Common use of Accurate Disclosure Clause in Contracts

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

Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at its effective time, 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. As of At the Applicable Time, none of neither (A) the General Pricing Disclosure Package, Package nor (B) any individual Issuer Limited Use Free Writing Prospectus and (C) individual Written Testing-the-Waters CommunicationProspectus, when considered together with the General Pricing Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper)thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such incorporated documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Rule 462(b) Registration Statement, the Pricing Disclosure Package or the Prospectus, as the case may be, did not, does not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement (or any amendment thereto), thereto or the General Pricing Disclosure Package or the Prospectus (or any amendment or supplement thereto) thereto made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in (i) the third sentence under “Commissions and Discounts,” (ii) the first sentence appearing in under “Stabilization,” (iii) the fourth paragraph first sentence under “Passive Market Making,” each under the caption heading “Underwriting,” and the information contained in the fourteenthRegistration Statement, fifteenth and seventeenth paragraphs under any Rule 462(b) Registration Statement, the caption “Underwriting” in each case preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at the time of its effectiveness, at any deemed effective time, date with respect to the Underwriters and the Securities pursuant to Rule 430B(f)(2) 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. As of At the Applicable Time, none of neither (A) the General Disclosure Package, Package nor (B) any individual Issuer Limited Use Free Writing Prospectus and (C) individual Written Testing-the-Waters CommunicationProspectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), ) 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package Package, any individual Issuer Limited Use Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through any of the Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the first sentence appearing in the third and fourth paragraph under the caption “Underwriting” and the information contained in the fourteenth, fifteenth and seventeenth paragraphs under the caption heading “UnderwritingUnderwriting (Conflicts of Interest)” in each case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any post-effective amendment thereto, at its effective timethe respective time it became effective, at the Closing each Applicable Time or and at any Date of Deliveryeach Delivery 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. As of the At each Applicable TimeTime and at each Delivery Date, none of neither (A) the General Disclosure Package, Package or (B) any individual Issuer Limited Limited-Use Free Writing Prospectus and (C) individual Written Testing-the-Waters CommunicationProspectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing each Applicable Time or and at any Date of Deliveryeach Delivery Date, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the Prospectus and the General Disclosure Package and the ProspectusPackage, at the time the Registration Statement became effective or when such documents incorporated by reference they were filed with the Commission, as conformed in all material respects to the case may berequirements of the 1934 Act and the 1934 Act Regulations, when read together with and none of such documents contained any untrue statement of a material fact or omitted to state a material fact necessary to make the other information statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Registration Statement, the Prospectus or the General Disclosure Package or Package, when such documents are filed with the ProspectusCommission, as will conform in all material respects to the case may be, did not requirements of the 1934 Act and the 1934 Act Regulations and will not include an contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading. The Company filed the Registration Statement with the Commission before using any free writing prospectus and each free writing prospectus was preceded or accompanied by the Prospectus satisfying the requirements of Section 10 under the 1933 Act. The representations and warranties in this subsection Section 2(b) shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information Agent Information (as defined in the first sentence appearing in the fourth paragraph under the caption “Underwriting” and the information contained in the fourteenth, fifteenth and seventeenth paragraphs under the caption “Underwriting” in each case contained in the Prospectus (collectively, the “Underwriter Information”Section 9(a) below).

Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at its effective time, 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. As of At the Applicable Time, none of neither (A) the General Pricing Disclosure Package, Package nor (B) any individual Issuer Limited Use Free Writing Prospectus and (C) individual Written Testing-the-Waters CommunicationProspectus, when considered together with the General Pricing Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper)thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such incorporated documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Rule 462(b) Registration Statement, the Pricing Disclosure Package or the Prospectus, as the case may be, did not, does not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement (or any amendment thereto), thereto or the General Pricing Disclosure Package or the Prospectus (or any amendment or supplement thereto) thereto made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information concession and reallowance figures appearing in the Prospectus under the heading “Underwriting—Commissions and Discounts,” the first sentence appearing in the fourth paragraph under the caption heading “Underwriting—Stabilization” and the information first sentence under the heading “Underwriting—Passive Market Making” in each case, contained in the fourteenthRegistration Statement, fifteenth and seventeenth paragraphs under any Rule 462(b) Registration Statement, the caption “Underwriting” in each case preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time, 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. As of the Applicable Time, none of (A) the General Disclosure Package, (B) any individual Issuer Limited Use Free Writing Prospectus and (C) individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the first sentence appearing in the fourth paragraph under the caption “Underwriting” and the information contained in the fourteenththirteenth, fifteenth fourteenth and seventeenth sixteenth paragraphs under the caption “Underwriting” in each case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement Statement, the Rule 462(b) Registration Statement, if any, nor any post-effective amendment thereto, at its effective time, 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. As of At the Applicable Time, none of neither (A) the General Pricing Disclosure Package, Package nor (B) any individual Issuer Limited Use Free Writing Prospectus and (C) individual Written Testing-the-Waters CommunicationProspectus, when considered together with the General Pricing Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper)thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), or at the 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. The There are no statutes, regulations, documents incorporated or deemed contracts of a character required to be incorporated by reference described in the Registration Statement, the General Rule 462(b) Registration Statement, if any, the Pricing Disclosure Package and the Prospectus, at the time or to be filed as an exhibit to the Registration Statement became effective or when such documents incorporated by reference were the Rule 462(b) Registration Statement, if any, which are not described or filed with as required. There are no business relationships or related person transactions involving the CommissionCompany, any Subsidiary (as the case may be, when read together with the defined below) or any other information person required to be described in the Registration Statement, the General Rule 462(b) Registration Statement, if any, the Pricing Disclosure Package or and the Prospectus, Prospectus that have not been described as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleadingrequired. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement (or any amendment thereto), thereto or the General Pricing Disclosure Package or the Prospectus (or any amendment or supplement thereto) thereto made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the first sentence appearing in the fourth paragraph [●], each under the caption heading “Underwriting,” and the information in each case, contained in the fourteenthRegistration Statement, fifteenth and seventeenth paragraphs under any Rule 462(b) Registration Statement, the caption “Underwriting” in each case preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time, at the Closing each Company Periodic Report Date, at each Applicable Time or and at any Date of Deliveryeach Settlement Date, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Applicable Time, none of (A) the General Disclosure Package, Package and (B) any individual Issuer Limited Use Free Writing Prospectus and (C) individual Written Testing-the-Waters CommunicationProspectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing each Company Periodic Report Date, at each Applicable Time or and at any Date of Deliveryeach Settlement Date, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives Agent expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the first sentence appearing in the fourth paragraph under the caption “Underwriting” and the information contained in the fourteenth, fifteenth and seventeenth paragraphs under the caption “Underwriting” in each case contained in the Prospectus (collectively, the “Underwriter Information”).

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

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

Accurate Disclosure. Neither the Registration Statement nor any post-effective amendment thereto, at its effective timethe respective times it became effective, at the Closing each Applicable Time or at any Date of Deliveryeach Delivery 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. As of the At each Applicable TimeTime and at any Delivery Date, none of neither (A) the General Disclosure Package, Package nor (B) any individual Issuer Limited Limited-Use Free Writing Prospectus and (C) individual Written Testing-the-Waters CommunicationProspectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing any Applicable Time or at any Date of DeliveryDelivery Date, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated by reference in the Registration Statement, the Prospectus and the General Disclosure Package, when they were filed with the Commission conformed in all material respects to the requirements of the 1934 Act, and none of such documents contained any untrue statement of a material fact or deemed omitted to be state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Registration Statement, the Prospectus or the General Disclosure Package and the ProspectusPackage, at the time the Registration Statement became effective or when such documents incorporated by reference were are filed with the Commission, as will conform in all material respects to the case may be, when read together with requirements of the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not 1934 Act and will not include an contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading. The Company filed the Registration Statement with the Commission before using any free writing prospectus and each free writing prospectus was preceded or accompanied by the Prospectus satisfying the requirements of Section 10 under the 1933 Act. The representations and warranties in this subsection Section 2(b) shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information Agent Information (as defined in the first sentence appearing in the fourth paragraph under the caption “Underwriting” and the information contained in the fourteenth, fifteenth and seventeenth paragraphs under the caption “Underwriting” in each case contained in the Prospectus (collectively, the “Underwriter Information”Section 9(a) below).

