization under the caption “Plan of Distribution” in the Prospectus (the “Sales Agent Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time or at any Applicable Time or any Settlement Date, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At each Applicable Time, neither (A) the Prospectus General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Time ) or at any Settlement Date, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties set forth in the immediately preceding paragraph this Section 1(ii) shall not apply to statements in or omissions from the Registration Statement Statement, the General Disclosure Package or the Prospectus, as amended or supplemented, Prospectus made in reliance upon upon, and in conformity with with, written information furnished to the Company in writing by the Agent or the Forward Purchaser Agents expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on the cover of the Prospectus Agents and the statements related to stabilization under the caption “Plan of Distribution” Forward Purchasers in the Prospectus (collectively, the “Sales Agent Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time or at any Applicable Time or any Settlement Date, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At each Applicable Time, neither (A) the Prospectus General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Time ) or at any Settlement Date, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations Notwithstanding anything to the contrary in this Section, the Company makes no representation and warranties set forth in the immediately preceding paragraph shall not apply warranty with respect to any statements in or omissions from the Registration Statement or the Prospectus, as amended or supplemented, made in reliance upon and in conformity with information relating to an Agent furnished to the Company in writing by the Agent or the Forward Purchaser such Agent, expressly for use therein. For purposes of this Section 6(b), in the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on the cover of Statement and the Prospectus and the statements related to stabilization under the caption “Plan of Distribution” in the Prospectus (the “Sales Agent Information”)any amendment or supplement thereto.

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time or at any Applicable Time or any Settlement Datethe Closing Time, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At each As of the Applicable Time, neither (A) the Prospectus nor General Disclosure Package nor, (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), ) or at the Applicable Time or at any Settlement DateClosing Time, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties set forth in the immediately preceding paragraph this subsection shall not apply to (i) that part of the Registration Statement that constitutes the Statement of Eligibility and Qualification on Form T-1 under the Trust Indenture Act or (ii) statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus, as amended Prospectus (or supplemented, any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company in writing Issuer and the Parent Guarantor by any Underwriter through the Agent or the Forward Purchaser Representatives expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on information contained in the cover first sentence of the Prospectus fifth paragraph (regarding selling concessions) and the statements related to stabilization tenth paragraph (regarding short sales and stabilizing transactions), each under the caption heading “Plan of DistributionUnderwriting” contained in the Prospectus (collectively, the “Sales Agent Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time or at any Applicable Time or any Settlement Date, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At each Applicable Time, neither (A) the Prospectus General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Time ) or at any Settlement Date, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties set forth in the immediately preceding paragraph this Section 1(ii) shall not apply to statements in or omissions from the Registration Statement Statement, the General Disclosure Package or the Prospectus, as amended or supplemented, Prospectus made in reliance upon upon, and in conformity with with, written information furnished to the Company in writing by the Agent or the Forward Purchaser Agents expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on the cover of the Prospectus and the statements related to stabilization under the caption “Plan of Distribution” Agents in the Prospectus (collectively, the “Sales Agent Information”).

Accurate Disclosure. Neither the Registration Statement nor any post-effective amendment thereto, at its effective the time it became effective, the date hereof or at any Applicable Time or any Settlement Datethe Closing Time, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At each the Applicable Time, neither (A) the Prospectus General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of at its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at ) or the Applicable Time or at any Settlement DateClosing Time, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated or deemed to be incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties set forth in the immediately preceding paragraph this Section 1(a)(ii) shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto) or the Prospectus, as amended General Disclosure Package or supplemented, the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Agent or the Forward Purchaser Representatives expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished shall be the information in any the first paragraph under the heading “Underwriting (Conflicts of Interest)–Commissions and Discounts,” the information in the second paragraph under the heading “Underwriting (Conflicts of Interest)–Price Stabilization, Short Positions” and the information under the heading “Underwriting (Conflicts of Interest)–Electronic Distribution,” in each case contained in the Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on the cover of the Prospectus General Disclosure Package and the statements related to stabilization under the caption “Plan of Distribution” in the Prospectus (collectively, the “Sales Agent Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time time, at the Closing Time or at any Applicable Time or any Settlement DateDate of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At each As of the Applicable Time, neither of (A) the Prospectus nor General Disclosure Package and (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Closing Time or at any Settlement DateDate of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties set forth in the immediately preceding paragraph this subsection shall not apply to statements in or omissions from the Registration Statement (or any post-effective amendment thereto), the General Disclosure Package or the Prospectus, as amended Prospectus (or supplemented, any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Agent or the Forward Purchaser Representatives expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on concession information appearing in the cover second paragraph of the Prospectus and the statements related to stabilization text under the caption “Plan of Underwriting,” the information in the second, third and fourth paragraphs under the heading “Underwriting—Price Stabilization, Short Positions and Penalty Bids” and the information under the heading “Underwriting—Electronic Distribution” in each case contained in the Prospectus (collectively, the “Sales Agent Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time or at any Applicable Time or any Settlement Date, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At each Applicable Time, neither (A) the Prospectus General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Time ) or at any Settlement Date, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties set forth in the immediately preceding paragraph shall not apply to statements in or omissions from the Registration Statement Statement, the General Disclosure Package or the Prospectus, as amended or supplemented, made in reliance upon and in conformity with information furnished to the Company in writing by the Agent or the Forward Purchaser Agents expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be (i) the applicable Agent’s name on and (ii) the cover last sentence of the Prospectus and the statements related to stabilization first paragraph under the caption “Plan of Distribution” in the Prospectus Supplement (the “Sales Agent Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time time, at the Closing Time or at any Applicable Time or any Settlement DateDate of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At each As of the Applicable Time, neither none of (A) the Prospectus nor General Disclosure Package (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral Disclosure Package, and (C) individual Written Testing-the-Waters Communication, when considered with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Closing Time or at any Settlement DateDate of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties set forth in the immediately preceding paragraph this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus, as amended Prospectus (or supplemented, any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company in writing by the Agent or the Forward Purchaser any Underwriter through a Representative expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on information in the cover of first paragraph under the Prospectus heading “Underwriting–Commissions and Discounts,” the information in the second, third and fourth paragraphs under the heading “Underwriting–Price Stabilization, Short Positions” and the statements related to stabilization information under the caption heading “Plan of Underwriting–Electronic Distribution,” in each case contained in the Prospectus (collectively, the “Sales Agent Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time time, at the Closing Time or at any Applicable Time or any Settlement DateDate of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At each As of the Applicable Time, neither none of (A) the Prospectus nor General Disclosure Package, (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral Disclosure Package, nor (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Closing Time or at any Settlement DateDate of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties set forth in the immediately preceding paragraph this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the ProspectusProspectus (or any amendment or supplement thereto, as amended or supplemented, including any prospectus wrapper) made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Agent or the Forward Purchaser Representatives expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on information in the cover of first paragraph under the Prospectus heading “Underwriting—Commissions and Discounts,” the information in the first, second, third and fourth paragraphs under the heading “Underwriting—Price Stabilization, Short Positions and Penalty Bids” and the statements related to stabilization information under the caption heading “Plan of Underwriting—Electronic Distribution” in each case contained in the Prospectus (collectively, the “Sales Agent Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its the respective times the Registration Statement and any post-effective time amendments thereto became effective or at any Applicable Time or any Settlement Datethe Closing Time, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At each Applicable Time, neither (A) Neither the Prospectus nor any amendment or supplement thereto (B) including any individual Issuer Limited Use Free Writing Prospectusprospectus wrapper), when considered together as of its date, at the time of any filing with the ProspectusCommission pursuant to Rule 424(b), at the Closing Time, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as As of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Time or and at the Closing Time, neither (x) the General Disclosure Package nor (y) any Settlement Dateindividual Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an any untrue statement of a material fact or omitted, omits or will omit to state a any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties set forth in the immediately preceding paragraph Section 1(a)(ii) shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus, as amended Prospectus (or supplemented, any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company in writing by the Agent or the Forward Purchaser Underwriter expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on information in the cover of fourth paragraph under the Prospectus heading “Underwriting” and the statements related to stabilization information in the first and second paragraphs under the caption heading “Plan of DistributionUnderwriting—Short Positions” in the Prospectus (collectively, the “Sales Agent Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time time, or at any Applicable Time or any Settlement Datethe Closing Time, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At each As of the Applicable Time, neither (A) the Prospectus General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), or at the Applicable Time or at any Settlement DateClosing Time, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties set forth in the immediately preceding paragraph this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus, as amended Prospectus (or supplemented, any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company in writing by the Agent or the Forward Purchaser Underwriter expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on information in the cover of second, third and fourth paragraphs under the Prospectus heading “Underwriting–Price Stabilization, Short Positions” and the statements related to stabilization information under the caption heading “Plan of Underwriting–Electronic Distribution” in each case contained in the Prospectus (collectively, the “Sales Agent Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time time, at the Closing Time or at any Applicable Time or any Settlement DateDate of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At each the Applicable Time, neither (A) the Prospectus General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper)thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Closing Time or at any Settlement DateDate of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such incorporated documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, do does not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties set forth in the immediately preceding paragraph this subsection shall not apply to statements in or omissions from the Registration Statement or any amendment thereto or the Prospectus, as amended General Disclosure Package or supplemented, the Prospectus or any amendment or supplement thereto made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Agent or the Forward Purchaser Representatives expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished shall be the information in any the third paragraph under the heading “Underwriting,” the information in the fifth sentence under the heading “Underwriting–New Issue of Securities,” the information in the first paragraph under the heading “Underwriting–Short Positions” and, solely with respect to statements that the Underwriters have not made certain representations or predictions, the information in the last sentence of the second paragraph under the heading “Underwriting–Short Positions,” in each case, contained in the Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on preliminary prospectus contained in the cover of the Prospectus General Disclosure Package and the statements related to stabilization under the caption “Plan of Distribution” in the Prospectus (collectively, the “Sales Agent Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time or at any Applicable Time or any Settlement Datethe Closing Time, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At each As of the Applicable Time, neither (A) the Prospectus nor General Disclosure Package nor, (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), ) or at the Applicable Time or at any Settlement DateClosing Time, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties set forth in the immediately preceding paragraph this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus, as amended Prospectus (or supplemented, any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Agent or the Forward Purchaser Representatives expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on information contained in the cover first and second sentences of the Prospectus fifth paragraph (regarding selling concessions), the twelfth paragraph (regarding short sales and stabilizing transactions) and the statements related to stabilization third, fourth and fifth sentences of the seventeenth paragraph (regarding hedging activities), each under the caption heading “Plan of DistributionUnderwriting” contained in the Prospectus (collectively, the “Sales Agent Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time or at any Applicable Time or any Settlement Date, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At each Applicable Time, neither (A) the Prospectus General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Time ) or at any Settlement Date, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties set forth in the immediately preceding paragraph shall not apply to statements in or omissions from the Registration Statement Statement, the General Disclosure Package or the Prospectus, as amended or supplemented, made in reliance upon and in conformity with information furnished to the Company in writing by the Agent or the Forward Purchaser expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on and the cover last sentence of the Prospectus and the statements related to stabilization first paragraph under the caption “Plan of Distribution” in the Prospectus Supplement (the “Sales Agent Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its the times they became effective, at each deemed effective time or date with respect to [ ] pursuant to Rule 430B(f)(2) under the Securities Act, at any each Applicable Time or any and at each Settlement Date, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At each Applicable Time, neither (A) Neither the Prospectus (nor (B) any individual one or more Issuer Limited Use Free Writing Prospectus, Prospectuses when considered together with the Prospectus, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus ) nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b)) under the Securities Act, at the each Applicable Time or at any Settlement Date, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, the Prospectus and the any Issuer Free Writing Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement Statement, the Prospectus or such Issuer Free Writing Prospectus when considered together with the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the immediately preceding paragraph this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), any Issuer Free Writing Prospectus or the Prospectus, as amended Prospectus (or supplementedany amendment or supplement thereto (including any prospectus wrapper)), made in reliance upon and in conformity with written information furnished to the Company in writing by the Agent or the Forward Purchaser [ ] expressly for use therein. For purposes of this Section 6(b), the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on the cover of the Prospectus and the statements related to stabilization under the caption “Plan of Distribution” in the Prospectus (the “Sales Agent Information”).

