Common use of Accurate Disclosure Clause in Contracts

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

Accurate Disclosure. Neither the Registration Statement, any Rule 462(b) Registration Statement nor any post-effective amendment thereto, when considered with at the Registration Statement, at its effective time, on the date hereoftimes they became effective, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. At As of the Applicable Time, at the Closing Time and at any Date of Delivery, none of neither (A) the General Disclosure Package, Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, 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. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, 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 representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), any Rule 462(b) Registration Statement, the General Disclosure Package Package, any individual Issuer Limited Use Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) thereto (including any prospectus wrapper)), made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative expressly by or on behalf of any Underwriter specifically for use inclusion therein. For purposes of this Agreement, the only information so furnished shall be the information in the third paragraph under the heading “Underwriting,” the information in the first thirteenth and second fourteenth paragraphs under the heading “Underwriting–Stabilization, Short Positions, and Penalty Bids” and the information under the heading “Underwriting–Electronic Offer, Sale, and Distribution of Shares” in each case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement, Statement nor any post-effective amendment thereto, when considered with the Registration Statement, at its effective time, on the date hereof, time or at the Closing Time or at any Date of DeliveryTime, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, at the Closing Time and at any Date of Delivery, none of neither (A) the General Disclosure Package, Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), ) or at the Closing Time or at any Date of DeliveryTime, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to (i) that part of the Registration Statement which shall constitute the Statement of Eligibility and Qualification (Form T-1) under the 1939 Act of the Trustee or (ii) statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the third first paragraph under the heading “Underwriting,–Commissions and Discounts” and the information in the first and second paragraphs under the heading “Underwriting–Stabilization, Short Positions, and Penalty Bids” and the information under the heading “Underwriting–Electronic Offer, Sale, and Distribution of Shares” in each case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither None of the Registration Statement, nor any Rule 462(b) Registration Statement or any post-effective amendment and supplement thereto, when considered with at the respective times the Registration Statement, at its any Rule 462(b) Registration Statement and any post-effective time, on the date hereofamendments and supplements thereto became effective, at the Closing Time or Date and at any each Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, at the Closing Time and at any Date of Delivery, none of (A) the General Disclosure Package, (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or Date and at any each Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the date hereof, at the Closing Date and at each Date of Delivery, neither (i) the General Disclosure Package nor (ii) any individual Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include any untrue statement of a material fact or omitted, omits or will omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations representations, warranties and warranties agreements in this subsection Sections 3(a), 3(b), 3(c) and 3(uu) shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), including the Rule 430A Information, the General Disclosure Package , any individual Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the third paragraph under the heading “Underwriting,” the information in the first and second paragraphs under Registration Statement, the heading “Underwriting–Stabilization, Short Positions, and Penalty Bids” and the information under the heading “Underwriting–Electronic Offer, Sale, and Distribution of Shares” in each case contained in General Disclosure Package or the Prospectus (collectively, the “Underwriter Information”).

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

Accurate Disclosure. Neither the Registration Statement, Statement nor any post-effective amendment thereto, when considered with the Registration Statement, at its effective time, on the date hereof, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, at the Closing Time and at any Date of Delivery, none of (A) the General Disclosure Package, (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters CommunicationCommunication (as defined below), when considered together with the General Disclosure Package, and (D) the Bona Fide Electronic Road Show, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package Package, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the third paragraph under the heading “Underwriting,” the information in the first third, eleventh and second thirteenth paragraphs under the heading “Underwriting–Stabilization, Short Positions, and Penalty Bids” and the information under the heading “Underwriting–Electronic Offer, Sale, and Distribution of Shares” in each case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement, Statement nor any post-effective amendment thereto, when considered with the Registration Statement, at its effective time, on the date hereof, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, at the Closing Time and at any Date of Delivery, none of neither (A) the General Disclosure Package, Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters CommunicationCommunication or Marketing Materials (as defined below), if any, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the third first paragraph under the heading “Underwriting–Commissions and Discounts,” the information in the first second, third and second fourth paragraphs under the heading “Underwriting–Price Stabilization, Short Positions, Positions and Penalty Bids” and the information under the heading “Underwriting–Electronic OfferDistribution”, Sale, and Distribution of Shares” in each case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement, Statement nor any post-effective amendment thereto, when considered with the Registration Statementif any, at its effective time, on the date hereof, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, at the Closing Time and at any Date of Delivery, none of neither (A) the General Disclosure Package, Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or Package, the Prospectus (or any amendment or supplement thereto) or any individual Issuer Limited Use Free Writing Prospectus made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the third first paragraph under the heading “UnderwritingUnderwriting (Conflicts of Interest)–Commissions and Discounts,” the information in the first second, third and second fourth paragraphs under the heading “Underwriting–Underwriting (Conflicts of Interest)–Price Stabilization, Short Positions, ” (insofar as such statements relate to the amount of selling concession and Penalty Bids” reallowance or to over-allotment and stabilization activities that may be undertaken by the Underwriters) and the information under the heading “Underwriting–Electronic Offer, Sale, and Distribution Underwriting (Conflicts of SharesInterest)–Electronic Distribution” in each case contained in the Prospectus most recent preliminary prospectus that is distributed to investors prior to the Applicable Time (or any amendment or supplement thereto) (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement, Statement nor any post-effective amendment thereto, when considered with the Registration Statement, at its effective time, on the date hereof, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, at the Closing Time and at any Date of Delivery, none of neither (A) the General Disclosure Package, Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters CommunicationCommunication or Marketing Materials (as defined below), if any, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any the Underwriter through the Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the third first paragraph under the heading “Underwriting–Commissions and Discounts,” the information in the first first, second and penultimate sentences of the second paragraphs paragraph and, solely insofar as relates to the Underwriter, the fourth paragraph under the heading “Underwriting–Stabilization, Price Stabilization and Short Positions, and Penalty Bids” and the information under the heading “Underwriting–Electronic OfferDistribution”, Sale, and Distribution of Shares” in each case contained in the Prospectus (collectively, the “Underwriter Information”).

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

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

Accurate Disclosure. Neither (A) At the time the Registration StatementStatement initially became effective, nor any at the time of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether by post-effective amendment theretoamendment, when considered with the Registration Statementincorporated report or form of prospectus), at its effective time, on the date hereofApplicable Time relating to the Offered Securities and, at the Closing Time or at any Date of DeliveryDate, contained, contains the Registration Statement did not contain or will not contain an untrue statement of a material fact or omitted, omits and did not omit or will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, at the Closing Time and at any Date of Delivery, none of neither (A) the General Disclosure Package, Package nor (B) any individual Issuer Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Final Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b)) and, at the Closing Time or at any Date of DeliveryDate, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. . (B) The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the any Statutory Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the third paragraph under the heading “Underwriting,” the information in the first and second paragraphs under the heading “Underwriting–Stabilization, Short Positions, and Penalty Bids” and the information under the heading “Underwriting–Electronic Offer, Sale, and Distribution of Shares” in each case contained in the Prospectus Underwriter Information (collectively, the “Underwriter Information”as defined below).

Accurate Disclosure. Neither the Registration Statement, Statement nor any post-effective amendment thereto, when considered with the Registration Statement, at its effective time, on the date hereof, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, at the Closing Time and at any Date of Delivery, none of (A) the General Disclosure Package, (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, and 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 theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto, including any prospectus wrapper) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the third paragraph last two paragraphs on the cover page of the prospectus, the third, fourth, fifth and sixth paragraphs under the heading “Underwriting,” the information in the first and second paragraphs under the heading “Underwriting–—Stabilization, Short Positions, and Penalty Bids,” the first paragraph under the heading “Underwriting—Underwriters’ Compensation - Commission” and the information under the heading “Underwriting–—Electronic Offer, Sale, and Distribution of SharesDistribution,” in each case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither At the time the Registration StatementStatement initially became effective, nor any at the time of each amendment thereto for the purposes of complying with Section 10(a)(3) of the 1933 Act (whether by post-effective amendment theretoamendment, when considered with the Registration Statementincorporated report or form of prospectus), at its effective time, on the date hereofApplicable Time relating to the Securities, at the Closing Time or at any Date of Delivery, contained, contains the Registration Statement did not contain or will not contain an untrue statement of a material fact or omitted, omits and did not omit or will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, at the Closing Time and at any Date of Delivery, none of neither (A) the General Disclosure Package, Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the any Statutory Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the third paragraph paragraphs three and nine under the heading “Underwriting,” the information in the first and second paragraphs under the heading “Underwriting–Stabilization, Short Positions, and Penalty Bids” and the information under the heading “Underwriting–Electronic Offer, Sale, and Distribution of Shares” in each case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A nor any post-effective amendment thereto, when considered with the Registration Statement, at its effective time, on the date hereof, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, at the Closing Time and at any Date of Delivery, none of neither (A) the General Disclosure Package, Statutory Prospectus nor (B) any individual Issuer Limited Use Free Writing ProspectusRule 482 Statement issued at or prior to the Applicable Time, if any, when considered together with the information included in Schedule C hereto, (collectively the “General Disclosure Package, and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package”), included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time Date or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package 462(b) Registration Statement (or any amendment thereto) or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Xxxxxxx Xxxxx expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the third first paragraph under the heading “Underwriting,–Commissions and Discounts” and the information in the first second, third and second fifth paragraphs under the heading “Underwriting–Price Stabilization, Short Positions, Positions and Penalty Bids” and the information under the heading “Underwriting–Electronic Offer, Sale, and Distribution of Shares” in each case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement, Statement nor any post-effective amendment thereto, when considered with the Registration Statement, at its effective time, on the date hereof, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, at the Closing Time and at any Date of Delivery, none of neither (A) the General Disclosure Package, Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters CommunicationCommunication or Marketing Materials (as defined below), if any, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any the Underwriter through the Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the third first paragraph under the heading “Underwriting–Commissions and Discounts,” the information in the first second, third and second fourth paragraphs under the heading “Underwriting–StabilizationPrice Stabilization and, Short Positions, and Penalty Bids” and the information under the heading “Underwriting–Electronic OfferDistribution”, Sale, and Distribution of Shares” in each case contained in the Prospectus (collectively, the “Underwriter Information”).