Accurate Disclosure. Neither the (i) The Registration Statement nor any amendment thereto, at its effective time, 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. As of the Applicable Time, none of (A) the General Disclosure Package, (B) any individual Issuer Limited Use Free Writing Prospectus and (C) individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue dateStatement, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the 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 beeffectiveness, did not and contain and, as amended or supplemented, if applicable, when such amendment or supplement became effective, did not contain, as of the date any such amendment or supplement became effective, and, as amended or supplemented, if applicable, will not include an contain, any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) the Registration Statement and the Prospectus comply and, as amended or supplemented, if applicable, when such amendment or supplement became effective, complied and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (iii) the Time of Sale Prospectus (including any prospectus wrapper) does not, and at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers, at the Closing Date (as defined in Section 5) and at any Option Closing Date (as defined in Section 5), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iv) each road show, if any, when considered together with the Time of Sale Prospectus, does not contain and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (v) as of its date, as of the date hereof, as of the Closing Date and as of any Option Closing Date, the Prospectus (including any Prospectus wrapper) does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection Section 1(b) shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package Time of Sale 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 Representatives expressly for use therein. For purposes of this Agreement, the Underwriters severally confirm and the Company acknowledges and agrees that the only information so furnished shall be the information in the first sentence appearing in the fourth paragraph and seventh paragraphs under the caption heading “Underwriting” and the information contained in the fourteenth, fifteenth and seventeenth paragraphs under the caption headings “Underwriting—Discretionary Sales,” “Underwriting—Selling Restrictions” (except for that portion of the first paragraph thereof referring to the Company) and “Underwriting—Price Stabilization, Short Positions and Penalty Bids,” in each case contained case, included in the most recent Preliminary Prospectus and Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any post-effective amendment thereto, at its effective timethe time it became effective, at the date hereof, 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. As of At the Applicable Time, none the Closing Time and each Date of Delivery, if any, neither (A) the General Disclosure Package, Package nor (B) any individual Issuer Limited Use Free Writing Prospectus and (C) individual Written Testing-the-Waters CommunicationProspectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this subsection Section 1(a)(ii) shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), ) 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 Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the first sentence appearing in the fourth paragraph under the caption heading “Underwriting—Commissions and Discounts,” the information in the second and third paragraphs under the heading “Underwriting—Price Stabilization, Short Positions and Penalty Bids,” the information under the heading “Underwriting—Electronic Distribution” and the information contained in the fourteenth, fifteenth and seventeenth paragraphs fifth paragraph under the caption “Underwriting—Other Relationships,” 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, any Rule 462(b) Registration Statement nor any amendment thereto, at its effective timethe times 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 to make the statements therein not misleading. As of the Applicable Time, none of neither (A) the General Disclosure Package, Package nor (B) any individual Issuer Limited Use Free Writing Prospectus and (C) individual Written Testing-the-Waters CommunicationProspectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), 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 Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the first paragraph under the heading “Underwriting—Commissions and Discounts” and the information in the second and third paragraphs and in the last sentence appearing in of the fourth paragraph under the caption heading “Underwriting—Price Stabilization, Short Positions and Penalty Bids” and the information contained in the fourteenth, fifteenth and seventeenth paragraphs under the caption “Underwriting” 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 amendment thereto, at its effective timethe times 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 to make the statements therein not misleading. As of the Applicable Time, none of neither (A) the General Disclosure Package, Package nor (B) any individual Issuer Limited Use Free Writing Prospectus and (C) individual Written Testing-the-Waters CommunicationProspectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), 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 Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the first paragraph under the heading “Underwriting (Conflicts of Interest)—Commissions and Discounts” and the information in the second and third paragraphs and in the last sentence appearing in of the fourth paragraph under the caption heading “UnderwritingUnderwriting (Conflicts of Interest)—Price Stabilization, Short Positions and Penalty Bids” and the information contained in the fourteenth, fifteenth and seventeenth paragraphs under the caption “Underwriting” in each case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement Statement, the Rule 462(b) Registration Statement, if any, the notification on Form N-8A nor any amendment thereto, at its effective time, 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. As of the Applicable Time, none of neither (A) the General Disclosure Package, Statutory Prospectus nor (B) any individual Issuer Limited Use Free Writing Prospectus and (C) individual Written Testing-the-Waters CommunicationRule 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”), included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper)thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package 462(b) Registration Statement (or any amendment thereto), if any, 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 Representatives Xxxxxxx Xxxxx expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the first sentence appearing in the fourth paragraph under the caption heading “Underwriting–Commissions and Discounts” and the information contained in the fourteenthsecond, fifteenth third and seventeenth fourth paragraphs under the caption heading “Underwriting–Price Stabilization, Short Positions and Penalty Bids” in each case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time, on the date hereof, 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. As of the Applicable Time, none of neither (A) the General Disclosure Package, Package nor (B) any individual Issuer Limited Use Free Writing Prospectus Prospectus, and (C) and individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this subsection shall not apply to (i) the Statement of Eligibility (Form T-1) of the Trustee under the 1939 Act or (ii) statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto, including any prospectus wrapper) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in following: the first sentence appearing in the fourth paragraph statements concerning stabilizing transactions and syndicate covering transactions under the caption “Underwriting—Price Stabilization and Short Positions” and the information contained in the fourteenth, fifteenth and seventeenth paragraphs statements under the caption “Electronic Prospectus” (beginning “A prospectus in electronic format…”) of the “Underwriting” in each case contained in section of the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time, on the date hereof, 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. As of the Applicable Time, none neither of (A) the General Disclosure Package, Package nor (B) any individual Issuer Limited Use Free Writing Prospectus and (C) individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto, including any prospectus wrapper) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in following: the first sentence appearing in sixth paragraph (beginning “The representatives have advised us…”), the fourth paragraph statements concerning stabilizing transactions and syndicate covering transactions under the caption “Underwriting—Price Stabilization, Short Positions and Penalty Bids” and the information contained in the fourteenth, fifteenth and seventeenth paragraphs sentence under the caption “Electronic Distribution” (beginning “In connection with the offering…”) of the “Underwriting” in each case contained in section of the Prospectus (collectively, the “Underwriter Information”).