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

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time or at any Applicable Time or any Settlement Date, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At each Applicable Time, neither (A) the Prospectus General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Time ) or at any Settlement Date, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in into the Registration Statement Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties set forth contained in the immediately preceding paragraph this Section 1(ii) shall not apply to statements in or omissions from the Registration Statement Statement, the General Disclosure Package or the Prospectus, as amended or supplemented, Prospectus made in reliance upon and in conformity with written information furnished to the Company in writing by the Agent or the Forward Purchaser Agents expressly for use therein. For purposes of this Section 6(b), The parties hereto agree that the only information so furnished to the Company by the Agents is the information in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on the cover of the Prospectus and in the statements related to stabilization last sentence in paragraph three under the caption “Plan of DistributionDistribution (Conflicts of Interest)” relating to the Agents’ potential investment in the Prospectus (the “Sales Agent Information”)various securities.

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its the times they became effective, at each deemed effective time or date with respect to the Agent pursuant to Rule 430B(f)(2) under the Securities Act, at any each Applicable Time or any and at each Settlement Date, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At each Applicable Time, neither (A) Neither the Prospectus (nor (B) any individual one or more Issuer Limited Use Free Writing Prospectus, Prospectuses when considered together with the Prospectus, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus ) nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b)) under the Securities Act, at the each Applicable Time or at any Settlement Date, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, the Prospectus and the any Issuer Free Writing Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement Statement, the Prospectus or such Issuer Free Writing Prospectus when considered together with the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the immediately preceding paragraph this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), any Issuer Free Writing Prospectus or the Prospectus, as amended Prospectus (or supplementedany amendment or supplement thereto (including any prospectus wrapper)), made in reliance upon and in conformity with written information furnished to the Company in writing by the Agent or the Forward Purchaser expressly for use therein. For purposes of this Section 6(b), the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on the cover of the Prospectus and the statements related to stabilization under the caption “Plan of Distribution” in the Prospectus (the “Sales Agent Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time time, at the Closing Time or at any Applicable Time or any Settlement DateDate of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At each As of the Applicable Time, neither (A) the Prospectus General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper)thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Closing Time or at any Settlement DateDate of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties set forth in the immediately preceding paragraph this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus, as amended Prospectus (or supplemented, any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company in writing by the Agent or the Forward Purchaser any Underwriter through Xxxxxxx Xxxxx expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on information in the cover of first paragraph under the Prospectus heading “Underwriting–Commissions and Discounts,” the information in the second and third paragraphs under the heading “Underwriting–Price Stabilization, Short Positions” and the statements related to stabilization information under the caption heading “Plan of Underwriting–Electronic Distribution” in each case contained in the Prospectus (collectively, the “Sales Agent Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time or at any Applicable Time or any Settlement Date, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At each Applicable Time, neither (A) the Prospectus nor (B) any no individual Issuer Limited Use Free Writing Prospectus, when considered together with the Prospectus, Prospectus included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Time ) or at any Settlement Date, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations Notwithstanding anything to the contrary in this Section, the Company makes no representation and warranties set forth in the immediately preceding paragraph shall not apply warranty with respect to any statements in or omissions from the Registration Statement or the Prospectus, as amended or supplemented, made in reliance upon and in conformity with information relating to the Agents furnished to the Company in writing by the Agent or the Forward Purchaser Agents, expressly for use therein. For purposes of this Section 6(b), in the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on the cover of Statement and the Prospectus and the statements related to stabilization under the caption “Plan of Distribution” in the Prospectus (the “Sales Agent Information”)any amendment or supplement thereto.