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

Accurate Disclosure. Neither the Registration Statement, Statement nor any post-effective amendment thereto, when considered with the Registration Statement, at its effective time, on the date hereof, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, at the Closing Time and at any Date of Delivery, none of (A) the General Disclosure Package, (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, Package and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included, included or includes or will include an untrue statement of a material fact or omitted, omitted or omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company Partnership by any Underwriter through the Representative Stifel expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the third first paragraph under the heading “Underwriting–Commissions and Discounts,” the information in the first last paragraph under the heading “Underwriting–NASDAQ Global Market Listing,” the information in the second, third and second fourth paragraphs under the heading “Underwriting–Price Stabilization, Short Positions, Positions and Penalty Bids” and the information under the heading “Underwriting–Electronic Offer, Sale, and Distribution of SharesDistribution” in each case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the The Registration Statement, nor Statement and any post-effective amendment thereto, at the times when considered with the Registration Statementthey became effective, at its effective timedid not contain, on the date hereof, and at the Closing Time Date and any Option Closing Date, as then amended or at supplemented, if applicable, will not contain, any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, Time of Sale and at the Closing Time Date and at any Date of DeliveryOption Closing Date, none of (Ai) the General Disclosure PackageTime of Sale Prospectus, (Bii) any individual Issuer Limited Use Free Writing Prospectusfree writing prospectus, including each broadly available roadshow, if any, when considered together with the General Disclosure PackageTime of Sale Prospectus, and (Ciii) any individual Written Testing-the-Waters CommunicationCommunication (as defined below), when considered together with the General Disclosure PackageTime of Sale Prospectus, 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 nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time Date and any Option Closing Date, as then amended or at any Date of Deliverysupplemented by the Company, 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. The representations and warranties set forth in this subsection shall paragraph do not apply to statements in or omissions from in the Registration Statement (or any amendment thereto)Statement, the General Disclosure Package Time of Sale Prospectus or the Prospectus (or any amendment or supplement thereto) made in reliance based upon and made in conformity with written information relating to any Underwriter furnished to the Company in writing by any such Underwriter through the Representative Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information concession figure appearing in the third paragraph under the heading “Underwriting,” ”, the information in first, second, fifth, sixth and ninth sentences of the first and second paragraphs ninth paragraph under the heading “Underwriting–Stabilization, Short Positions, and Penalty Bids” and the information eleventh paragraph under the heading “Underwriting–Electronic Offer, Sale, and Distribution of Shares” in each case contained in the Prospectus (collectively, the “Underwriter Information”).

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

Accurate Disclosure. Neither 4.27.1 None of the information supplied or to be supplied by PC Bancorp for inclusion in the Registration StatementStatement or the Proxy Statement - Prospectus, nor or incorporated by reference therein, or any post-effective amendment thereto, when considered other document to be filed with any Bank Regulator or Governmental Entity in connection with the Registration Statementtransactions contemplated hereby will, at its effective time, on the date hereof, at the Closing Time or at contain any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omittedomit to state any material fact necessary in order to make the statements made therein, omits in light of the circumstances under which such statements are made, not misleading, or, in the case of the Registration Statement, when it becomes effective, be false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the statements therein not misleading, or, in the case of the Registration Statement and Proxy Statement - Prospectus or any amendment thereof or supplement thereto, at the time of the meeting of shareholders of PC Bancorp, be false or misleading with respect to any material fact or omit to state any material fact necessary to correct any statement or remedy any omission in any earlier communication with respect to the solicitation of any proxy of the PC Bancorp or the CUB Shareholders’ Meeting. 4.27.2 PC Bancorp agrees that through the Effective Time of the Merger, each of its Regulatory Filings, and other filings required to be filed with any applicable Bank Regulator or Governmental Entity will comply in all material respects with all of the applicable rules enforced or promulgated by the Bank Regulator or Governmental Entity with which it will be filed and none will contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, at the Closing Time and at any Date of Delivery, none of (A) the General Disclosure Package, (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were will be made, not misleading. Neither Any financial statement contained in any such Regulatory Filing, or other filing that is intended to present the Prospectus nor any amendment financial position of PC Bancorp or supplement theretoPCB will fairly present the financial position of PC Bancorp or PCB, as of its issue date, at respectively and will be prepared in accordance with GAAP consistently applied during the time of any filing with periods involved. Notwithstanding anything to the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties contrary set forth in this subsection shall not apply Section, PC Bancorp makes no representation or warranty with respect to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company supplied by any Underwriter through the Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the third paragraph under the heading “Underwriting,” the information in the first and second paragraphs under the heading “Underwriting–Stabilization, Short Positions, and Penalty Bids” and the information under the heading “Underwriting–Electronic Offer, Sale, and Distribution of Shares” in each case contained in the Prospectus (collectively, the “Underwriter Information”)CU Bancorp.

Accurate Disclosure. Neither the Registration Statement, Statement nor any post-effective amendment thereto, when considered together with the Registration Statement, at its effective time, on the date hereof, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, at the Closing Time and at any Date of Delivery, none of (A) the General Disclosure Package, (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, Package and (C) any individual Written Testing-the-Waters Communication, as supplemented by and when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, when considered together with the Registration Statement, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package Package, any Issuer Limited Use Free Writing Prospectus, any Written Testing-the-Waters Communication or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with either written information furnished to the Company by or on behalf of any Underwriter through the Representative Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished by or on behalf of any Underwriter shall be the following information in the Prospectus furnished on behalf of each Underwriter: the concession figures appearing in the third paragraph under the heading caption “Underwriting,” the information in the first and second paragraphs under the heading “Underwriting–Stabilization, Short Positions, and Penalty Bids” and the information under the heading “Underwriting–Electronic Offer, Sale, and Distribution of Shares” in each case contained in the Prospectus fifteenth and sixteenth paragraphs under the caption “Underwriting” relating to price stabilization, short positions and penalty bids (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement, nor any post-effective amendment thereto, when considered with the (a) The Registration Statement, at its effective time, on the date hereofdid not contain and, at the Closing Time or at any Date of DeliveryTime, contained, contains did not or will not contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, at the Closing Time and at any Date of Delivery, none of neither (A) the General Disclosure Package, Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of DeliveryTime, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. . (b) The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any the Underwriter through the Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (i) the last paragraph of the cover page regarding delivery of the Securities and (ii) the information in the third paragraph under the heading “Underwriting,” the information in the first second and second tenth paragraphs under the heading “Underwriting–Stabilization, Short Positions, and Penalty Bids” and the information under the heading “Underwriting–Electronic Offer, Sale, and Distribution of Shares” in each case contained in the Prospectus (collectively, the “Underwriter Information”). (c) The representations and warranties in this subsection also shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Selling Shareholder expressly for use therein. For purposes of this Agreement, the only information so furnished by or on behalf of any Selling Shareholder consists of its name and any information relating to its holding of Common Stock (the “Selling Shareholder Information”).