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

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

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

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at the time of its effective timeeffectiveness, 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. As of At the Applicable Time, none at the Closing Time and at each Date of Delivery, if any, neither (A) the General Disclosure Package, Package nor (B) any individual Issuer Limited Use Free Writing Prospectus and (C) individual Written Testing-the-Waters CommunicationProspectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the 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, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the General Disclosure Package and the Prospectus, 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 Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the first sentence appearing in the fourth paragraph under the caption heading “Underwriting—Commissions and Discounts,” the information in the second and third paragraphs under the heading “Underwriting—Price Stabilization, Short Positions” and the information contained under the heading “Underwriting—Electronic Distribution” in the fourteenthRegistration Statement, fifteenth the General Disclosure Package and seventeenth paragraphs under the caption “Underwriting” in each case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time, 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. As of the Applicable Time, none at the Closing Time and at each Date of Delivery, neither (A) the General Disclosure Package, Package nor (B) any individual Issuer Limited Use Free Writing Prospectus and (C) individual Written Testing-the-Waters CommunicationProspectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the 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. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this subsection Section 1(a)(ii) shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the first sentence appearing in the fourth paragraph under the caption heading “Underwriting—Commissions and Discounts,” the information in the second, third and fourth paragraphs under the heading “Underwriting—Price Stabilization, Short Positions and Penalty Bids” in the Prospectus and the information contained in the fourteenth, fifteenth and seventeenth paragraphs under the caption 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, at its effective timethe time it became effective, 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. As of At the Applicable Time, none the Closing Time and each Date of Delivery, if any, neither (A) the General Disclosure Package, Package nor (B) any individual Issuer Limited Use Free Writing Prospectus and (C) individual Written Testing-the-Waters CommunicationProspectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this subsection Section 1(a)(ii) shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), ) 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 Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the first sentence appearing in the fourth paragraph under the caption heading “Underwriting—Commissions and Discounts,” the information in the second and third paragraphs under the heading “Underwriting—Price Stabilization, Short Positions and Penalty Bids,” the information under the heading “Underwriting—Electronic Distribution” and the information contained in the fourteenth, fifteenth and seventeenth paragraphs fifth paragraph under the caption “Underwriting—Other Relationships,” 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 nor any amendment thereto, at its effective time, 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. As of the Applicable Time, none of (A) the General Disclosure Package, (B) any individual Issuer Limited Use Free Writing Prospectus and Prospectus, when considered together with the General Disclosure Package, nor (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), ) 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto, including any prospectus wrapper) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the first sentence appearing in of the fourth fifth paragraph under the caption “Underwriting” and the information contained in second sentence of the fourteenth, fifteenth and seventeenth paragraphs eleventh paragraph under the caption “Underwriting” in each case contained in the Prospectus (collectively, the “Underwriter Information”).