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time or at any Applicable the Closing Time or at any Settlement DateDate of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At each As of the Applicable Time, neither (A) the Prospectus General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper)thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Closing Time or at any Settlement DateDate of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties set forth in the immediately preceding paragraph this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus, as amended Prospectus (or supplemented, any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Agent or the Forward Purchaser Representatives expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be (i) the Agent’s name names of the Underwriters on the cover of the Prospectus page and the statements related to stabilization under the caption heading “Plan of DistributionUnderwriting,” (ii) the first paragraph under the heading “Underwriting–Commissions and Discounts” and (iii) the information in the first and second paragraphs under the heading “Underwriting–Price Stabilization and Short Positions,” in each case, contained in the Prospectus (collectively, the “Sales Agent Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time time, at the Closing Time or at any Applicable Time or any Settlement DateDate of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At each As of the Applicable Time, neither none of (A) the Prospectus nor General Disclosure Package, (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral Disclosure Package, nor (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Closing Time or at any Settlement DateDate of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties set forth in the immediately preceding paragraph this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the ProspectusProspectus (or any amendment or supplement thereto, as amended or supplemented, including any prospectus wrapper) made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Agent or the Forward Purchaser Representatives expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on information regarding the cover of concession appearing in the Prospectus first paragraph under the heading “Underwriting—Commissions and Discounts” and the statements related to information regarding short positions, price stabilization and penalty bids appearing in the second, third and fourth paragraphs under the caption heading “Plan of DistributionUnderwriting—Price Stabilization, Short Positions and Penalty Bids,” in each case contained in the Prospectus (collectively, the “Sales Agent Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time time, at the Closing Time or at any Applicable Time or any Settlement DateDate of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At each As of the Applicable Time, neither none of (A) the Prospectus nor General Disclosure Package, (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral Disclosure Package, nor (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Closing Time or at any Settlement DateDate of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties set forth in the immediately preceding paragraph this subsection (1)(a)(ii) shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the ProspectusGeneral Disclosure Package, as amended the Prospectus (or supplementedany amendment or supplement thereto, including any prospectus wrapper), any Issuer Limited Use Free Writing Prospectus or any individual Written Testing-the-Waters Communication made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Agent or the Forward Purchaser Representatives expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on information in the cover of first paragraph under the Prospectus heading “Underwriting – Discounts and Commissions,” the information in the second, third and fourth paragraphs under the heading “Underwriting – Price Stabilization, Short Positions and Penalty Bids” and the statements related to stabilization information under the caption heading “Plan of Underwriting – Electronic Distribution” in each case contained in the Prospectus (collectively, the “Sales Agent Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time time, at the Closing Time or at any Applicable Time or any Settlement DateDate of Delivery, contained, contains or will contain an 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 to make the statements therein not misleading. At each As of the Applicable Time, neither none of (A) the Prospectus nor General Disclosure Package or (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral Disclosure Package, included, includes or will include an any untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither any preliminary prospectus, as of its issue date or at the Prospectus 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), at the Applicable Closing Time or at any Settlement DateDate of Delivery, 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, the General Disclosure Package, any preliminary prospectus and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement Statement, the General Disclosure Package, any preliminary prospectus or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties set forth in the immediately preceding paragraph this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the ProspectusProspectus (or any amendment or supplement thereto, as amended or supplemented, including any prospectus wrapper) made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Agent or the Forward Purchaser Representatives expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on information in the cover of third, seventh, twelfth and thirteenth paragraphs under the Prospectus heading “Underwriting” and the statements related to stabilization second and third sentences in the fourteenth paragraph under the caption heading “Plan of DistributionUnderwriting,” in each case contained in the Prospectus (collectively, the “Sales Agent Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its the respective times the Registration Statement and any post-effective time amendments thereto became effective, at the Closing Time or at any Applicable Time or any Settlement DateDate of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At each Applicable Time, neither (A) Neither the Prospectus nor any amendment or supplement thereto (B) including any individual Issuer Limited Use Free Writing Prospectusprospectus wrapper), when considered together as of its date, at the time of any filing with the ProspectusCommission pursuant to Rule 424(b), at the Closing Date or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither As of the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue dateApplicable Time, at the time Closing Time and at each Date of Delivery, neither (x) the General Disclosure Package nor (y) any filing individual Issuer Limited Use Free Writing Prospectus, when considered together with the Commission pursuant to Rule 424(b), at the Applicable Time or at any Settlement DateGeneral Disclosure Package, included, includes or will include an any untrue statement of a material fact or omitted, omits or will omit to state a any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties set forth in the immediately preceding paragraph Section 1(a)(ii) shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus, as amended Prospectus (or supplemented, any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Agent or the Forward Purchaser Representatives expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on information in the cover of first paragraph under the Prospectus heading “Underwriting–Commissions and Discounts,” and the statements related to stabilization information in the second, third and fourth paragraphs under the caption heading “Plan of DistributionUnderwriting–Price Stabilization, Short Positions and Penalty Bids” in the Prospectus (collectively, the “Sales Agent Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its the respective times the Registration Statement and any post-effective time amendments thereto became effective, at the Closing Time or at any Applicable Time or any Settlement DateDate of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At each Applicable Time, neither (A) Neither the Prospectus nor any amendment or supplement thereto (B) including any individual Issuer Limited Use Free Writing Prospectusprospectus wrapper), when considered together as of its date, at the time of any filing with the ProspectusCommission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither As of the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue dateApplicable Time, at the time Closing Time and at each Date of Delivery, neither (x) the General Disclosure Package nor (y) any filing individual Issuer Free Writing Prospectus, when considered together with the Commission pursuant to Rule 424(b), at the Applicable Time or at any Settlement DateGeneral Disclosure Package, included, includes or will include an any untrue statement of a material fact or omitted, omits or will omit to state a any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties set forth in the immediately preceding paragraph Section 1(a)(ii) shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus, as amended Prospectus (or supplemented, any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Agent or the Forward Purchaser Representatives expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on information in the cover of first paragraph under the Prospectus heading “Underwriting–Commissions and Discounts,” and the statements related to stabilization information in the second, third and fourth paragraphs under the caption heading “Plan of DistributionUnderwriting–Price Stabilization, Short Positions and Penalty Bids” in the Prospectus (collectively, the “Sales Agent Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time or at any Applicable Time or any Settlement Datethe Closing Time, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At each As of the Applicable Time, neither none of (A) the Prospectus General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), ) or at the Applicable Time or at any Settlement DateClosing Time, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the General Disclosure Package or the Prospectus, in the light of the circumstances under which they were made) not misleading. The representations and warranties set forth in the immediately preceding paragraph this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus, as amended Prospectus (or supplemented, any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company in writing by the Agent or the Forward Purchaser Underwriter expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on information in the cover of first paragraph under the Prospectus heading “Underwriting–Commissions and Discounts” and the statements related to stabilization information in the second, third and fourth paragraphs under the caption heading “Plan of DistributionUnderwriting–Price Stabilization, Short Positions and Penalty Bids” in each case contained in the Prospectus (collectively, the “Sales Agent Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time time, at the Closing Time or at any Applicable Time or any Settlement DateDate of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At each the Applicable Time, neither (A) the Prospectus General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Closing Time or at any Settlement DateDate of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such incorporated documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, do does not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties set forth in the immediately preceding paragraph this subsection shall not apply to statements in or omissions from the Registration Statement or any amendment thereto or the Prospectus, as amended General Disclosure Package or supplemented, the Prospectus or any amendment or supplement thereto made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Agent or the Forward Purchaser Representatives expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished shall be the information in any the first paragraph under the heading “Underwriting—Commissions and Discounts,” the information in the second, third and fourth paragraphs under the heading “Underwriting—Price Stabilization and Short Positions” and the information under the heading “Underwriting—Electronic Distribution”, in each case, contained in the Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on preliminary prospectus contained in the cover of Registration Statement, the Prospectus General Disclosure Package and the statements related to stabilization under the caption “Plan of Distribution” in the Prospectus (collectively, the “Sales Agent Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time time, at the Closing Time or at any Applicable Time or any Settlement DateDate of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At each As of the Applicable Time, neither none of (A) the Prospectus nor General Disclosure Package, (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral Disclosure Package and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Closing Time or at any Settlement DateDate of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties set forth in the immediately preceding paragraph this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus, as amended Prospectus (or supplemented, any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Agent or the Forward Purchaser Representatives expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished shall be the information relating to concessions in any the first paragraph under the heading “Underwriting–Commissions and Discounts,” the information in the second, third and fourth paragraphs under the heading “Underwriting–Price Stabilization and Short Positions” and the information under the heading “Underwriting–Electronic Distribution” in each case contained in such Registration Statement, Prospectus General Disclosure Package or Issuer Free Writing Prospectus shall be the Agent’s name on the cover of the Prospectus and the statements related to stabilization under the caption “Plan of Distribution” in the Prospectus (collectively, the “Sales Agent Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time time, on the date hereof, at the Closing Time or at any Applicable Time or any Settlement DateDate of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At each the Applicable TimeTime and any Date of Delivery, neither none of (A) the Prospectus General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Prospectus, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper)thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Closing Time or at any Settlement DateDate of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties set forth in the immediately preceding paragraph this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus, as amended Prospectus (or supplemented, any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Agent or the Forward Purchaser Representative expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on concession figure appearing in the cover of first paragraph under the Prospectus heading “Underwriting–Commissions and Discounts” and the statements related to stabilization information contained in the first sentence in the second paragraph and the third sentence in the third paragraph under the caption heading “Plan of DistributionUnderwriting–Price Stabilization, Short Positions,” in each case contained in the Prospectus (collectively, the “Sales Agent Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time time, at the Closing Time or at any Applicable Time or any Settlement DateDate of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At each As of the Applicable Time, neither (A) the Prospectus General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper)thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Closing Time or at any Settlement DateDate of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties set forth in the immediately preceding paragraph this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus, as amended Prospectus (or supplemented, any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Agent or the Forward Purchaser Representatives expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on information in the cover of first paragraph under the Prospectus heading “Underwriting–Commissions and Discounts,” the information in the second, third and fourth paragraphs under the heading “Underwriting–Price Stabilization, Short Positions” and the statements related to stabilization information under the caption heading “Plan of Underwriting–Electronic Distribution” in each case contained in each preliminary prospectus and the Prospectus (collectively, the “Sales Agent Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time time, as of the Time of Sale or at any Applicable Time or any Settlement on the Closing Date, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At each Applicable Timethe Time of Sale, neither (A) the Time of Sale Prospectus nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Time of Sale Prospectus, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper)thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at ) or on the Applicable Time or at any Settlement Closing Date, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus, at the time the Registration Statement became effective or when such incorporated documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement Statement, the Time of Sale Prospectus or the Prospectus, as the case may be, did not, do does not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties set forth in the immediately preceding paragraph this subsection shall not apply to statements in or omissions from the Registration Statement or any amendment thereto or the Prospectus, as amended Time of Sale Prospectus or supplemented, the Prospectus or any amendment or supplement thereto made in reliance upon and in conformity with information furnished to the Company in writing by the Agent or the Forward Purchaser expressly for use therein. For purposes of this Section 6(b), the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on the cover of the Prospectus and the statements related to stabilization under the caption “Plan of Distribution” in the Prospectus (the “Sales Agent Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time time, at the Closing Time or at any Applicable Time or any Settlement DateDate of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At each As of the Applicable Time, neither (A) the Prospectus General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper)thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Closing Time or at any Settlement DateDate of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties set forth in the immediately preceding paragraph this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus, as amended Prospectus (or supplemented, any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company in writing by the Agent or the Forward Purchaser any Underwriter through Xxxxx Fargo Securities expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on information in the cover of first paragraph under the Prospectus heading “Underwriting–Commissions and Discounts,” the information in the second and third paragraphs under the heading “Underwriting–Price Stabilization, Short Positions” and the statements related to stabilization information under the caption heading “Plan of Underwriting– Electronic Distribution” in each case contained in the Prospectus (collectively, the “Sales Agent Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, thereto at its effective time time, at the Closing Time or at any Applicable Time or any Settlement DateDate of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At each As of the Applicable Time, neither none of (A) the Prospectus General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral Disclosure Package and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Closing Time or at any Settlement DateDate of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties set forth in the immediately preceding paragraph this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus, as amended Prospectus (or supplemented, any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Agent or the Forward Purchaser Representatives expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on information in the cover of first paragraph under the Prospectus heading “Underwriting—Underwriting Discounts and Commissions,” the information under the heading “Underwriting—Price Stabilization, Short Positions and Penalty Bids,” and the statements related to stabilization information under the caption heading “Plan of Underwriting—Electronic Distribution,” in each case contained in the Prospectus (collectively, the “Sales Agent Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time time, at the Closing Time or at any Applicable Time or any Settlement DateDate of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At each As of the Applicable Time, neither none of (A) the Prospectus nor General Disclosure Package, (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral Disclosure Package, nor (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Closing Time or at any Settlement DateDate of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties set forth in the immediately preceding paragraph this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the ProspectusProspectus (or any amendment or supplement thereto, as amended or supplemented, including any prospectus wrapper) made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Agent or the Forward Purchaser Representative expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on information in the cover of the Prospectus first and the statements related to stabilization second paragraphs under the caption “Plan of DistributionUnderwriting-Price Stabilization, Short Positions and Penalty Bids ” in each case contained in the Prospectus (collectively, the “Sales Agent Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time time, at the date hereof, the Applicable Time or at any Applicable Time or any Settlement DateDate of Delivery, contained, contains or will contain (or incorporated, incorporates or will incorporate by reference) an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At each As of the date hereof, the Applicable Time, neither (A) or at any Date of Delivery, the Prospectus nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Prospectus, included, includes did not or will not include (or incorporate by reference) an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b)497, at the date hereof, the Applicable Time or at any Settlement DateDate of Delivery, included, includes or will include (or incorporated, incorporates or will incorporate) an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties set forth in the immediately preceding paragraph this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto) or the Prospectus, as amended Prospectus (or supplemented, any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company in writing by the Sales Agent or the Forward Purchaser expressly for use therein. For purposes of this Section 6(b), the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on the cover of the Prospectus and the statements related to stabilization under the caption “Plan of Distribution” in the Prospectus (the “Sales Agent Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time time, at the Closing Time or at any Applicable Time or any Settlement DateDate of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At each As of the Applicable Time, neither none of (A) the Prospectus nor General Disclosure Package, (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral Disclosure Package, nor (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Closing Time or at any Settlement DateDate of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties set forth in the immediately preceding paragraph this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the ProspectusProspectus (or any amendment or supplement thereto, as amended or supplemented, including any prospectus wrapper) made in reliance upon and in conformity with written information furnished to the Company in writing by the Agent or the Forward Purchaser any Underwriter through Leerink expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on information in the cover of [first paragraph under the Prospectus heading “Underwriting—Commissions and Discounts,” the information in the second, third and fourth paragraphs under the heading “Underwriting—Price Stabilization, Short Positions and Penalty Bids” and the statements related to stabilization information under the caption heading “Plan of Underwriting—Electronic Distribution” ”] in each case contained in the Prospectus (collectively, the “Sales Agent Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time or the times they became effective, at any Applicable Time or any Settlement Datethe Closing Time, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At each As of the Applicable Time, neither (A) the Prospectus General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Time or at any Settlement DateClosing Time, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the immediately preceding paragraph this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package, any individual Issuer Limited Use Free Writing Prospectus or the Prospectus, as amended Prospectus (or supplementedany amendment or supplement thereto (including any prospectus wrapper)), made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Agent or the Forward Purchaser Representatives expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on information in the cover first paragraph under the heading “Underwriting—Commissions and Discounts,” the information in the second and third paragraphs and in the last sentence of the Prospectus fourth paragraph under the heading “Underwriting—Price Stabilization, Short Positions and Penalty Bids” and the statements related to stabilization information under the caption heading “Plan of Underwriting—Electronic Distribution” in the Prospectus (collectively, the “Sales Agent Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, thereto at its effective time time, at the Closing Time or at any Applicable Time or any Settlement DateDate of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At each As of the Applicable Time, neither none of (A) the Prospectus General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral Disclosure Package and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Closing Time or at any Settlement DateDate of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties set forth in the immediately preceding paragraph this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus, as amended Prospectus (or supplemented, any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Agent or the Forward Purchaser Representatives expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on information in the cover of first paragraph under the Prospectus heading “Underwriters—Underwriting Discount,” the information under the heading “Underwriters—Price Stabilization, Short Positions and Penalty Bids,” and the statements related to stabilization information under the caption heading “Plan of Underwriters—Electronic Distribution,” in each case contained in the Prospectus (collectively, the “Sales Agent Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time time, at the Closing Time or at any Applicable Time or any Settlement DateDate of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At each As of the Applicable Time, neither none of (A) the Prospectus nor General Disclosure Package (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral Disclosure Package and (C) and individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any its filing with the Commission pursuant to Rule 424(b), at the Applicable Closing Time or at any Settlement DateDate of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties set forth in the immediately preceding paragraph this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus, as amended Prospectus (or supplemented, any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company in writing by the Agent or the Forward Purchaser any Underwriter through Xxxxxxx Xxxxx expressly for use therein. For purposes of this Section 6(b), the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on the cover of the Prospectus and the statements related to stabilization under the caption “Plan of Distribution” in the Prospectus (the “Sales Agent Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its the times they became effective, at each deemed effective time or date with respect to Agent and the Forward Seller pursuant to Rule 430(B)(f)(2) under the Securities Act, at any each Applicable Time or any Settlement and at each Representation Date, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. At each Applicable Time, neither (A) Neither the Prospectus (nor (B) any individual Issuer Limited Use Free Writing Prospectusone or more issuer free writing prospectuses, when considered together with the Prospectus) contained, included, includes contains or will include contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b)) under the Securities Act, at the each Applicable Time or at any Settlement Representation Date, includedcontained, includes contains or will include contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, the Prospectus and the any issuer free writing Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement Statement, the Prospectus or such issuer free writing prospectus when considered together with the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the immediately preceding paragraph this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), any issuer free writing prospectus or the Prospectus, as amended Prospectus (or supplementedany amendment or supplement thereto (including any prospectus wrapper)), made in reliance upon and in conformity with written information furnished to the Company in writing by Agent, the Agent or Forward Seller and the Forward Purchaser expressly specifically for use therein. For purposes of this Section 6(b), the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on the cover of the Prospectus and the statements related to stabilization under the caption “Plan of Distribution” in the Prospectus therein (the “Sales Agent Counterparty Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time or at any Applicable Time or any Settlement Datethe Closing Time, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At each the Applicable Time, neither (A) the Prospectus General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), ) or at the Applicable Time or at any Settlement DateClosing Time, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such incorporated documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, do does not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties set forth in the immediately preceding paragraph this subsection shall not apply to (i) that part of the Registration Statement that constitutes the Statement of Eligibility (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 or the Prospectus, as amended General Disclosure Package or supplemented, the Prospectus or any amendment or supplement thereto made in reliance upon and in conformity with written information furnished to the Company in writing by the Agent or the Forward Purchaser any Underwriter through Xxxxxxx Xxxxx expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any relation to clause (ii) above shall be the information in the first paragraph under the heading “Underwriting-Commissions and Discounts” and the information in the first and second paragraphs under the heading “Underwriting-Short Positions,” in each case, contained in the Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on preliminary prospectus contained in the cover of the Prospectus General Disclosure Package and the statements related to stabilization under the caption “Plan of Distribution” in the Prospectus (collectively, the “Sales Agent Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time time, at the Closing Time or at any Applicable Time or any Settlement DateDate of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At each As of the Applicable Time, neither (A) the Prospectus General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper)thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Closing Time or at any Settlement DateDate of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties set forth in the immediately preceding paragraph this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus, as amended Prospectus (or supplemented, any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company in writing by the Agent or the Forward Purchaser any Underwriter through Xxxxx Fargo and Xxxxxxx Xxxxx expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on information in the cover of first paragraph under the Prospectus heading “Underwriting–Commissions and Discounts,” the information in the second and third paragraphs under the heading “Underwriting–Price Stabilization, Short Positions” and the statements related to stabilization information under the caption heading “Plan of Underwriting–Electronic Distribution” in each case contained in the Prospectus (collectively, the “Sales Agent Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time or at any Applicable Time or any Settlement Datethe Closing Time, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At each As of the Applicable Time, neither neither (A) the Prospectus nor General Disclosure Package nor, (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), ) or at the Applicable Time or at any Settlement DateClosing Time, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties set forth in the immediately preceding paragraph this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus, as amended Prospectus (or supplemented, any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company in writing by the Agent any Underwriter or the Forward Purchaser Seller expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on information contained in the cover of the Prospectus seventeenth paragraph (regarding short sales and the statements related to stabilization stabilizing transactions) under the caption heading “Plan of DistributionUnderwriting” contained in the Prospectus (collectively, the “Sales Agent Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, thereto at its effective time time, at the Closing Time or at any Applicable Time or any Settlement DateDate of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At each As of the Applicable Time, neither none of (A) the Prospectus General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral Disclosure Package and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Closing Time or at any Settlement DateDate of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties set forth in the immediately preceding paragraph this subsection shall not apply to (i) the Statement of Eligibility (Form T-1) of the Trustee under the 1939 Act or (ii) statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus, as amended Prospectus (or supplemented, any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Agent or the Forward Purchaser Representatives expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on information in the cover of first paragraph under the Prospectus heading “Underwriting—Underwriting Discounts and Commissions,” the information under the heading “Underwriting—Price Stabilization and Short Positions,” and the statements related to stabilization information under the caption heading “Plan of Underwriting—Electronic Distribution,” in each case contained in the Prospectus (collectively, the “Sales Agent Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time or time, at any Applicable Time or any Settlement Datethe Closing Time, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At each As of the Applicable Time, neither none of (A) the Prospectus General Disclosure Package, nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Time or at any Settlement DateClosing Time, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties set forth in the immediately preceding paragraph this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the ProspectusProspectus (or any amendment or supplement thereto, as amended or supplemented, including any prospectus wrapper) made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Agent or the Forward Purchaser Representative expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on information in the cover of the Prospectus fifth and the statements related to stabilization twelfth paragraphs under the caption section entitled “Plan of DistributionUnderwriting” contained in the Prospectus (collectively, the “Sales Agent Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time time, at the Closing Time or at any Applicable Time or any Settlement DateDate of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At each As of the Applicable Time, neither none of (A) the Prospectus nor General Disclosure Package, (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral Disclosure Package, nor (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Closing Time or at any Settlement DateDate of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties set forth in the immediately preceding paragraph this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the ProspectusProspectus (or any amendment or supplement thereto, as amended or supplemented, including any prospectus wrapper) made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Agent or the Forward Purchaser Representatives expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on information in the cover of first paragraph under the Prospectus heading “Underwriting—Commissions and Discounts,” the information in the second, third and fourth paragraphs under the heading “Underwriting—Price Stabilization, Short Positions and Penalty Bids” and the statements related to stabilization information under the caption heading “Plan of Underwriting—Electronic Distribution” in each case contained in the Prospectus (collectively, the “Sales Agent Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time time, at the Closing Time or at any Applicable Time or any Settlement DateDate of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At each As of the Applicable Time, neither none of (A) the Prospectus nor General Disclosure Package, (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral Disclosure Package, nor (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Closing Time or at any Settlement DateDate of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties set forth in the immediately preceding paragraph this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the ProspectusProspectus (or any amendment or supplement thereto, as amended or supplemented, including any prospectus wrapper) made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Agent or the Forward Purchaser Representatives expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on information in the cover of first paragraph under the Prospectus heading “Underwriting–Commissions and Discounts,” the information in the second, third and fourth paragraphs under the heading “Underwriting–Price Stabilization, Short Positions and Penalty Bids” and the statements related to stabilization information under the caption heading “Plan of Underwriting–Electronic Distribution” in each case contained in the Prospectus (collectively, the “Sales Agent Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time or at any Applicable Time or any Settlement Date, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein therein, or necessary to make the statements therein therein, not misleading. At each Applicable Time, neither (A) the Prospectus General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Time ) or at any Settlement Date, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, therein not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omitted, omit or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the immediately preceding paragraph shall not apply to statements in or omissions from the Registration Statement or the Prospectus, as amended or supplemented, made in reliance upon and in conformity with information furnished to the Company in writing by the Agent or the Forward Purchaser expressly for use therein. For purposes of this Section 6(b), the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on the cover of the Prospectus and the statements related to stabilization under the caption “Plan of Distribution” in the Prospectus (the “Sales Agent Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its the respective times the Registration Statement and any post-effective time amendments thereto became effective, at the Closing Time or at any Applicable Time or any Settlement DateDate of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At each Applicable Time, neither (A) Neither the Prospectus nor any amendment or supplement thereto (B) including any individual Issuer Limited Use Free Writing Prospectusprospectus wrapper), when considered together as of its date, at the time of any filing with the ProspectusCommission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither As of the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue dateApplicable Time, at the time Closing Time and at each Date of Delivery, neither (x) the General Disclosure Package nor (y) any filing individual Issuer Free Writing Prospectus, when considered together with the Commission pursuant to Rule 424(b), at the Applicable Time or at any Settlement DateGeneral Disclosure Package, included, includes or will include an any untrue statement of a material fact or omitted, omits or will omit to state a any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties set forth in the immediately preceding paragraph Section 1(a)(ii) shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus, as amended Prospectus (or supplemented, any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Agent or the Forward Purchaser Representatives expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on information in the cover second, third and fourth sentences of the Prospectus first paragraph under the heading “Underwriting—Commissions and Discounts” and the statements related to stabilization information in the first and second paragraphs under the caption heading “Plan of DistributionUnderwriting—Short Positions” in the Prospectus (collectively, the “Sales Agent Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time time, at the Closing Time or at any Applicable Time or any Settlement DateDate of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At each As of the Applicable Time, neither (A) the Prospectus General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper)thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Closing Time or at any Settlement DateDate of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties set forth in the immediately preceding paragraph this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus, as amended Prospectus (or supplemented, any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Agent or the Forward Purchaser Representatives expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on information in the cover first paragraph under the heading “Underwriting (Conflicts of Interest)–Commissions and Discounts,” the Prospectus information in the first, second, third and fourth paragraphs under the heading “Underwriting (Conflicts of Interest)–Price Stabilization, Short Positions,” and the statements related to stabilization information under the caption heading “Plan Underwriting (Conflicts of Interest)–Electronic Distribution” ”, in each case contained in the Prospectus (collectively, the “Sales Agent Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time time, at the Closing Time or at any Applicable Time or any Settlement DateDate of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At each As of the Applicable Time, neither none of (A) the Prospectus nor General Disclosure Package, (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral Disclosure Package, nor (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Closing Time or at any Settlement DateDate of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties set forth in the immediately preceding paragraph this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the ProspectusProspectus (or any amendment or supplement thereto, as amended or supplemented, including any prospectus wrapper) made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Agent or the Forward Purchaser Representative expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on information contained in the cover of first paragraph under the Prospectus heading “Underwriting—Discounts and Commissions”, second, third and fourth paragraphs under the heading “Underwriting—Price Stabilization, Short Positions and Penalty Bids” and the statements related to stabilization information under the caption heading “Plan of Underwriting—Electronic Distribution,” in each case contained in the Prospectus (collectively, the “Sales Agent Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time time, at the Closing Time or at any Applicable Time or any Settlement DateDate of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At each As of the Applicable Time, neither none of (A) the Prospectus nor General Disclosure Package, (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral Disclosure Package, nor (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Closing Time or at any Settlement DateDate of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties set forth in the immediately preceding paragraph this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the ProspectusProspectus (or any amendment or supplement thereto, as amended or supplemented, including any prospectus wrapper) made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Agent or the Forward Purchaser Representatives expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on information in the cover first sentence of the Prospectus and the statements related to stabilization fifth paragraph under the caption “Plan of DistributionUnderwriting” in the Prospectus concerning the terms of the offering by the Underwriters, and the second sentence of the twelfth paragraph under the caption “Underwriting” in the Prospectus concerning stabilization by the Underwriters (collectively, the “Sales Agent Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time time, at the Closing Time or at any Applicable Time or any Settlement DateDate of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At each As of the Applicable Time, neither none of (A) the Prospectus nor General Disclosure Package, (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral Disclosure Package, nor (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Closing Time or at any Settlement DateDate of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties set forth in the immediately preceding paragraph this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the ProspectusProspectus (or any amendment or supplement thereto, as amended or supplemented, including any prospectus wrapper) made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Agent or the Forward Purchaser Representative expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on the cover of the Prospectus and the statements related to stabilization under the caption “Plan of Distribution” information in [●] in each case contained in the Prospectus (collectively, the “Sales Agent Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time time, at the Closing Time or at any Applicable Time or any Settlement DateDate of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At each As of the Applicable Time, neither none of (A) the Prospectus nor General Disclosure Package, (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral Disclosure Package, nor (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Closing Time or at any Settlement DateDate of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties set forth in the immediately preceding paragraph this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the ProspectusProspectus (or any amendment or supplement thereto, as amended or supplemented, including any prospectus wrapper) made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Agent or the Forward Purchaser Representative expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on information in the cover of first paragraph under the Prospectus heading “Underwriting—Commissions and Discounts,” the information in the second, third and fourth paragraphs under the heading “Underwriting—Price Stabilization, Short Positions and Penalty Bids” and the statements related to stabilization information under the caption heading “Plan of Underwriting—Electronic Distribution” in each case contained in the Prospectus (collectively, the “Sales Agent Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time time, at the Closing Time or at any Applicable Time or any Settlement DateDate of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At each As of the Applicable Time, neither none of (A) the Prospectus nor General Disclosure Package, (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral Disclosure Package, nor (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Closing Time or at any Settlement DateDate of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties set forth in the immediately preceding paragraph this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the ProspectusProspectus (or any amendment or supplement thereto, as amended or supplemented, including any prospectus wrapper) made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Agent or the Forward Purchaser Representative expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on information in the cover of the Prospectus and the statements related to stabilization first paragraph under the caption “Plan of Discounts, Commissions and Expenses,” the statements under the caption “Price Stabilization, Short Positions and Penalty Bids” and the statements under the caption “Electronic Distribution” in each case contained in the “Underwriting” section of the Prospectus (collectively, the “Sales Agent Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time or at any Applicable Time or any Settlement Date, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At each Applicable Time, neither (A) the Prospectus General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Time ) or at any Settlement Date, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties set forth contained in the immediately preceding paragraph this Section 1(ii) shall not apply to statements in or omissions from the Registration Statement Statement, the General Disclosure Package or the Prospectus, as amended or supplemented, Prospectus made in reliance upon and or in conformity with written information furnished to the Company in writing by the any Agent or the Forward Purchaser expressly for use therein. For purposes of this Section 6(b), the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on the cover of the Prospectus and the statements related to stabilization under the caption “Plan of Distribution” in the Prospectus (the “Sales Agent Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time time, at the Closing Time or at any Applicable Time or any Settlement DateDate of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At each As of the Applicable Time, neither (A) the Prospectus General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper)thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Closing Time or at any Settlement DateDate of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties set forth in the immediately preceding paragraph this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus, as amended Prospectus (or supplemented, any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Agent or the Forward Purchaser Representatives expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished shall be the information in any the first paragraph under the heading “Underwriting— Commissions and Discounts,” the information in the second and third paragraphs under the heading “Underwriting—Price Stabilization, Short Positions” and the information under the heading “Underwriting—Electronic Distribution,” in each case contained in the Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on the cover of the Prospectus General Disclosure Package and the statements related to stabilization under the caption “Plan of Distribution” in the Prospectus (collectively, the “Sales Agent Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time time, at the Closing Time or at any Applicable Time or any Settlement DateDate of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At each As of the Applicable Time, neither (A) the Prospectus General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral Disclosure Package, included, includes or will include included an untrue statement of a material fact or omitted, omits or will omit omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapperwrapper approved by the Company), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Closing Time or at any Settlement DateDate of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties set forth in the immediately preceding paragraph this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus, as amended Prospectus (or supplemented, any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company in writing by the Agent or the Forward Purchaser any Underwriter through Xxxxxxx Xxxxx expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on information in the cover of first paragraph under the Prospectus heading “Underwriting—Commissions and Discounts,” the information in the second and third paragraphs under the heading “Underwriting—Price Stabilization, Short Positions” and the statements related to stabilization information under the caption heading “Plan of Underwriting—Electronic Distribution” in each case contained in the Prospectus (collectively, the “Sales Agent Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time time, at the Closing Time or at any Applicable Time or any Settlement DateDate of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At each As of the Applicable Time, neither none of (A) the Prospectus nor General Disclosure Package, (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral Disclosure Package, nor (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Closing Time or at any Settlement DateDate of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties set forth in the immediately preceding paragraph this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the ProspectusProspectus (or any amendment or supplement thereto, as amended or supplemented, including any prospectus wrapper) made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Agent or the Forward Purchaser Representatives expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on information in the cover of first paragraph under the Prospectus heading “Underwriting—Commissions and Discounts,” the information in the first, second, third and fourth paragraphs under the heading “Underwriting—Price Stabilization, Short Positions and Penalty Bids” and the statements related to stabilization information under the caption heading “Plan of Underwriting—Electronic Distribution,” in each case contained in the Prospectus (collectively, the “Sales Agent Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time time, at the Closing Time or at any Applicable Time or any Settlement DateDate of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At each As of the Applicable Time, neither none of (A) the Prospectus nor General Disclosure Package, (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral Disclosure Package, nor (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Closing Time or at any Settlement DateDate of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties set forth in the immediately preceding paragraph this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the ProspectusProspectus (or any amendment or supplement thereto, as amended or supplemented, including any prospectus wrapper) made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Agent or the Forward Purchaser Representatives expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on information in the cover of first paragraph under the Prospectus heading “Underwriting–Discounts and Commissions,” the information in the second, third and fourth paragraphs under the heading “Underwriting–Price Stabilization, Short Positions and Penalty Bids” and the statements related to stabilization information under the caption heading “Plan of Underwriting–Electronic Distribution” in each case contained in the Prospectus (collectively, the “Sales Agent Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its the respective times the Registration Statement and any post-effective time amendments thereto became effective, at the Closing Time or at any Applicable Time or any Settlement DateDate of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At each Applicable Time, neither (A) Neither the Prospectus nor any amendment or supplement thereto (B) including any individual Issuer Limited Use Free Writing Prospectusprospectus wrapper), when considered together as of its date, at the time of any filing with the ProspectusCommission pursuant to Rule 424(b), at the Closing Date or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither As of the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue dateApplicable Time, at the time Closing Time and at each Date of Delivery, neither (x) the General Disclosure Package nor (y) any filing individual Issuer Limited Use Free Writing Prospectus, when considered together with the Commission pursuant to Rule 424(b), at the Applicable Time or at any Settlement DateGeneral Disclosure Package, included, includes or will include an any untrue statement of a material fact or omitted, omits or will omit to state a any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties set forth in the immediately preceding paragraph Section 1(a)(ii) shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus, as amended Prospectus (or supplemented, any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Agent or the Forward Purchaser Representative expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on information in the cover of first paragraph under the Prospectus heading “Underwriting–Commissions and Discounts,” and the statements related to stabilization information in the second, third and fourth paragraphs under the caption heading “Plan of DistributionUnderwriting–Price Stabilization, Short Positions and Penalty Bids” in the Prospectus (collectively, the “Sales Agent Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time time, at the Closing Time or at any Applicable Time or any Settlement DateDate of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At each As of the Applicable Time, neither (A) the Prospectus General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper)thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Closing Time or at any Settlement DateDate of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties set forth in the immediately preceding paragraph this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus, as amended Prospectus (or supplemented, any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company in writing by the Agent or the Forward Purchaser Underwriter expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on information in the cover of third paragraph under the Prospectus heading “Underwriting” and the statements related to stabilization information in the first, second and third paragraphs under the caption heading “Plan of DistributionUnderwriting–Price Stabilization, Short Positions and Penalty Bids” in each case contained in the Prospectus (collectively, the “Sales Agent Underwriter Information”).