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

Accurate Disclosure. Neither the Registration Statement, Statement nor any post-effective amendment thereto, when considered with the Registration Statement, at its effective time, on the date hereof, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, at the Closing Time and at any Date of Delivery, none of neither (A) the General Disclosure Package, Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters CommunicationMarketing Materials, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b)497, at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any post-effective amendment thereto), including the General Disclosure Package or Rule 430B information, the Prospectus (or any amendment or supplement thereto) or the General Disclosure Package made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the third Prospectus in the first paragraph under the heading “Underwriting–Commissions and Discounts,” the information in the first second, third and second fourth paragraphs under the heading “Underwriting–Price Stabilization, Short Positions, Positions and Penalty Bids” and the information under the heading “Underwriting–Electronic Offer, Sale, Sale and Distribution of Shares” in each case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement, Statement nor any post-effective amendment thereto, when considered with at the Registration Statementtime it became effective, at its effective time, on the date hereof, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, at the Closing Time and at any each Date of Delivery, if any, none of (A) the General Disclosure Package, (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, and or (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretothereto (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 the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection Section 1(a)(ii) shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), ) 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 by any Underwriter through the Representative Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the third paragraph under the heading “Underwriting,” the information in the first third, fourteenth and second sixteenth paragraphs under the heading “Underwriting–Stabilization, Short Positions, and Penalty Bids” and the information under the heading “Underwriting–Electronic Offer, Sale, and Distribution of Shares” in each case contained in the Registration Statement, the General Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither None of the Registration Statement, nor the Rule 462(b) Registration Statement or any amendment or supplement thereto, at the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto, when considered with the Registration Statement, at its effective time, on the date hereofamendments thereto became effective, at the Closing Time or and at any each Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, at the Closing Time and at any Date of Delivery, none of (A) the General Disclosure Package, (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or Date and at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time, at the Closing Time and at each Date of Delivery, neither (x) the General Disclosure Package nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include any untrue statement of a material fact or omitted, omits or will omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection Section 1(a)(ii) shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), including the General Disclosure Package or Rule 430A Information, the Prospectus (or any amendment or supplement thereto) Issuer Free Writing Prospectus, made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the third first paragraph under the heading “Underwriting,–Commissions and Discounts” and the information in the first second, third and second fourth paragraphs under the heading “Underwriting–Price Stabilization, Short Positions, Positions and Penalty Bids” and the information under the heading “Underwriting–Electronic Offer, Sale, and Distribution of Shares” in each case contained in the Prospectus (collectively, the “Underwriter Information”).

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

Accurate Disclosure. Each Preliminary Prospectus, at the time of filing thereof or the time of first use within the meaning of the Rules and Regulations, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither the Registration Statement, Statement nor any post-effective amendment thereto, when considered with at the Registration Statement, at its effective time, on the date hereoftime of each part thereof, at the First Closing Time Date (as defined in Section 3 below) or at any the Second Closing Date of Delivery(as defined in Section 3 below), contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable TimeTime of Sale (as defined below), at the Closing Time and at any Date of Delivery, none of neither (A) the General Time of Sale Disclosure Package, Package (as defined below) nor (B) any individual Issuer Limited Use Free Writing Prospectusissuer free writing prospectus (as defined below), when considered together with the General Time of Sale Disclosure Package, and (C) included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any individual Written Testing-the-Waters Communicationsupplement thereto, when considered together as of its issue date, at the time of any filing with the General Disclosure PackageCommission pursuant to Rule 424(b) of the Rules and Regulations, at the First Closing Date or at the Second Closing Date, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection Section 2(a)(ii) shall not apply to statements in or omissions from any Preliminary Prospectus, the Registration Statement (or any amendment thereto), the General Time of Sale Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon upon, and in conformity with with, written information furnished to the Company by you, or by any Underwriter through the Representative expressly you, specifically for use therein. For purposes in the preparation of this Agreementsuch document, it being understood and agreed that the only such information so furnished shall be by any Underwriter consists of the information described as such in the third paragraph under the heading “Underwriting,” the information in the first and second paragraphs under the heading “Underwriting–Stabilization, Short Positions, and Penalty Bids” and the information under the heading “Underwriting–Electronic Offer, Sale, and Distribution of Shares” in each case contained in the Prospectus (collectively, the “Underwriter Information”Section 6(e).

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

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

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

Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A nor any post-effective amendment thereto, when considered with the Registration Statement, at its effective time, on the date hereof, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, at the Closing Time and at any Date of Delivery, none of neither (A) the General Disclosure Package, Statutory Prospectus nor (B) any individual Issuer Limited Use Free Writing ProspectusRule 482 Statement issued at or prior to the Applicable Time, if any, when considered together with the information included in Schedule C hereto, (collectively the “General Disclosure Package, and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package”), included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time Date or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package 462(b) Registration Statement (or any amendment thereto) or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Xxxxxxx Xxxxx expressly for use therein. For purposes of this Agreement, the only information so furnished shall be [the information in the third first paragraph under the heading “Underwriting–Commissions and Discounts,” the information in the first second, third and second fourth paragraphs under the heading “Underwriting–Price Stabilization, Short Positions, Positions and Penalty Bids” and the information under the heading “Underwriting–Electronic Offer, Sale, Sale and Distribution of Shares” ”] in each case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement, Statement nor any post-effective amendment thereto, when considered with the Registration Statement, at its effective time, on the date hereof, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, at the Closing Time and at any Date of Delivery, none of neither (A) the General Disclosure Package, Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters CommunicationMarketing Materials, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b)497, at the Closing Time Date or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any post-effective amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Mxxxxxx Lxxxx expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the third first paragraph under the heading “Underwriting–Commissions and Discounts,” the information in the first second, third and second fourth paragraphs under the heading “Underwriting–Price Stabilization, Short Positions, Positions and Penalty Bids” in the Prospectus and the information under the heading “Underwriting–Electronic Offer, Sale, Sale and Distribution of Shares” in each case contained in the Prospectus (collectively, the “Underwriter Information”).

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

Accurate Disclosure. Neither the Registration Statement, Statement nor any post-effective amendment thereto, when considered with the Registration Statement, at its effective time, on the date hereof, time or at the Closing Time or at any Date of DeliveryTime, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein therein, not misleading. At As of the Applicable Time, at the Closing Time and at any Date of Delivery, none of (A) the General Disclosure Package, (B) nor any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters Communicationpreliminary prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, as of its issue datetheir respective date(s), at the time of any filing with the Commission pursuant to Rule 424(b), 497 or at the Closing Time or at any Date of DeliveryTime, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives expressly for use thereintherein (collectively, the “Underwriter Information”). For purposes of this Agreement, the only information so furnished Underwriter Information shall be (i) the information in the third fourth paragraph under the heading “Underwriting,” (ii) the first paragraph under “Underwriting—Commissions and Discounts,” (iii) the information in the first and second paragraphs under the heading “Underwriting–Stabilization—Price Stabilizations, Short Positions, Positions and Penalty Bids,” (iv) the information in “Underwriting—Electronic Delivery” and (v) the information under the heading in “Underwriting–Electronic Offer, Sale, and Distribution of Shares—Principal Business Address,” in each case contained case, in the Prospectus (collectively, the “Underwriter Information”)Prospectus.

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

Accurate Disclosure. Neither the Registration Statement, Statement nor any post-effective amendment thereto, when considered with the Registration Statement, at its effective time, on the date hereof, time or at the Closing Time or at any Date of DeliveryTime, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein therein, not misleading. At As of the Applicable Time, at the Closing Time and at any Date of Delivery, none of (A) the General Disclosure Package, (B) nor any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters Communicationpreliminary prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, as of its issue datetheir respective date(s), at the time of any filing with the Commission pursuant to Rule 424(b), 497 or at the Closing Time or at any Date of DeliveryTime, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative expressly for use thereintherein (collectively, the “Underwriter Information”). For purposes of this Agreement, the only information so furnished Underwriter Information shall be (i) the information concession amounts appearing in the third second paragraph under the heading “Underwriting—Commissions and Discounts,” (ii) the information in the first and second paragraphs under the heading “Underwriting–—Price Stabilization, Short Positions, and Penalty Bids” and (iii) the information under the heading in “Underwriting–Electronic Offer, Sale, and Distribution of Shares—Principal Business Address,” in each case contained case, in the Prospectus (collectively, the “Underwriter Information”)Prospectus.

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

Accurate Disclosure. Neither (A) At the time the Registration StatementStatement initially became effective, nor any at the time of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether by post-effective amendment theretoamendment, when considered with the Registration Statementincorporated report or form of prospectus), at its effective time, on the date hereofApplicable Time relating to the Offered Securities and, at the Closing Time or at any Date of DeliveryDate, contained, contains the Registration Statement did not contain or will not contain an untrue statement of a material fact or omitted, omits and did not omit or will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, at the Closing Time and at any Date of Delivery, none of neither (A) the General Disclosure Package, Package nor (B) any individual Issuer Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Final Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b)) and, at the Closing Time or at any Date of DeliveryDate, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. . (B) The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the any Statutory Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the third paragraph under the heading “Underwriting,” the information in the first and second paragraphs under the heading “Underwriting–Stabilization, Short Positions, and Penalty Bids” and the information under the heading “Underwriting–Electronic Offer, Sale, and Distribution of Shares” in each case contained in the Prospectus Underwriter Information (collectively, the “Underwriter Information”as defined below).