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

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at the time of its effective timeeffectiveness, 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. As of At the Applicable Time, none at the Closing Time and at any Date of Delivery, neither (A) the General Disclosure Package, Package nor (B) any individual Issuer Limited Use Free Writing Prospectus and (C) individual Written Testing-the-Waters CommunicationProspectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the 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, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of the General Disclosure Package and the Prospectus, in the light of the circumstances under which they were made), not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the first sentence appearing in of the fourth first paragraph under the caption heading “Underwriting—Commissions and Discounts” and the information contained in the fourteenthfifth, fifteenth sixth and seventeenth paragraphs seventh sentences in the first paragraph under the caption heading “Underwriting—Price Stabilization, Short Positions” in each case contained in the Prospectus (collectively, the “Underwriter Information”).

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

Accurate Disclosure. Neither the Registration Statement Statement, any Rule 462(b) Registration Statement, nor any post-effective amendment thereto, at its effective time, time or 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. As of At the Applicable Time, none of neither (A) the General Pricing Disclosure Package, Package nor (B) any individual Issuer Limited Use Free Writing Prospectus and (C) individual Written Testing-the-Waters CommunicationProspectus, when considered together with the General Pricing Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper)thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), date or 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 There are no statutes, regulations, documents incorporated or deemed contracts of a character required to be incorporated by reference described in the Registration Statement, any Rule 462(b) Registration Statement, the General Pricing Disclosure Package and the Prospectus, at the time or to be filed as an exhibit to the Registration Statement became effective or when such documents incorporated by reference were any Rule 462(b) Registration Statement, which are not described or filed with as required. There are no business relationships or related person transactions involving the Commission, Company or any Subsidiary (as the case may be, when read together with the defined herein) or any other information person required to be described in the Registration Statement, Rule 462(b) Registration Statement, the General Pricing Disclosure Package or and the Prospectus, Prospectus that have not been described as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleadingrequired. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement (or any amendment thereto), thereto or the General Pricing Disclosure Package or the Prospectus (or any amendment or supplement thereto) thereto made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in (i) the list of Underwriters and their respective allocation of the Shares under the heading “Underwriting,” (ii) the second and third sentences of the first paragraph under the heading “Underwriting—Underwriting Discounts,” and (iii) the first, second, third and fourth paragraphs and the first sentence appearing in of the fourth fifth paragraph under the caption heading “Underwriting—Price Stabilization, Short Positions, and Penalty Bids,” and the information contained in the fourteenthRegistration Statement, fifteenth and seventeenth paragraphs under any Rule 462(b) Registration Statement, the caption “Underwriting” in each case preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any Rule 462(b) Registration Statement, at the Closing Date, nor any post-effective amendment thereto, at its effective time, 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. As of At the Applicable Time, none of neither (A) the General Pricing Disclosure Package, Package nor (B) any individual Issuer Limited Use Free Writing Prospectus and (C) individual Written Testing-the-Waters CommunicationProspectus, when considered together with the General Pricing Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper)thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), date or 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 There are no statutes, regulations, documents incorporated or deemed contracts of a character required to be incorporated by reference described in the Registration Statement, any Rule 462(b) Registration Statement, the General Pricing Disclosure Package and the Prospectus, at the time or to be filed as an exhibit to the Registration Statement became effective or when such documents incorporated by reference were any Rule 462(b) Registration Statement, which are not described or filed with as required. There are no business relationships or related person transactions involving the Commission, Company or any Subsidiary (as the case may be, when read together with the defined herein) or any other information person required to be described in the Registration Statement, any Rule 462(b) Registration Statement, the General Pricing Disclosure Package or and the Prospectus, Prospectus that have not been described as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleadingrequired. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement (or any amendment thereto), thereto or the General Pricing Disclosure Package or the Prospectus (or any amendment or supplement thereto) thereto made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives Underwriters expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in (i) the last paragraph on the cover page concerning the delivery date of the Shares, (ii) the list of Underwriters and their respective allocation of the Shares under the heading “Underwriting,” (iii) the second and third sentences of the first paragraph] under the heading “Underwriting—Underwriting Discounts,” and (iv) the first, second, third and fourth paragraphs and the first sentence appearing in of the fourth fifth paragraph under the caption heading “Underwriting—Stabilization,” and the information contained in the fourteenthRegistration Statement, fifteenth and seventeenth paragraphs under any Rule 462(b) Registration Statement, the caption “Underwriting” in each case preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement Statements nor any post-effective amendment thereto, at its effective timethe respective times they became effective, at the date hereof, 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. As of At the Applicable Time, none the Closing Time and each Date of (A) Delivery, if any, neither the General Disclosure Package, (B) Package nor any individual Issuer Limited Use Free Writing Prospectus and (C) individual Written Testing-the-Waters CommunicationProspectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of 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 documents incorporated or deemed to be incorporated by reference in the each Registration Statement, the General Disclosure Package and the Prospectus, at the time the such 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 such Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement Statements (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (A) the information in the first sentence appearing in the fourth paragraph under the caption heading “UnderwritingUnderwriting (Conflicts of Interest)—Commissions and Discounts,” the information in the second and third paragraphs under the heading “Underwriting (Conflicts of Interest)—Price Stabilization, Short Positions” and the information contained in the fourteenth, fifteenth and seventeenth paragraphs under the caption heading “UnderwritingUnderwriting (Conflicts of Interest)—Electronic Distribution” in each case contained in the Prospectus (collectively, the “Underwriter Information”) and (B) the Selling Shareholder Information (as defined below).