Accurate Disclosure. Neither As of the Registration Statement Applicable Time, neither the Time of Sale Prospectus, including any documents incorporated by reference therein, nor the other information or materials distributed to prospective investors, if any, stated in Schedule B to this Agreement to be included in the General Disclosure Package, all considered together (collectively, the “General Disclosure Package”) included any amendment thereto, at its effective time or at any Applicable Time or any Settlement Date, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein therein, in light of the circumstances under which they were made, not misleading. At each Applicable TimeThe preceding sentence does not apply to statements in or omissions from the General Disclosure Package in reliance upon or in conformity with written information furnished to the Company by the Placement Agent specifically for use therein. Each part of the General Disclosure Package, neither (A) as of its issue date and at all subsequent times through the Prospectus nor (B) completion of the public offer and sale of the Shares or until any individual Issuer Limited Use Free Writing Prospectusearlier date that the Company notified or notifies the Placement Agent as described in the next sentence, when considered together did not, does not and will not include any information that conflicted, conflicts or will conflict with the Prospectusinformation then contained in the Registration Statement. If at any time following the issuance of a part of the General Disclosure Package there occurred or occurs an event or development as a result of which such part of the General Disclosure Package conflicted or would conflict with the information then contained in the Registration Statement or as a result of which such part of the General Disclosure Package, includedif republished immediately following such event or development, includes or will would include an untrue statement of a material fact or omitted, omits omitted or will would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Company has promptly notified or will promptly notify the Placement Agent and (ii) the Company has promptly amended or will promptly amend or supplement such part of the General Disclosure Package to eliminate or correct such conflict, untrue statement or omission. Neither Any reference to the General Disclosure Package or the Prospectus nor any amendment or supplement thereto shall be deemed to refer to and include (including any prospectus wrapper), as of its issue date, at i) the time of any filing Company’s Annual Report on Form 10-K filed with the Commission pursuant to Rule 424(bthe Exchange Act on March 26, 2015 (the “Annual Report”), at (ii) the Applicable Time or at any Settlement DateCompany’s Proxy Statement on Schedule 14A filed with the Commission pursuant to the Exchange Act on Xxxxx 0, included0000, includes or will include an untrue statement of a material fact or omitted(xxx) the Company’s Quarterly Report on Form 10-Q filed with the Commission pursuant to the Exchange Act on May 13, omits or will omit to state a material fact necessary in order to make 2015 (the statements therein, in the light of the circumstances under which “Quarterly Report”) and (iv) all reports on Form 8-K that so indicate they were made, not misleading. The documents incorporated or deemed to be are being incorporated by reference in into the Registration Statement and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement General Disclosure Package or the Prospectus, as the case may be, did notor that are expressly incorporated by reference into the General Disclosure Package pursuant to the Prospectus, do not or any amendment or supplement thereto. All documents filed under the Exchange Act and will not include an untrue statement of a material fact or omit to state a material fact required so deemed to be stated therein or necessary to make the statements therein not misleading. The representations and warranties set forth included in the immediately preceding paragraph shall not apply to statements in or omissions from the Registration Statement General Disclosure Package or the Prospectus, as amended the case may be, or supplementedany amendment or supplement thereto are hereinafter called the “Exchange Act Reports”. The Annual Report, made Quarterly Report and the Exchange Act Reports, when they were or are filed with the Commission, conformed or will conform in reliance upon and in conformity with information furnished all material respects to the Company in writing by the Agent or the Forward Purchaser expressly for use therein. For purposes of this Section 6(b), the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on the cover applicable requirements of the Prospectus Exchange Act and the statements related to stabilization under applicable rules and regulations of the caption “Plan of Distribution” in the Prospectus (the “Sales Agent Information”)Commission thereunder.