Accurate Disclosure. Neither the Registration Statement, Statement nor any post-effective amendment thereto, when considered with the Registration Statement, at its effective time, on at all other subsequent times until the date hereof, expiration of the Prospectus Delivery Period (as hereinafter defined) or at the Closing Time or at any Date of DeliveryTime, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At The Time of Sale Disclosure Package did not, as of the Applicable TimeTime of Sale, at the Closing Time and at any Date of Delivery, none of (A) the General Disclosure Package, (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue datedate or date of first use within the meaning of the Rules and Regulations, at the time of any filing with the Commission pursuant to Rule 424(b)) under the Securities Act, at all other subsequent times until the expiration of the Prospectus Delivery Period or at the Closing Time or at any Date of DeliveryTime, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Time of Sale Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Underwriters and the QIU expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the third paragraph under the heading “Underwriting,Underwriting (Conflicts of Interest) – Electronic Distribution” the information in the first and second paragraphs under the heading “Underwriting–Stabilization, Short Positions, and Penalty Bids” and the information under the heading “Underwriting–Electronic Offer, Sale, and Distribution of Shares” in each case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A nor any post-effective amendment thereto, when considered with the Registration Statement, at its effective time, on the date hereof, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, at the Closing Time and at any Date of Delivery, none of neither (A) the General Disclosure Package, Statutory Prospectus nor (B) any individual Issuer Limited Use Free Writing ProspectusRule 482 Statement issued at or prior to the Applicable Time, if any, when considered together with the information included in Schedule C hereto, (collectively the “General Disclosure Package, and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package”), included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time Date or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package 462(b) Registration Statement (or any amendment thereto) or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Xxxxxxx Xxxxx expressly for use therein. For purposes of this Agreement, the only information so furnished shall be [the information in the third first paragraph under the heading “Underwriting—Commissions and Discounts,” and the information in the first second, third and second fourth paragraphs under the heading “Underwriting–—Price Stabilization, Short Positions, Positions and Penalty Bids” and the information under the heading “Underwriting–Electronic Offer, Sale, and Distribution of Shares” in each case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither (1) Except for statements in such documents which do not constitute part of the Registration StatementStatement or the Prospectus or the Pricing Disclosure Package pursuant to Rule 412 of Regulation C under the 1933 Act, nor (i) each document filed pursuant to 1934 Act or the 1933 Act and incorporated by reference or deemed to be incorporated by reference in the Prospectus complied when filed or will comply when so filed in all material respects with 1934 Act or the 1933 Act, as the case may be, and the applicable rules and regulations of the Commission thereunder and (ii) each of the Pricing Disclosure Package and any post-effective amendment thereto, Issuer Free Writing Prospectus (when considered together with the Registration StatementPricing Disclosure Package), at its effective timethe Applicable Time did not, on the date hereof, and at the Closing Time or at will not, contain any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, at the Closing Time and at any Date of Delivery, none of (A) the General Disclosure Package, (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither . (2) The statements in the Preliminary Prospectus and the Prospectus nor any amendment or supplement thereto, as of its issue date, at under the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light captions “Description of the circumstances under which Notes” and “Description of Debt Securities,” insofar as, taken together, they were madepurport to describe or summarize certain provisions of the Notes and the Indenture are, not misleadingwhen taken together, accurate descriptions or summaries in all material respects. The representations and warranties in this subsection shall do not apply to (a) that part of the Registration Statement that constitutes the Form T-1 of the Trust Indenture Act, or (b) statements in or omissions from the Registration Statement (or any amendment thereto)Statement, the General Disclosure Package Permitted Free Writing Prospectus or the Prospectus (Prospectus, or any amendment or supplement thereto) made in reliance , based upon and in conformity with written information relating to any Underwriter furnished to the Company in writing by any Underwriter through the Representative expressly for use thereinin the Registration Statement, the Permitted Free Writing Prospectus or the Prospectus. For purposes of this agreement (this “Agreement”), the only information so furnished shall be the information in the third paragraph under the heading “Underwriting,” the information in the first fifth, eleventh and second twelfth paragraphs under the heading “Underwriting–Stabilization, Short Positions, and Penalty Bids” and the information under the heading “Underwriting–Electronic Offer, Sale, and Distribution of Shares” in each case contained in the Preliminary Prospectus (collectively, the “Underwriter Underwriters’ Information”).

Accurate Disclosure. Neither the Registration Statement, Statement nor any post-effective amendment thereto, when considered with the Registration Statement, at its effective time, on the date hereof, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, at the Closing Time and at any Date of Delivery, none of neither (A) the General Disclosure Package, Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters CommunicationCommunication or Marketing Materials (as defined below), if any, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the third first paragraph under the heading “Underwriting,” –Commissions and Discounts”, the information in the first second, third and second fourth paragraphs under the heading “Underwriting–Stabilization, Price Stabilization and Short Positions, and Penalty Bids” and the information under the heading “Underwriting–Electronic OfferDistribution”, Sale, and Distribution of Shares” in each case contained in the Prospectus (collectively, the “Underwriter Information”).

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

Accurate Disclosure. Neither the Registration Statement, Statement nor any post-effective amendment thereto, when considered with the Registration Statement, at its effective time, on the date hereof, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, at the Closing Time and at any Date of Delivery, none of neither (A) the General Disclosure Package, Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included, includes or will include included an untrue statement of a material fact or omitted, omits or will omit omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection Section 1(a)(ii) shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or Package, the Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in statements relating to the third paragraph concession figures under the heading “Underwriting,-Commissions and Discounts” the information in the first and second paragraphs statements relating to stabilizing transactions, short sales, and penalty bids under the heading “Underwriting–-Price Stabilization, Short Positions, Positions and Penalty Bids” and the information under the heading “Underwriting–Electronic Offer, Sale, and Distribution of Shares” in each case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A nor any post-effective amendment thereto, when considered with the Registration Statement, at its effective time, on the date hereof, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, at the Closing Time and at any Date of Delivery, none of neither (A) the General Disclosure Package, Statutory Prospectus nor (B) any individual Issuer Limited Use Free Writing ProspectusRule 482 Statement issued at or prior to the Applicable Time, if any, when considered together with the information included in Schedule C hereto, (collectively the “General Disclosure Package, and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package”), included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package 462(b) Registration Statement (or any amendment thereto) or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Xxxxxxx Xxxxx expressly for use therein. For purposes of this Agreement, the only information so furnished shall be [the information in the third first paragraph under the heading “Underwriting–Commissions and Discounts,” the information in the first second, third and second fourth paragraphs under the heading “Underwriting–Price Stabilization, Short Positions, Positions and Penalty Bids” and the information under the heading “Underwriting–Electronic Offer, Sale, Sale and Distribution of Shares” ”] in each case contained in the Prospectus (collectively, the “Underwriter Information”).

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

Accurate Disclosure. Neither the Registration Statement, Statement nor any post-effective amendment thereto, when considered with the Registration Statement, at its effective time, on the date hereof, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein therein, not misleading. At As of the Applicable Time, at the Closing Time and at any Date of Delivery, none of (A) the General Disclosure Package, (B) nor any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters Communicationpreliminary prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, as of its issue datetheir respective date(s), at the time of any filing with the Commission pursuant to Rule 424(b497(h), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the third fourth paragraph under the heading “Underwriting,” the information in the first and second paragraphs paragraph under the heading “Underwriting–Commissions and Discounts,” the information in the third paragraph under the heading “Underwriting–Determination of the Initial Public Offering Price,” the information under the heading “Underwriting–Price Stabilization, Short Positions, Positions and Penalty Bids,” and the information under the heading “Underwriting–Electronic Offer, Sale, Sale and Distribution of Shares” and the information under the heading “Underwriting–Principal Business Address,” in each case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement, Statement nor any post-effective amendment thereto, when considered with the Registration Statement, at its effective time, on the date hereof, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. At As of the Applicable Time, at the Closing Time and at any Date of Delivery, none of (A) the General Disclosure Package, (B) nor any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters Communicationpreliminary prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, as of its issue datetheir respective date(s), at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), including the Rule 430B information, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished in writing to the Company by any Underwriter through the Representative Representatives expressly for use thereintherein (collectively, the “Underwriter Information”). For purposes of this Agreement, the only information so furnished Underwriter Information shall be (i) the information in the third fourth paragraph under the heading “Underwriting,” (ii) the first paragraph under “Underwriting—Underwriting Compensation,” (iii) the information in the first and second paragraphs under the heading “Underwriting–Stabilization, —Short Positions, and Penalty Bids,” and (iv) the information under the heading in “Underwriting–—Passive Market Making,” (v) the information in “Underwriting—Electronic Offer, Sale, Sale and Distribution of Shares” and (vi) the information in “Underwriting—Principal Business Address,” in each case contained case, in the Prospectus (collectively, the “Underwriter Information”)Prospectus.