Accurate Disclosure. Neither None of the Registration Statement, the Rule 462(b) Registration Statement nor or any post-effective amendment thereto, at its the respective times the Registration Statement, any Rule 462(b) Registration Statement and any post-effective timeamendments 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. As of the Applicable Time, none of (A) the General Disclosure Package, (B) any individual Issuer Limited Use Free Writing Prospectus and (C) individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the 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. The documents incorporated or deemed to be incorporated by reference in As of the Registration StatementApplicable Time, neither (A) the General Disclosure Package and the nor (B) any individual Issuer Limited Use Free Writing 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 considered together with the other information in the Registration Statement, the General Disclosure Package or the ProspectusPackage, as the case may be, did not and will not include an included any untrue statement of a material fact or omit omitted to state a any material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), 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 Representatives Xxxxxxx Xxxxx expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the first sentence appearing in the fourth paragraph under the caption heading “Underwriting—Commissions and Discounts,” the information in the second, third and fourth paragraphs under the heading “Underwriting—Price Stabilization, Short Positions and Penalty Bids” in the Prospectus and the information contained in the fourteenth, fifteenth and seventeenth paragraphs under the caption 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 amendment thereto, at its effective time, 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. As of the Applicable Time, none of (A) the General Disclosure Package, (B) any individual Issuer Limited Use Free Writing Prospectus and Prospectus, when considered together with the General Disclosure Package, nor (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), 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 documents No document 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 document incorporated by reference were was or will be 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 Prospectus contained or will not include contain an untrue statement of a material fact or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto, including any prospectus wrapper) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the first sentence appearing in the fourth paragraph under the caption “Underwriting—Discounts and Commissions,” and the information contained in the fourteenthsecond, fifteenth third and seventeenth sixth paragraphs under the caption “Underwriting—Price Stabilization, Short Positions and Penalty Bids,” and in the sentence under the caption “Underwriting—Electronic Distribution,” in each case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any post-effective amendment thereto, at its effective time, time or at the Closing Time Date or at 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. As of At the Applicable Time, none of neither (A) the General Pricing Disclosure Package, Package nor (B) any individual Issuer Limited Use Free Writing Prospectus and (C) individual Written Testing-the-Waters CommunicationProspectus, when considered together with the General Pricing Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper)thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), date or at the Closing Time Date or at any Date of DeliveryOption Closing Date, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The There are no statutes, regulations, documents incorporated or deemed contracts of a character required to be incorporated by reference described in the Registration Statement, the General Pricing Disclosure Package and the Prospectus, at the time or to be filed as an exhibit to the Registration Statement became effective Statement, which are not described or when such documents incorporated by reference were filed with as required. There are no business relationships or related person transactions involving the Commission, Company or any Subsidiary (as the case may be, when read together with the defined herein) or any other information person required to be described in the Registration Statement, the General Pricing Disclosure Package or and the Prospectus, Prospectus that have not been described as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleadingrequired. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), thereto or the General Pricing Disclosure Package or the Prospectus (or any amendment or supplement thereto) thereto made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be [(i) the information in list of Underwriters and their respective allocation of Shares under the heading “Underwriters”; (ii) the [second, third and] fifth sentence of the first paragraph under the heading “Underwriting Discount”; (iii) the first, second, third and fourth paragraphs and the first sentence appearing in of the fourth fifth paragraph under the caption heading “Underwriting—Price Stabilization, Short Positions, and Penalty Bids”; and (iv) the first sentence under the heading “Underwriting—Passive Market Making,” and each under the information heading “Underwriting,”] in each case, contained in the fourteenthRegistration Statement, fifteenth and seventeenth paragraphs under the caption “Underwriting” in each case preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement Statement, the Rule 462(b) Registration Statement, if any, the Notification nor any amendment thereto, at its effective time, 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. As of the Applicable Time, none of neither (A) the General Disclosure Package, Package nor (B) any individual Issuer Limited Use Free Writing Prospectus and (C) individual Written Testing-the-Waters CommunicationProspectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper)thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package 462(b) Registration Statement (or any amendment thereto) or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company Fund by any Underwriter through the Representatives BofA Securities expressly for use therein. For purposes of this Agreement, the only information so furnished shall be [the information in the first sentence appearing in the fourth paragraph under the caption heading “Underwriting–Commissions and Discounts,” the information in the second, third and fourth paragraphs under the heading “Underwriting–Price Stabilization, Short Positions and Penalty Bids” and the information contained in the fourteenth, fifteenth and seventeenth paragraphs under the caption 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 amendment thereto, at its effective time, and at the Closing Time or at any Date of Deliverythe Additional Closing Time, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Applicable Time, none of the Closing Time or the Additional Closing Time, neither (A) the General Disclosure Package, Package nor (B) any individual Issuer Limited Use Free Writing Prospectus and (C) individual Written Testing-the-Waters CommunicationProspectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), ) or at the Closing Time or at any Date of Deliverythe Additional Closing Time, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this subsection 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 in writing by any Underwriter through the Representatives expressly for use therein. For purposes of this Agreement, it being understood and agreed upon that the only such information so furnished shall be by any Underwriter consists of the following information in the first sentence Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the fourth third paragraph under the caption “Underwriting,” the information regarding electronic offers, sales and distributions of Shares in the seventh paragraph under the caption “Underwriting,” and the information regarding stabilization activities by the Underwriters contained in the fourteenth, fifteenth twelfth and seventeenth thirteenth paragraphs under the caption “Underwriting” in each case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time, 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. As of the Applicable Time, none of (A) the General Disclosure Package, Package and (B) any individual Issuer Limited Use Free Writing Prospectus and (C) individual Written Testing-the-Waters CommunicationProspectus, when considered together with the General Disclosure Package, Package included, includes or will include an untrue statement of a material fact or omitted, omits 763344-4-33-v0.24 - 3 - 80-40671377 or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) 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 Representatives Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in statements relating to the first sentence appearing in the fourth paragraph concession under the caption “heading "Underwriting” —Discounts and the information contained in the fourteenth, fifteenth Commissions" and seventeenth paragraphs under the caption “heading "Underwriting” —Price Stabilization," in each case contained in the Prospectus (collectively, the “"Underwriter Information”").