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time or at any Applicable Time or any Settlement Datethe Closing Time, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At each As of the Applicable Time, neither (A) the Prospectus General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), or at the Applicable Time or at any Settlement DateClosing Time, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties set forth in the immediately preceding paragraph this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus, as amended Prospectus (or supplemented, any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company in writing Trust by any Underwriter through the Agent or the Forward Purchaser Representatives expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on information in the cover of first paragraph under the Prospectus heading “Underwriting–Commissions and Discounts” and the statements related to stabilization information in the first and second paragraphs under the caption heading “Plan of DistributionUnderwriting–Price Stabilization and Short Positions” in the Prospectus (collectively, the “Sales Agent Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its the respective times the Registration Statement and any post-effective time amendments thereto became effective or at any Applicable Time or any Settlement Datethe Closing Time, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At each Applicable Time, neither (A) Neither the Prospectus nor any amendment or supplement thereto (B) including any individual Issuer Limited Use Free Writing Prospectusprospectus wrapper), when considered together as of its date, at the time of any filing with the ProspectusCommission pursuant to Rule 424(b), at the Closing Time, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as As of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Time or and at the Closing Time, neither (x) the General Disclosure Package nor (y) any Settlement Dateindividual Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an any untrue statement of a material fact or omitted, omits or will omit to state a any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties set forth in the immediately preceding paragraph Section 1(a)(ii) shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus, as amended Prospectus (or supplemented, any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company in writing by the Agent or the Forward Purchaser Underwriter expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on information in the cover of fifth paragraph under the Prospectus heading “Underwriting” and the statements related to stabilization information in the first and second paragraphs under the caption heading “Plan of DistributionUnderwriting—Short Positions” in the Prospectus (collectively, the “Sales Agent Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time time, at the Closing Time or at any Applicable Time or any Settlement DateDate of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At each the Applicable Time, neither (A) the Prospectus General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper)thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Closing Time or at any Settlement DateDate of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the immediately preceding paragraph this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus, as amended Prospectus (or supplemented, any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Agent or the Forward Purchaser Representatives expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on information in the cover of the Prospectus third, twelfth and the statements related to stabilization thirteenth paragraphs under the caption heading “Plan of DistributionUnderwriting” in the Prospectus (collectively, the “Sales Agent Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its the respective times the Registration Statement and any post-effective time amendments thereto became effective, at the Closing Time or at any Applicable Time or any Settlement DateDate of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At each Applicable Time, neither (A) Neither the Prospectus nor any amendment or supplement thereto (B) including any individual Issuer Limited Use Free Writing Prospectusprospectus wrapper), when considered together as of its date, at the time of any filing with the ProspectusCommission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither As of the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, Applicable Time. at the time Closing Time and at each Date of Delivery, neither (x) the General Disclosure Package nor (y) any filing individual Issuer Free Writing Prospectus, when considered together with the Commission pursuant to Rule 424(b), at the Applicable Time or at any Settlement DateGeneral Disclosure Package, included, includes or will include an any untrue statement of a material fact or omitted, omits or will omit to state a any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties set forth in the immediately preceding paragraph Section 1(a)(ii) shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus, as amended Prospectus (or supplemented, any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Agent or the Forward Purchaser Representatives expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on information in the cover of first paragraph under the Prospectus heading “Underwriting—Commissions and Discounts” and the statements related to stabilization information in the second, third and fourth paragraphs under the caption heading “Plan of DistributionUnderwriting—Price Stabilization, Short Positions and Penalty Bids” in the Prospectus (collectively, the “Sales Agent Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time or at any Applicable Time or any Settlement Datethe Closing Time, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At each As of the Applicable Time, neither (A) the Prospectus nor General Disclosure Package nor, (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Time or at any Settlement DateClosing Time, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties set forth in the immediately preceding paragraph this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package, any Issuer Free Writing Prospectus or the Prospectus, as amended Prospectus (or supplemented, any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company in writing by the Agent any Underwriter or the Forward Purchaser Seller expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on information contained in the cover of the Prospectus twentieth paragraph (regarding short sales and the statements related to stabilization stabilizing transactions), under the caption heading “Plan of DistributionUnderwriting” contained in the Prospectus (collectively, the “Sales Agent Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time time, at the Closing Time or at any Applicable Time or any Settlement DateDate of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At each As of the Applicable Time, neither none of (A) the Prospectus nor General Disclosure Package, (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral Disclosure Package, nor (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Closing Time or at any Settlement DateDate of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties set forth in the immediately preceding paragraph this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the ProspectusProspectus (or any amendment or supplement thereto, as amended or supplemented, including any prospectus wrapper) made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Agent or the Forward Purchaser Representative expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on information in the cover of the Prospectus first and the statements related to stabilization second paragraphs under the caption “Plan of DistributionUnderwriting-Price Stabilization, Short Positions and Penalty Bids” in each case contained in the Prospectus (collectively, the “Sales Agent Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time time, on the date hereof or at any Applicable Time or any Settlement Datethe Closing Time, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At each the Applicable Time, neither none of (A) the Prospectus nor General Disclosure Package, (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral Disclosure Package and (C) and individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper)thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Time or at any Settlement DateClosing Time, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties set forth in the immediately preceding paragraph this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus, as amended Prospectus (or supplemented, any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company in writing by the Agent or the Forward Purchaser any Underwriter through BofA expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on information in the cover of first paragraph under the Prospectus heading “Underwriting–Commissions and Discounts,” the information in the second, third and fourth paragraphs under the heading “Underwriting–Price Stabilization, Short Positions” and the statements related to stabilization information under the caption heading “Plan of Underwriting–Electronic Distribution” in each case contained in the Prospectus (collectively, the “Sales Agent Underwriter Information”).