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

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

Accurate Disclosure. Neither the Registration Statement, Statement nor any post-effective amendment thereto, when considered with the Registration Statement, at its effective time, on at all other subsequent times until the date hereofexpiration of the Prospectus Delivery Period (as hereinafter defined), at the Closing Time or at Date and on any Date of DeliveryOption 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 The Time of Sale Disclosure Package did not, as of the Applicable TimeTime of Sale, at the Closing Time and at any Date of Delivery, none of (A) the General Disclosure Package, (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue datedate or date of first use within the meaning of the Rules and Regulations, at the time of any filing with the Commission pursuant to Rule 424(b)) under the Securities Act, at all other subsequent times until the expiration of the Prospectus Delivery Period or at the Closing Time or at any Date of DeliveryTime, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Time of Sale Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Underwriters expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the third fourth paragraph under the heading “Underwriting”, “Underwriting – Discretionary Accounts,” the information in the first second and second paragraphs third sentences under the heading “Underwriting–Stabilization, Short Positions, and Penalty Bids” and the information under the heading “Underwriting–Underwriting – Electronic Offer, Sale, Sale and Distribution of Shares,” in each case and “Underwriting – Stabilization” contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither At the time the Registration StatementStatement initially became effective, nor any at the time of each amendment thereto for the purposes of complying with Section 10(a)(3) of the 1933 Act (whether by post-effective amendment theretoamendment, when considered with the Registration Statementincorporated report or form of prospectus), at its effective time, on the date hereofApplicable Time relating to the Securities, at the Closing Time or at any Date of Delivery, contained, contains the Registration Statement did not contain or will not contain an untrue statement of a material fact or omitted, omits and did not omit or will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, at the Closing Time and at any Date of Delivery, none of neither (A) the General Disclosure Package, Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the any Statutory Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the third paragraph paragraphs four, ten and fifteen under the heading “Underwriting,” the information in the first and second paragraphs under the heading “Underwriting–Stabilization, Short Positions, and Penalty Bids” and the information under the heading “Underwriting–Electronic Offer, Sale, and Distribution of Shares” in each case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement, Statement nor any post-effective amendment thereto, when considered with the Registration Statement, at its effective time, on the date hereof, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, at the Closing Time and at any Date of Delivery, none of neither (A) the General Disclosure Package, Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters CommunicationMarketing Materials, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b)497, at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any post-effective amendment thereto), including the General Disclosure Package or Rule 430B information, the Prospectus (or any amendment or supplement thereto) or the General Disclosure Package made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the third Prospectus in the first paragraph under the heading “Underwriting—Commissions and Discounts,” the information in the first second, third and second fourth paragraphs under the heading “Underwriting–—Price Stabilization, Short Positions, Positions and Penalty Bids” and the information under the heading “Underwriting–—Electronic Offer, Sale, Sale and Distribution of Shares” in each case contained in the Prospectus (collectively, the “Underwriter Information”).

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

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

Accurate Disclosure. Neither the Registration Statement, Statement nor any post-effective amendment thereto, when considered with the Registration Statement, at its effective time, on the date hereof, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, at the Closing Time and at any Date of Delivery, none of neither (A) the General Disclosure Package, Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters CommunicationMarketing Materials, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b)497, at the Closing Time Date or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any post-effective amendment thereto), including the General Disclosure Package or Rule 430B information, the Prospectus (or any amendment or supplement thereto) or the General Disclosure Package made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Deutsche Bank expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the third Prospectus in the first paragraph under the heading “Underwriting–Commissions and Discounts,” the information in the first second, third and second fourth paragraphs under the heading “Underwriting–Price Stabilization, Short Positions, Positions and Penalty Bids” and the information under the heading “Underwriting–Electronic Offer, Sale, Sale and Distribution of Shares” in each case contained in the Prospectus (collectively, the “Underwriter Information”).

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

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

Accurate Disclosure. Neither the Registration Statement, nor any post-effective amendment thereto, when considered with the (a) The Registration Statement, at its effective time, on the date hereofdid not contain and, at the Closing Time or at any Date of DeliveryTime, contained, contains did not or will not contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, at the Closing Time and at any Date of Delivery, none of neither (A) the General Disclosure Package, Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of DeliveryTime, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. . (b) The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any the Underwriter through the Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (i) the last paragraph of the cover page regarding delivery of the Securities and (ii) the information in the third paragraph under the heading “Underwriting,” the information in the first second, third, fourth and second twelfth paragraphs under the heading “Underwriting–Stabilization, Short Positions, and Penalty Bids” and the information under the heading “Underwriting–Electronic Offer, Sale, and Distribution of Shares” in each case contained in the Prospectus (collectively, the “Underwriter Information”). (c) The representations and warranties in this subsection also shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Selling Shareholder expressly for use therein. For purposes of this Agreement, the only information so furnished by or on behalf of any Selling Shareholder consists of its name and any information relating to its holding of Common Stock (the “Selling Shareholder Information”).

Accurate Disclosure. Neither None of the Registration Statement, nor the Rule 462(b) Registration Statement or any amendment and supplement thereto, at the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto, when considered with the Registration Statement, at its effective time, on the date hereofamendments thereto became effective, at the Closing Time or and at any each Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At Neither the Applicable Time, at the Closing Time and at any Date of Delivery, none of (A) the General Disclosure Package, (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus preliminary prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or and at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time, at the Closing Time and at each Date of Delivery, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include any untrue statement of a material fact or omitted, omits or will omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or any preliminary prospectus, the Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Xxxxxxx Xxxxx expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the third paragraph, the fifteenth paragraph, the first two sentences of the sixteenth paragraph and the eighteenth paragraph under the heading “Underwriting,” the information in the first and second paragraphs under the heading “Underwriting–Stabilization, Short Positions, and Penalty Bids” and the information under the heading “Underwriting–Electronic Offer, Sale, and Distribution of Shares” in each case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement, Statement nor any post-effective amendment thereto, when considered together with the Registration Statement, at its effective time, on the date hereof, and at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, at and the Closing Time and at any Date of Delivery, none of (A) the General Disclosure Package, (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, Package and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, when considered together with the Prospectus, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any post-effective amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the third paragraph under the heading “Underwriting,” the information in the first third, tenth and second eleventh paragraphs under the heading “Underwriting–Stabilization, Short Positions, and Penalty Bids” and the information under the heading “Underwriting–Electronic Offer, Sale, and Distribution of Shares” in each case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement, Statement nor any post-effective amendment thereto, when considered with the Registration Statement, at its effective time, on the date hereof, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, at the Closing Time and at any Date of Delivery, none of (A) the General Disclosure Package, Package (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, Package [and (C) any and individual Written Testing-the-Waters Communication], when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or any Issuer Limited Use Free Writing Prospectus made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Xxxxxxx Xxxxx expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in statements relating to the third paragraph concession under the heading “Underwriting,—Commissions and Discounts” the information and in the first second, third and second fourth paragraphs under the heading “Underwriting–—Price Stabilization, Short Positions, Positions and Penalty Bids” and the information under the heading “Underwriting–Electronic Offer, Sale, and Distribution of Shares,” in each case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Each Preliminary Prospectus, at the time of filing thereof or the time of first use within the meaning of the Rules and Regulations, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Registration Statement, Statement nor any post-effective amendment thereto, when considered with at the Registration Statement, at its effective time, on the date hereoftime of each part thereof, at the First Closing Time Date (as defined in Section 3 below) or at any the Second Closing Date of Delivery(as defined in Section 3 below), contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable TimeTime of Sale (as defined below), at the Closing Time and at any Date of Delivery, none of neither (A) the General Time of Sale Disclosure Package, Package (as defined below) nor (B) any individual Issuer Limited Use Free Writing Prospectusissuer free writing prospectus (as defined below), when considered together with the General Time of Sale Disclosure Package, and (C) included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any individual Written Testing-the-Waters Communicationsupplement thereto, when considered together as of its issue date, at the time of any filing with the General Disclosure PackageCommission pursuant to Rule 424(b) of the Rules and Regulations, at the First Closing Date or at the Second Closing Date, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection Section 2(a)(ii) shall not apply to statements in or omissions from any Preliminary Prospectus, the Registration Statement (or any amendment thereto), the General Time of Sale Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon upon, and in conformity with with, written information furnished to the Company by you, or by any Underwriter through the Representative expressly you, specifically for use therein. For purposes in the preparation of this Agreementsuch document, it being understood and agreed that the only such information so furnished shall be by any Underwriter consists of the information described as such in the third paragraph under the heading “Underwriting,” the information in the first and second paragraphs under the heading “Underwriting–Stabilization, Short Positions, and Penalty Bids” and the information under the heading “Underwriting–Electronic Offer, Sale, and Distribution of Shares” in each case contained in the Prospectus (collectively, the “Underwriter Information”Section 6(f).

Accurate Disclosure. Neither the Registration Statement, Statement nor any post-effective amendment thereto, when considered with the Registration Statement, at its effective time, on at all other subsequent times until the date hereof, expiration of the Prospectus Delivery Period (as hereinafter defined) or at the Closing Time or at any Date of DeliveryDate, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At The Time of Sale Disclosure Package did not, as of the Applicable TimeTime of Sale, at the Closing Time and at any Date of Delivery, none of (A) the General Disclosure Package, (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue datedate or date of first use within the meaning of the Rules and Regulations, at the time of any filing with the Commission pursuant to Rule 424(b)) under the Securities Act, at all other subsequent times until the expiration of the Prospectus Delivery Period or at the Closing Time or at any Date of DeliveryTime, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Time of Sale Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Underwriters expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the third paragraph under the heading “Underwriting,” the information in the first and second paragraphs under the heading “Underwriting–Stabilization, Short Positions, and Penalty Bids” and the information under the heading “Underwriting–Electronic Offer, Sale, and Distribution of Shares” in each case contained in the Prospectus Underwriter Information (collectively, the “Underwriter Information”as defined below).