Accurate Disclosure. Neither the The Registration Statement nor any amendment theretoat each effective time thereof, at its effective time the Closing Time or at any Applicable Time or any Settlement DateDate of Delivery, contained, contains or did not and will not contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At each As of the Applicable Time, neither none of (A) the Prospectus nor General Disclosure Package, (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral Disclosure Package, and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Closing Time or at any Settlement DateDate of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in General Disclosure Package as of the Registration Statement Applicable Time did not, and as of the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the CommissionClosing Date and as of any Date of Delivery, as the case may be, when read together with the other information in the Registration Statement or the Prospectus, as the case may be, did will not, do not and will not include an contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading. No statement of material fact included in the Prospectus has been omitted from the General Disclosure Package and no statement of material fact included in the General Disclosure Package that is required to be included in the Prospectus has been omitted therefrom. When taken together with the preliminary prospectus accompanying, or delivered prior to delivery of, each Issuer Free Writing Prospectus, each such Issuer Free Writing Prospectus did not, and as of the Closing Date and as of any Date of Delivery, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Any individual Written Testing-the-Waters Communication, when taken together with the General Disclosure Package as of the Applicable Time, did not, and as of the Closing Date and as of Date of Delivery, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the immediately preceding paragraph this subsection shall not apply to statements in or omissions from the Registration Statement Statement, the General Disclosure Package or the Prospectus, as amended Prospectus (or supplemented, any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company in writing by the Agent or the Forward Purchaser Underwriters expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on information in the cover of the Prospectus and the statements related to stabilization first paragraph under the caption heading “Plan Underwriting–Commissions and Discounts,” the information in the first, second and third paragraphs under the heading “Underwriting–Price Stabilization, Short Positions and Penalty Bids”, the information under the heading “Underwriting–Electronic Offer, Sale and Distribution of DistributionShares”, the information set forth under the subheading “Conflicts of Interest” in the Prospectus Summary, and the information under the heading “Conflicts of Interest”, in each case contained in such Registration Statement, General Disclosure Package or Prospectus (collectively, the “Sales Agent Underwriter Information”).

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

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time time, at the Closing Time or at any Applicable Time or any Settlement DateDate of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At each As of the Applicable Time, neither none of (A) the Prospectus nor General Disclosure Package, (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral Disclosure Package, nor (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Closing Time or at any Settlement DateDate of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. misleading The representations and warranties set forth in the immediately preceding paragraph this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the ProspectusProspectus (or any amendment or supplement thereto, as amended or supplemented, including any prospectus wrapper) made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Agent or the Forward Purchaser Representatives expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on Underwriter Information contained in the cover Prospectus, it being understood and agreed that the “Underwriter Information” consists of the following information in the Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the statements related to stabilization paragraph under the caption “Plan of DistributionUnderwriting—Commissions and Discounts” and the information contained in the Prospectus (second paragraph under the heading “Sales Agent InformationUnderwriting—Commissions and Discounts”), second, third and fourth paragraphs under the heading “Underwriting—Price Stabilization, Short Positions and Bids” and the information under the heading “Underwriting—Electronic Distributions.”

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time time, at the Closing Time or at any Applicable Time or any Settlement DateDate of Delivery, contained, contains or will contain an 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 to make the statements therein not misleading. At each As of the Applicable Time, neither none of (A) the Prospectus nor General Disclosure Package or (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral Disclosure Package, included, includes or will include an any untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither any preliminary prospectus, as of its issue date or at the Prospectus 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), at the Applicable Closing Time or at any Settlement DateDate of Delivery, 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, the General Disclosure Package, any preliminary prospectus and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement Statement, the General Disclosure Package, any preliminary prospectus or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties set forth in the immediately preceding paragraph this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the ProspectusProspectus (or any amendment or supplement thereto, as amended or supplemented, including any prospectus wrapper) made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Agent or the Forward Purchaser Representatives expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on information in the cover of first paragraph under the Prospectus heading “Underwriting–Commissions and Discounts,” the information in the second and third paragraphs under the heading “Underwriting–Price Stabilization, Short Positions” and the statements related to stabilization information under the caption heading “Plan of Underwriting–Electronic Distribution,” in each case contained in the Prospectus (collectively, the “Sales Agent Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time time, at the Closing Time or at any Applicable Time or any Settlement DateDate of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At each As of the Applicable Time, neither none of (A) the Prospectus nor General Disclosure Package, (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral Disclosure Package, nor (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Closing Time or at any Settlement DateDate of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties set forth in the immediately preceding paragraph this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the ProspectusProspectus (or any amendment or supplement thereto, as amended or supplemented, including any prospectus wrapper) made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Agent or the Forward Purchaser Representative expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on the cover names of the Prospectus Underwriters and the statements related to stabilization information in the first paragraph under the caption “Plan of Discounts, Commissions and Expenses,” the statements under the caption “Price Stabilization, Short Positions and Penalty Bids” and the statements under the caption “Electronic Distribution” in each case contained in the “Underwriting” section of the Prospectus (collectively, the “Sales Agent Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time time, at the Closing Time or at any Applicable Time or any Settlement DateDate of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At each As of the Applicable Time, neither (A) the Prospectus General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral Disclosure Package and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Closing Time or at any Settlement DateDate of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties set forth in the immediately preceding paragraph this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus, as amended Prospectus (or supplemented, any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Agent or the Forward Purchaser Representatives expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on information in the cover of first paragraph under the Prospectus heading “Underwriting–Commissions and Discounts,” the information in the second, third and fourth paragraphs under the heading “Underwriting–Price Stabilization, Short Positions” and the statements related to stabilization information under the caption heading “Plan of Underwriting–Electronic Distribution,” in each case contained in the Prospectus (collectively, the “Sales Agent Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time time, on the date hereof, at the Closing Date or at any Applicable Time or any Settlement Option Closing Date, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At each As of the Applicable Time, at the Closing Date and at any Option Closing Date, neither (A) the Prospectus General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral Disclosure Package, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper)thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), or at the Applicable Time Closing Date or at any Settlement Option Closing Date, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties set forth in the immediately preceding paragraph this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package, and Written Testing-the-Waters Communication or the Prospectus, as amended Prospectus (or supplemented, any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Agent or the Forward Purchaser Representatives expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on information in the cover of the Prospectus and the statements related to stabilization first paragraph under the caption heading “Plan of Underwriting–Commissions and Discounts,” in the second, third and fourth paragraphs under the heading “Underwriting–Price Stabilization, Short Positions, Penalty Bids and Market Making” and under the heading “Underwriting–Electronic Distribution,” in each case contained in the Prospectus (collectively, the “Sales Agent Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time time, at the date hereof, the Applicable Time or at any Applicable Time or any Settlement DateDate of Delivery, contained, contains or will contain (or incorporated, incorporates or will incorporate by reference) an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At each As of the date hereof, the Applicable Time, neither (A) or at any Date of Delivery, the Prospectus nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Prospectus, included, includes did not or will not include (or incorporate by reference) an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b)424, at the date hereof, the Applicable Time or at any Settlement DateDate of Delivery, included, includes or will include (or incorporated, incorporates or will incorporate) an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties set forth in the immediately preceding paragraph this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto) or the Prospectus, as amended Prospectus (or supplemented, any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company in writing by the Sales Agent or the Forward Purchaser expressly for use therein. For purposes of this Section 6(b), the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on the cover of the Prospectus and the statements related to stabilization under the caption “Plan of Distribution” in the Prospectus (the “Sales Agent Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time or time, at any each deemed effective date with respect to the Agents pursuant to Rule 430B(f)(2) under the Securities Act, on the date of this Agreement, at all times during the Prospectus Delivery Period, at each relevant Applicable Time or any and at each relevant Settlement Date, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At each Applicable Time, neither (A) the Prospectus nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the Prospectus, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper)thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), on the date of this Agreement, at all times during the Prospectus Delivery Period, at each relevant Applicable Time or and at any each relevant Settlement Date, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Each Issuer Free Writing Prospectus, at as of its issue date and as of the time relevant Applicable Time and Settlement Date, or until any earlier date that the Registration Statement became effective issuer notified or when such documents incorporated by reference were notifies the Agents as described in Section 7(d), did not, does not and will not (i) include any information that conflicted, conflicts or hereafter are filed will conflict with the Commission, as the case may be, when read together with the other information contained in the Registration Statement or the Prospectus, as including any document incorporated by reference therein that has not been superseded or modified, or (ii) when taken together with the case may beProspectus, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the immediately preceding paragraph this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the Prospectus, as amended Prospectus (or supplemented, any amendment or supplement thereto) or any Issuer Free Writing Prospectus made in reliance upon and in conformity with written information furnished to the Company in writing by the any Agent or the Forward Purchaser expressly for use therein. For purposes of this Section 6(b)Agreement, the only Agents have not furnished any written information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be to the Agent’s name on the cover of the Prospectus and the statements related to stabilization under the caption “Plan of Distribution” Company expressly for use in the Prospectus (Registration Statement or the “Sales Agent Information”)Prospectus.