Accurate Disclosure. Neither the Registration Statement, Statement nor any post-effective amendment thereto, when considered together with the Registration Statement, at its effective time, on the date hereof, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, at the Closing Time and at any Date of Delivery, none of (A) the General Disclosure Package, (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, Package and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, when considered together with the Prospectus, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any post-effective amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the third paragraph under the heading “Underwriting,” the information in the first third, tenth and second eleventh paragraphs under the heading “Underwriting–Stabilization, Short Positions, and Penalty Bids” and the information under the heading “Underwriting–Electronic Offer, Sale, and Distribution of Shares” in each case contained in the Prospectus (collectively, the “Underwriter Information”).

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

Accurate Disclosure. Neither the Registration Statement, Statement nor any post-effective amendment thereto, when considered together with the Registration Statement, at its effective time, on the date hereof, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, at the Closing Time and at any Date of Delivery, none of (A) the General Disclosure Package, (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, Package and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, when considered together with the Prospectus, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any post-effective amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representative Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the third paragraph under the heading “Underwriting,” the information in the first fourth, eleventh and second twelfth paragraphs under the heading “Underwriting–Stabilization, Short Positions, and Penalty Bids” and the information under the heading “Underwriting–Electronic Offer, Sale, and Distribution of Shares” in each case contained in the Prospectus (collectively, the “Underwriter Information”).

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

Accurate Disclosure. Neither the Registration Statement, Statement nor any post-effective amendment thereto, when considered with the Registration Statement, at its effective time, on the date hereof, at time or the Closing Time or at any Date of DeliveryTime, contained, contains contains, or will contain an untrue statement of a material fact or omitted, omits omits, or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, at the Closing Time and at any Date of Delivery, none of neither (A) the General Disclosure Package, Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included, includes includes, or will include an untrue statement of a material fact or omitted, omits omits, or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of DeliveryTime, included, includes includes, or will include an untrue statement of a material fact or omitted, omits omits, or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package Package, or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the third first paragraph under the heading “Underwriting,” the information in the first —Commissions and second paragraphs under the heading “Underwriting–Stabilization, Short Positions, and Penalty BidsDiscounts” and the information under the heading “Underwriting–Electronic Offer, Sale, and Distribution of Shares—Short Positions” in each case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement, Statement nor any post-effective amendment thereto, when considered with the Registration Statement, at its effective time, on the date hereof, time or at the Closing Time or at any Date of DeliveryTime, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein therein, not misleading. At As of the Applicable Time, at the Closing Time and at any Date of Delivery, none of (A) the General Disclosure Package, (B) nor any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters Communicationpreliminary prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, as of its issue datetheir respective date(s), at the time of any filing with the Commission pursuant to Rule 424(b), ) or at the Closing Time or at any Date of DeliveryTime, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the a Representative expressly for use thereintherein (collectively, the “Underwriter Information”). For purposes of this Agreement, the only information so furnished Underwriter Information shall be (i) the information concession amounts appearing in the third second paragraph under the heading “Underwriting—Commissions and Discounts,” (ii) the information in the first and second paragraphs under the heading “Underwriting–—Price Stabilization, Short Positions, and Penalty Bids” and (iii) the information under the heading in “Underwriting–Electronic Offer—Principal Business Address, Sale, and Distribution of Shares” in each case contained case, in the Prospectus (collectively, the “Underwriter Information”)Prospectus.

Accurate Disclosure. Neither the Registration Statement, Statement nor any post-effective amendment thereto, when considered with the Registration Statement, at its effective time, on the date hereof, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein therein, not misleading. At As of the Applicable Time, at the Closing Time and at any Date of Delivery, none of (A) the General Disclosure Package, (B) nor any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters Communicationpreliminary prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, as of its issue datetheir respective date(s), at the time of any filing with the Commission pursuant to Rule 424(b497(h), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the third fourth paragraph under the heading “Underwriting,” the information in the first and second paragraphs paragraph under the heading “Underwriting–Commissions and Discounts,” the information in the third paragraph under the heading “Underwriting–Determination of the Initial Public Offering Price,” the information in the second paragraph and third paragraph under the heading “Underwriting–Price Stabilization, Short Positions, Positions and Penalty Bids,” the information under the heading “Underwriting–Electronic Distribution” and the information under the heading “Underwriting–Electronic Offer, Sale, and Distribution of SharesPrincipal Business Address,” in each case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement, Statement nor any post-effective amendment thereto, when considered with the Registration Statement, at its effective time, on the date hereof, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, at the Closing Time and at any Date of Delivery, none of (A) the General Disclosure Package, (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters CommunicationCommunication (as defined below), when considered together with the General Disclosure Package, and (D) the Bona Fide Electronic Road Show, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package Package, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in statements regarding the third selling concession and reallowance figures and the paragraph relating to stabilization by the Underwriters appearing under the heading caption “Underwriting,” the information in the first and second paragraphs under the heading “Underwriting–Stabilization, Short Positions, and Penalty Bids” and the information under the heading “Underwriting–Electronic Offer, Sale, and Distribution of Shares” in each case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement, Statement nor any post-effective amendment thereto, when considered together with the Registration Statement, at its effective time, on the date hereof, hereof and at the Closing Time or at any Date of DeliveryTime, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, at Time and the Closing Time and at any Date of DeliveryTime, none of (A) the General Disclosure Package, (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, Package and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, when considered together with the Prospectus, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of DeliveryTime, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any post-effective amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the third paragraph under the heading “Underwriting,” the information in the first third, ninth and second tenth paragraphs under the heading “Underwriting–Stabilization, Short Positions, and Penalty Bids” and the information under the heading “Underwriting–Electronic Offer, Sale, and Distribution of Shares” in each case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement, nor any post-effective amendment thereto, when considered with the The Registration Statement, at its effective time, on the date hereofdid not contain and, at the Closing Time or and at any Date of Delivery, contained, contains did not or will not contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, at the Closing Time and at any Date of Delivery, none of neither (A) the General Disclosure Package, Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (i) the information last paragraph of the cover page regarding delivery of the Securities, (ii) the list of Underwriters and their respective participation in the third paragraph sale of the Securities under the heading “Underwriting,” the information in the first and second paragraphs under the heading “Underwriting–Stabilization, Short Positions, and Penalty Bids” and the information under the heading “Underwriting–Electronic Offer, Sale, and Distribution of Shares” in each case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement, Statement nor any post-effective amendment thereto, when considered with the Registration Statement, at its effective time, on at all other subsequent times until the date hereof, expiration of the Prospectus Delivery Period (as hereinafter defined) or at the Closing Time or at any Date of DeliveryDate, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At The Time of Sale Disclosure Package did not, as of the Applicable TimeTime of Sale, at the Closing Time and at any Date of Delivery, none of (A) the General Disclosure Package, (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue datedate or date of first use within the meaning of the Rules and Regulations, at the time of any filing with the Commission pursuant to Rule 424(b)) under the Securities Act, at all other subsequent times until the expiration of the Prospectus Delivery Period or at the Closing Time or at any Date of DeliveryTime, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Time of Sale Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any the Underwriter through the Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the third paragraph under the heading “Underwriting,” the information in the first and second paragraphs under the heading “Underwriting–Stabilization, Short Positions, and Penalty Bids” and the information under the heading “Underwriting–Electronic Offer, Sale, and Distribution of Shares” in each case contained in the Prospectus Underwriter Information (collectively, the “Underwriter Information”as defined below).

Accurate Disclosure. Neither the Registration Statement, nor any post-effective amendment thereto, when considered with the Registration Statement, at its effective time, on the date hereof, at the Closing Time or at any Date As of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, at the Closing Time and at any Date of Delivery, none of neither (A) the General Disclosure Package, Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters CommunicationInformation, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretoThe Final Offering Memorandum, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, includeddid not, includes or does not and will include not contain an untrue statement of a material fact or omittedomit to state a material fact necessary in order to make the statements therein, omits in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the General Disclosure Package and the Final Offering Memorandum, when such documents incorporated or deemed to be incorporated by reference were filed with the Commission, when read together with the other information in the General Disclosure Package or the Final Offering Memorandum, as the case may be, did not, does not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) Final Offering Memorandum made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Initial Purchaser expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the third first paragraph under the heading “Underwriting,Plan of Distribution—Commissions and Discounts, the third sentence under the heading “Plan of Distribution—New Issue of Notes” and the information in the first and second paragraphs paragraph under the heading “Underwriting–Stabilization, Plan of Distribution—Price Stabilization and Short Positions, and Penalty Bids” and the information under the heading “Underwriting–Electronic Offer, Sale, and Distribution of Shares” in each case contained in the Prospectus Offering Memorandum (collectively, the “Underwriter Initial Purchaser Information”).

Accurate Disclosure. Neither the Registration Statement, Statement nor any post-effective amendment thereto, when considered with the Registration Statement, at its effective time, on the date hereof, at the Closing Time or at any Date of Delivery, respectively, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, at the Closing Time and at any Date of Delivery, none of neither (A) the General Disclosure Package, Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included, includes or will include included an untrue statement of a material fact or omitted, omits or will omit omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time Date or at any Date of Delivery, respectively, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), including the 430A Information, any preliminary prospectus, the General Disclosure Package or Package, the Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Xxxxxxx Xxxxx expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the third first paragraph under the heading “Underwriting–Commissions and Discounts,” the information in the first second, third and second fourth paragraphs under the heading “Underwriting–Price Stabilization, Short Positions, Positions and Penalty Bids” and the information under the heading “Underwriting–Electronic Offer, Sale, Sale and Distribution of Shares” in each case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A nor any post-effective amendment thereto, when considered with the Registration Statement, at its effective time, on the date hereof, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, at the Closing Time and at any Date of Delivery, none of neither (A) the General Disclosure Package, Statutory Prospectus nor (B) any individual Issuer Limited Use Free Writing ProspectusRule 482 Statement issued at or prior to the Applicable Time, if any, when considered together with the information included in Schedule C hereto, (collectively the “General Disclosure Package, and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package”), included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time Date or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package 462(b) Registration Statement (or any amendment thereto) or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Xxxxxxx Xxxxx expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the third first paragraph under the heading “Underwriting–Commissions and Discounts,” the information in the first second and second fifth paragraphs under the heading “Underwriting–Price Stabilization, Short Positions, Positions and Penalty Bids” and the information under identifying the heading “Underwriting–Electronic OfferUnderwriters and members of the underwriting syndicate (including the principal place of business of the Representatives and the number of shares each has agreed to purchase, Sale, and Distribution of Shares” in each case contained in the Prospectus (collectively, the “Underwriter Information”).

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

Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A nor any post-effective amendment thereto, when considered with the Registration Statement, at its effective time, on the date hereof, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, at the Closing Time and at any Date of Delivery, none of neither (A) the General Disclosure Package, Statutory Prospectus nor (B) any individual Issuer Limited Use Free Writing ProspectusRule 482 Statement issued at or prior to the Applicable Time, if any, when considered together with the information included in Schedule C hereto, (collectively the “General Disclosure Package, and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package”), included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package 462(b) Registration Statement (or any amendment thereto) or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company Fund by any Underwriter through the Representative Xxxxxxx Xxxxx expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the third first paragraph under the heading “Underwriting—Commissions and Discounts,” and the information in the first second, third and second fifth paragraphs under the heading “Underwriting–—Price Stabilization, Short Positions, Positions and Penalty Bids” and the information under the heading “Underwriting–Electronic Offer, Sale, and Distribution of Shares” in each case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement, Statement nor any post-effective amendment thereto, when considered with at the Registration Statementtime it became effective, at its effective time, on the date hereof, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, at the Closing Time and at any each Date of Delivery, none of if any, neither (A) the General Disclosure Package, Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, as of at its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection Section 1(a)(ii) shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), ) 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 by any Underwriter through the Representative Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the third first paragraph under the heading “Underwriting—Commissions and Discounts,” the information in the first second and second third paragraphs under the heading “Underwriting–—Price Stabilization, Short Positions, Positions and Penalty Bids” and the information under the heading “Underwriting–—Electronic OfferDistribution”, Sale, and Distribution of Shares” in each case contained in the Registration Statement, the General Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement, Statement nor any post-effective amendment thereto, when considered with the Registration Statement, at its effective time, on the date hereof, at the Closing Time or or, if any Option Securities are sold on a Date of Delivery, at any such Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. At As of the Applicable Time, at the Closing Time and at any Date of Delivery, none of (A) the General Disclosure Package, (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, Package and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or or, if any Option Securities are sold on a Date of Delivery, at any such Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in (x) the third 2nd paragraph (by Banco Bradesco BBI S.A. only), and (y) the 10th, 13th, 18th, 19th, 20th, 21st, 25th and 26th paragraphs (by any Underwriter), in both cases under the heading “Underwriting,” the information in the first and second paragraphs under the heading “Underwriting–Stabilization, Short Positions, and Penalty Bids” and the information under the heading “Underwriting–Electronic Offer, Sale, and Distribution of Shares” in each case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither None of the Registration Statement, nor the Rule 462(b) Registration Statement or any amendment and supplement thereto, at the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective amendment thereto, when considered with the Registration Statement, at its effective time, on the date hereofamendments thereto became effective, at the Closing Time or and at any each Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, at the Closing Time and at any Date of Delivery, none of (A) the General Disclosure Package, (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or Date and at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. As of the Applicable Time, at the Closing Time and at each Date of Delivery, neither (x) the General Disclosure Package nor (y) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include any untrue statement of a material fact or omitted, omits or will omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), including the General Disclosure Package or Rule 430A Information, any preliminary prospectus, the Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Xxxxxxx Xxxxx expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the third first paragraph under the heading “Underwriting—Commissions and Discounts,” the information in the first second, third and second fourth paragraphs under the heading “Underwriting–—Price Stabilization, Short Positions, Positions and Penalty Bids” in the Prospectus and the information under the heading “Underwriting–—Electronic Offer, Sale, Sale and Distribution of Shares” in each case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement, Statement nor any post-effective amendment thereto, when considered together with the Registration Statement, at its effective time, on the date hereof, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, at the Closing Time and at any Date of Delivery, none of (A) the General Disclosure Package, (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, Package and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, when considered together with the Prospectus, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representative BofA expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the third first paragraph under the heading “UnderwritingUnderwriting (Conflicts of Interest)—Commissions and Discounts,” the information in the first second, third and second fourth paragraphs under the heading “Underwriting–Underwriting (Conflicts of Interest)—Price Stabilization, Short Positions, Positions and Penalty Bids” and the information under the heading “Underwriting–Electronic Underwriting (Conflicts of Interest)—Electronic Offer, Sale, Sale and Distribution of Shares]” in each case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement, the notification on Form N-8A nor any post-effective amendment thereto, when considered with the Registration Statement, at its effective time, on the date hereof, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, at the Closing Time and at any Date of Delivery, none of neither (A) the General Disclosure Package, Statutory Prospectus nor (B) any individual Issuer Limited Use Free Writing ProspectusRule 482 Statement issued at or prior to the Applicable Time, if any, when considered together with the information included in Schedule C hereto, (collectively the “General Disclosure Package, and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package”), included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time Date or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package 462(b) Registration Statement (or any amendment thereto) or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Mxxxxxx Lxxxx expressly for use therein. For purposes of this Agreement, the only information so furnished shall be [the information in the third first paragraph under the heading “Underwriting–Commissions and Discounts,” the information in the first second, third and second fourth paragraphs under the heading “Underwriting–Price Stabilization, Short Positions, Positions and Penalty Bids” and the information under the heading “Underwriting–Electronic Offer, Sale, Sale and Distribution of Shares” ”] in each case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement, Statement nor any post-effective amendment thereto, when considered with the Registration Statement, at its effective time, on at all other subsequent times until the date hereof, expiration of the Prospectus Delivery Period (as hereinafter defined) or at the Closing Time or at any Date of DeliveryTime, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At The Time of Sale Disclosure Package did not, as of the Applicable TimeTime of Sale, at the Closing Time and at any Date of Delivery, none of (A) the General Disclosure Package, (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue datedate or date of first use within the meaning of the Rules and Regulations, at the time of any filing with the Commission pursuant to Rule 424(b)) under the Securities Act, at all other subsequent times until the expiration of the Prospectus Delivery Period or at the Closing Time or at any Date of DeliveryTime, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Time of Sale Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Underwriters expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the third paragraph under the heading “Underwriting,-Electronic Distribution” the information in the first and second paragraphs under the heading “Underwriting–Stabilization, Short Positions, and Penalty Bids” and the information under the heading “Underwriting–Electronic Offer, Sale, and Distribution of Shares” in each case contained in the Prospectus (collectively, the “Underwriter Information”).

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

Accurate Disclosure. Neither (A) At the time the Registration StatementStatement initially became effective, nor any at the time of each amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether by post-effective amendment theretoamendment, when considered with the Registration Statementincorporated report or form of prospectus), at its effective time, on the date hereofApplicable Time relating to the Securities and, at the Closing Time or at any Date of DeliveryDate, contained, contains the Registration Statement did not contain or will not contain an untrue statement of a material fact or omitted, omits and did not omit or will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, at the Closing Time and at any Date of Delivery, none of neither (A) the General Disclosure Package, Package nor (B) any individual Issuer Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Final Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b)) and, at the Closing Time or at any Date of DeliveryDate, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. . (B) The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the any Statutory Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the third paragraph under the heading “Underwriting,” the information in the first and second paragraphs under the heading “Underwriting–Stabilization, Short Positions, and Penalty Bids” and the information under the heading “Underwriting–Electronic Offer, Sale, and Distribution of Shares” in each case contained in the Prospectus Underwriter Information (collectively, the “Underwriter Information”as defined below).