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time time, at the Closing Time or at any Applicable Time or any Settlement DateDate of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At each As of the Applicable Time, neither none of (A) the Prospectus nor General Disclosure Package, (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral Disclosure Package, nor (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Closing Time or at any Settlement DateDate of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties set forth in the immediately preceding paragraph this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the ProspectusProspectus (or any amendment or supplement thereto, as amended or supplemented, including any prospectus wrapper) made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Agent or the Forward Purchaser Representative expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on information in the cover of first paragraph under the Prospectus heading “Underwriting—Discounts and Commissions” and the statements related to stabilization second, third and fourth paragraphs under the caption heading “Plan of DistributionUnderwriting—Price Stabilization, Short Positions and Penalty Bids” in each case contained in the Prospectus (collectively, the “Sales Agent Underwriter Information”).

Accurate Disclosure. Neither the The Registration Statement nor any amendment theretoStatement, at its effective time time, on the date hereof, at the Closing Time or at any Applicable Time or any Settlement DateDate of Delivery, contained, contains or did not and will not contain an untrue statement of a material fact or omittedfact, omits or and did not and will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At each the Applicable TimeTime and any Date of Delivery, neither none of (A) the Prospectus nor General Disclosure Package, (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral Disclosure Package and (C) any individual Written Testing-the-Waters Communication, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state 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 when considered together with the Commission pursuant to Rule 424(b), at the Applicable Time or at any Settlement DateGeneral Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated Prospectus and any amendment or deemed to be incorporated by reference in supplement thereto, as of its issue date and as of the Registration Statement and the Prospectusdate of such amendment or supplement, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed of any filing with the CommissionCommission pursuant to Rule 424(b), as at the case may be, when read together with the other information in the Registration Statement Closing Time or the Prospectus, as the case may beat any Date of Delivery, did not, do not and will not include an untrue statement of a material fact or fact, and did not and will not omit to state a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the immediately preceding paragraph this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus, as amended Prospectus (or supplemented, any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Agent or the Forward Purchaser Representatives expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on information in [the cover of first paragraph under the Prospectus heading “Underwriting–Commissions and Discounts,” the information in the second, third and fourth paragraphs under the heading “Underwriting–Price Stabilization, Short Positions and Penalty Bids” and the statements related to stabilization information under the caption heading “Plan of Underwriting–Electronic Distribution” ”] in each case contained in the Prospectus (collectively, the “Sales Agent Underwriter Information”).

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

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time time, at the Closing Time or at any Applicable Time or any Settlement DateDate of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At each As of the Applicable Time, neither none of (A) the Prospectus nor General Disclosure Package, (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral Disclosure Package, and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Closing Time or at any Settlement DateDate of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties set forth in the immediately preceding paragraph this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the ProspectusProspectus (or any amendment or supplement thereto, as amended or supplemented, including any prospectus wrapper) made in reliance upon and in conformity with written information furnished to the Company in writing by the Agent or the Forward Purchaser any Underwriter through Xxxxxxx Xxxxx expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on information in the cover of first paragraph under the Prospectus heading “Underwriting—Commissions and Discounts,” the information in the second, third and fourth paragraphs under the heading “Underwriting—Price Stabilization, Short Positions and Penalty Bids” and the statements related to stabilization information under the caption heading “Plan of Underwriting—Electronic Distribution” in each case contained in the Prospectus (collectively, the “Sales Agent Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time time, at the Closing Time or at any Applicable Time or any Settlement DateDate of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At each As of the Applicable Time, neither none of (A) the Prospectus nor General Disclosure Package, (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral Disclosure Package, nor (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Closing Time or at any Settlement DateDate of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties set forth in the immediately preceding paragraph this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the ProspectusProspectus (or any amendment or supplement thereto, as amended or supplemented, including any prospectus wrapper) made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Agent or the Forward Purchaser Representatives expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on information in the cover first paragraph under the heading “Underwriting (Conflict of Interest)—Discounts and Commissions,” the Prospectus information in the first, second, third and fourth paragraphs under the heading “Underwriting (Conflict of Interest)—Price Stabilization, Short Positions and Penalty Bids” and the statements related to stabilization information under the caption heading “Plan Underwriting (Conflict of Interest)—Electronic Distribution,” in each case contained in the Prospectus (collectively, the “Sales Agent Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its the times they became effective, at each deemed effective time or date with respect to RBC pursuant to Rule 430B(f)(2) under the Securities Act, at any each Applicable Time or any and at each Settlement Date, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At each Applicable Time, neither (A) Neither the Prospectus (nor (B) any individual one or more Issuer Limited Use Free Writing Prospectus, Prospectuses when considered together with the Prospectus, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus ) nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b)) under the Securities Act, at the each Applicable Time or at any Settlement Date, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, the Prospectus and the any Issuer Free Writing Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement Statement, the Prospectus or such Issuer Free Writing Prospectus when considered together with the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. The representations and warranties set forth in the immediately preceding paragraph this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), any Issuer Free Writing Prospectus or the Prospectus, as amended Prospectus (or supplementedany amendment or supplement thereto (including any prospectus wrapper)), made in reliance upon and in conformity with written information furnished to the Company in writing by the Agent or the Forward Purchaser RBC expressly for use therein. For purposes of this Section 6(b), the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on the cover of the Prospectus and the statements related to stabilization under the caption “Plan of Distribution” in the Prospectus (the “Sales Agent Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time or at any Applicable Time or any Settlement Date, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At each Applicable Time, neither (A) the Prospectus General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the ProspectusGeneral Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Time ) or at any Settlement Date, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties set forth preceding sentences in the immediately preceding paragraph shall this Section 1(a)(ii) do not apply to statements in or omissions from the Registration Statement or any amendment thereto, the General Disclosure Package or any individual Issuer Limited Use Free Writing Prospectus, as amended or supplemented, made in reliance the Prospectus or any amendment or supplement thereto (including any prospectus wrapper) based upon and in conformity with written information furnished to the Company in writing by the Agent Agents specifically for inclusion in the Registration Statement or any amendment thereto, the General Disclosure Package or any individual Issuer Limited Use Free Writing Prospectus, or the Forward Purchaser expressly for use thereinProspectus or any amendment or supplement thereto (including any prospectus wrapper). For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on names of the Agents appearing in the first paragraph of the cover page of the Prospectus Supplement and the statements related to stabilization under the caption “Plan of Distribution” in the Prospectus General Disclosure Package (collectively, the “Sales Agent Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time time, at the First Closing Date or at any Applicable Time or any Settlement DateOption Closing Date (as defined below), contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At each As of the Applicable Time, neither (A) the Time of Sale Prospectus (including any preliminary prospectus wrapper) nor (B) any individual Issuer Limited Use Free Writing at the time of each sale of the Offered Shares and at the First Closing Date (as defined in Section 2), the Time of Sale Prospectus, when considered together with as then amended or supplemented by the ProspectusCompany, if applicable, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus Prospectus wrapper), as of its issue date, date and (as then amended or supplemented) at the time of any filing with the Commission pursuant to Rule 424(b), at the Applicable Time or at any Settlement Dateall subsequent times, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement Statement, the Time of Sale Prospectus and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement or Statement, the Time of Sale Prospectus and the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. misleading The representations and warranties set forth in the immediately preceding paragraph this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), or the ProspectusProspectus or the Time of Sale Prospectus (or any amendments or supplements thereto, as amended or supplemented, including any prospectus wrapper) made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Agent or the Forward Purchaser Representative expressly for use therein. For purposes of this Section 6(b)Agreement, the only information so furnished in any Registration Statement, Prospectus or Issuer Free Writing Prospectus shall be the Agent’s name on Underwriter Information contained in the cover Preliminary Prospectus and Prospectus, it being understood and agreed that the “Underwriter Information” consists of the following information in the Preliminary Prospectus and Prospectus furnished on behalf of each Underwriter: the statements related to stabilization information contained in the first paragraph under the caption heading “Plan of Underwriting—Commissions and Expenses”, second, third, fourth and fifth paragraphs under the heading “Underwriting—Market Making, Stabilization and Other Transactions” and the information under the heading “Underwriting—Electronic Distribution” in the Prospectus (the “Sales Agent Information.”).