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

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

Accurate Disclosure. Neither the Registration Statement, Statement nor any post-effective amendment thereto, when considered with the Registration Statement, at its effective time, on the date hereof, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, at the Closing Time and at any Date of Delivery, none of neither (A) the General Disclosure Package, Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters CommunicationMarketing Materials, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b)497, at the Closing Time Date or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any post-effective amendment thereto), including the General Disclosure Package or Rule 430B information, the Prospectus (or any amendment or supplement thereto) or the General Disclosure Package made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Deutsche Bank expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the third Prospectus in the first paragraph under the heading “Underwriting—Commissions and Discounts,” the information in the first second, third and second fourth paragraphs under the heading “Underwriting–—Price Stabilization, Short Positions, Positions and Penalty Bids” and the information under the heading “Underwriting–—Electronic Offer, Sale, Sale and Distribution of Shares” in each case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement, Statement nor any post-effective amendment thereto, when considered with the Registration Statement, at its effective time, on at all other subsequent times until the date hereof, expiration of the Prospectus Delivery Period (as hereinafter defined) or at the Closing Time or at any Date of DeliveryDate, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At The Time of Sale Disclosure Package did not, as of the Applicable TimeTime of Sale, at the Closing Time and at any Date of Delivery, none of (A) the General Disclosure Package, (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue datedate or date of first use within the meaning of the Rules and Regulations, at the time of any filing with the Commission pursuant to Rule 424(b)) under the Securities Act, at all other subsequent times until the expiration of the Prospectus Delivery Period or at the Closing Time or at any Date of DeliveryTime, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Time of Sale Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Underwriters expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the third paragraph under the heading “Underwriting,” the information in the first and second paragraphs under the heading “Underwriting–Stabilization, Short Positions, and Penalty Bids” and the information under the heading “Underwriting–Electronic Offer, Sale, and Distribution of Shares” in each case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement, nor any post-effective amendment thereto, when considered with the Registration Statement, at its effective time, on the date hereof, at the Closing Time or at any Date As of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, at the Closing Time and at any Date of Delivery, none of neither (A) the General Disclosure Package, Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters CommunicationInformation, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretoThe Final Offering Memorandum, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, includeddid not, includes or does not and will include not contain an untrue statement of a material fact or omittedomit to state a material fact necessary in order to make the statements therein, omits in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the General Disclosure Package and the Final Offering Memorandum, when such documents incorporated by reference were filed with the Commission, when read together with the other information in the General Disclosure Package or the Final Offering Memorandum, as the case may be, did not, does not and will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) Final Offering Memorandum made in reliance upon and in conformity with written information furnished to the Company by any Underwriter Initial Purchaser through the Representative Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the third first paragraph under the heading “UnderwritingPlan of Distribution — Commissions and Discounts,” the third sentence of the first paragraph under the heading “Plan of Distribution — Notes are Not Being Registered,” the third and fourth sentences under the heading “Plan of Distribution — New Issue of Notes” and the information in the first and second paragraphs paragraph under the heading “Underwriting–Plan of Distribution—Price Stabilization, Short Positions, and Penalty Bids” and the information under the heading “Underwriting–Electronic Offer, Sale, and Distribution of Shares” in each case contained in the Prospectus Offering Memorandum (collectively, the “Underwriter Initial Purchaser Information”).

Accurate Disclosure. Neither the Registration Statement, Statement nor any post-effective amendment thereto, when considered with the Registration Statement, at its effective time, on the date hereof, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the Applicable Time, at the Closing Time and at any Date of Delivery, none of neither (A) the General Disclosure Package, Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters CommunicationCommunication or Marketing Materials (as defined below), if any, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the third first paragraph under the heading “Underwriting–Commissions and Discounts,” the information in the second sentence of the first paragraph under, and second and third paragraphs under under, the heading “Underwriting–Stabilization, Price Stabilization and Short Positions, and Penalty Bids” and the information under the heading “Underwriting–Electronic OfferDistribution”, Sale, and Distribution of Shares” in each case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither (i) (A) At their respective Effective Times, (B) on the date of this Agreement and (C) on each Closing Date, each of the Initial Registration Statement, nor the Additional Registration Statement (if any), the ADS Registration Statement and any post-effective amendment thereto, when considered with the Registration Statement, at its effective time, on the date hereof, at the Closing Time or at amendments and supplement thereto did not and will not include any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading. At , (ii) on its date, at the time of filing of the Final Prospectus pursuant to Rule 424(b) or (if no such filing is required) at the Effective Time of the Additional Registration Statement in which the Final Prospectus is included, and on each Closing Date, the Final Prospectus will conform in all respects to the requirements of the Act and the Rules and Regulations and will not include 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 not misleading; and (iii) as of the Applicable Time, at the Closing Time and at any Date of Delivery, none of neither (A) the General Disclosure Package, Package nor (B) any individual Issuer Limited Use Issuer Free Writing Prospectus, when considered together with the General Disclosure Package, and Prospectus nor (C) any individual Written Testing-the-Waters CommunicationCommunications, when considered together with the General Disclosure Package, included, includes or will include an included any 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, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties set forth in this subsection shall not apply section are limited to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) of material facts made in reliance upon and in conformity with written information relating to such Selling Shareholder furnished to the Company or the Underwriters in writing by any Underwriter through the Representative Selling Shareholder expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the third paragraph under the heading “Underwriting,” the information in the first and second paragraphs under the heading “Underwriting–Stabilization, Short Positions, and Penalty Bids” and the information under the heading “Underwriting–Electronic Offer, Sale, and Distribution of Shares” in each case contained in the Prospectus (collectively, the “Underwriter Information”)aforementioned documents or any amendments or supplements thereto.

Accurate Disclosure. Neither At the time the Registration StatementStatement initially became effective, nor any at the time of each amendment thereto for the purposes of complying with Section 10(a)(3) of the 1933 Act (whether by post-effective amendment theretoamendment, when considered with the Registration Statementincorporated report or form of prospectus), at its effective time, on the date hereofApplicable Time relating to the Securities, at the Closing Time or at any Date of Delivery, contained, contains the Registration Statement did not contain or will not contain an untrue statement of a material fact or omitted, omits and did not omit or will not omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable Time, at the Closing Time and at any Date of Delivery, none of neither (A) the General Disclosure Package, Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, and (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement theretothereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the any Statutory Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the third paragraph paragraphs four and ten under the heading “Underwriting,” the information in the first and second paragraphs under the heading “Underwriting–Stabilization, Short Positions, and Penalty Bids” and the information under the heading “Underwriting–Electronic Offer, Sale, and Distribution of Shares” in each case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Each Preliminary Prospectus, at the time of filing thereof or the time of first use within the meaning of the Rules and Regulations, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Registration Statement, Statement nor any post-effective amendment thereto, when considered with at the Registration Statement, at its effective time, on the date hereoftime of each part thereof, at the First Closing Time Date (as defined below) or at any the Option Closing Date of Delivery(as defined below), contained, contains or will contain contain, as the case may be, an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At As of the Applicable TimeTime of Sale (as defined below), at the Closing Time and at any Date of Delivery, none of neither (A) the General Time of Sale Disclosure Package, Package (as defined below) nor (B) any individual Issuer Limited Use Free Writing ProspectusProspectus (as defined below), when considered together with the General Time of Sale Disclosure Package, and (C) included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any individual Written Testing-the-Waters Communicationsupplement thereto, when considered together as of its issue date, at the time of any filing with the General Disclosure PackageCommission pursuant to Rule 424(b) of the Rules and Regulations, at the First Closing Date or at the Option Closing Date, included, includes or will include include, as the case may be, an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection Section ‎2(a)(ii) shall not apply to statements in or omissions from any Preliminary Prospectus, the Registration Statement (or any amendment thereto), the General Time of Sale Disclosure Package or Package, the Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus made in reliance upon upon, and in conformity with with, written information furnished to the Company by you, or by any Underwriter through the Representative expressly you, specifically for use therein. For purposes in the preparation of this Agreementsuch document, the only it being understood and agreed that such information so furnished shall be by any Underwriter consists solely of the information described as such in Section ‎6(e). There are no contracts or other documents required to be described in the third paragraph under the heading “Underwriting,” the information in the first and second paragraphs under the heading “Underwriting–Stabilization, Short Positions, and Penalty Bids” and the information under the heading “Underwriting–Electronic Offer, Sale, and Distribution of Shares” in each case contained in Preliminary Prospectus or the Prospectus (collectively, or to be filed as an exhibit to the “Underwriter Information”)Registration Statement which have not been described or filed as required.

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