Accurate Disclosure. Neither the Registration Statement, the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at its effective time, 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. As of At the Applicable Time, none of neither (A) the General Pricing Disclosure Package, Package nor (B) any individual Issuer Limited Use Free Writing Prospectus and (C) individual Written Testing-the-Waters CommunicationProspectus, when considered together with the General Pricing Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper)thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such incorporated documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Rule 462(b) Registration Statement, the Pricing Disclosure Package or the Prospectus, as the case may be, did not, does not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement (or any amendment thereto), thereto or the General Pricing Disclosure Package or the Prospectus (or any amendment or supplement thereto) thereto made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information concession and reallowance figures appearing in the Prospectus under the heading “Underwriting ⸺ Commissions and Discounts,” the first sentence appearing in the fourth paragraph under the caption heading “UnderwritingUnderwriting ⸺ Stabilization” and the information first sentence under the heading “Underwriting ⸺ Passive Market Making” in each case, contained in the fourteenthRegistration Statement, fifteenth and seventeenth paragraphs under any Rule 462(b) Registration Statement, the caption “Underwriting” in each case preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement Statement, the Rule 462(b) Registration Statement, if any, nor any post-effective amendment thereto, at its effective time, or 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. As of At the Applicable Time, none of neither (A) the General Pricing Disclosure Package, Package nor (B) any individual Issuer Limited Use Free Writing Prospectus and (C) individual Written Testing-the-Waters CommunicationProspectus, when considered together with the General Pricing Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper)thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), date or 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. The There are no statutes, regulations, documents incorporated or deemed contracts of a character required to be incorporated by reference described in the Registration Statement, the General Rule 462(b) Registration Statement, if any, the Pricing Disclosure Package and the Prospectus, at the time or to be filed as an exhibit to the Registration Statement became effective or when such documents incorporated by reference were the Rule 462(b) Registration Statement, if any, which are not described or filed with as required. There are no business relationships or related person transactions involving the Commission, Company or any Subsidiary (as the case may be, when read together with the defined herein) or any other information person required to be described in the Registration Statement, the General Rule 462(b) Registration Statement, if any, the Pricing Disclosure Package or and the Prospectus, Prospectus that have not been described as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleadingrequired. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement (or any amendment thereto), thereto or the General Pricing Disclosure Package or the Prospectus (or any amendment or supplement thereto) thereto made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be list of Underwriters and their respective allocation of shares, second, third, fifth and sixth sentence of the first paragraph under the heading “Underwriting Discount,” the information in under the heading “Price Stabilization, Short Positions, and Penalty Bids,” and the first sentence appearing in the fourth paragraph under the caption heading “Passive Market Making,” each under the heading “Underwriting,” and the information in each case, contained in the fourteenthRegistration Statement, fifteenth and seventeenth paragraphs under any Rule 462(b) Registration Statement, the caption “Underwriting” in each case preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement, any Rule 462(b) Registration Statement nor any amendment thereto, at its effective timethe times 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 to make the statements therein not misleading. As of the Applicable Time, none of neither (A) the General Disclosure Package, Package nor (B) any individual Issuer Limited Use Free Writing Prospectus Prospectus, when considered together with the General Disclosure Package, and (C) and any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), 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 Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the first sentence appearing in the fourth paragraph under the caption heading “Underwriting—Commissions and Discounts” and the information contained in the fourteenth, fifteenth second paragraph and seventeenth paragraphs in the last sentence of the third paragraph under the caption heading “Underwriting—Price Stabilization, Short Positions” in each case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any post-effective amendment thereto, at its effective timethe time it became effective, at the date hereof, 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. As of At the Applicable Time, none of neither (A) the General Disclosure Package, Package nor (B) any individual Issuer Limited Use Free Writing Prospectus and (C) individual Written Testing-the-Waters CommunicationProspectus, when considered together with the General Disclosure Package, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated or deemed to be incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this subsection Section 1(a)(ii) shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), ) 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 Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the first sentence appearing in the fourth paragraph under the caption heading “Underwriting—Commissions and Discounts,” the information in the second paragraph under the heading “Underwriting—Price Stabilization and Short Positions” and the information contained in the fourteenth, fifteenth and seventeenth paragraphs under the caption heading “Underwriting” —Electronic Distribution”, in each case contained in the Registration Statement, the General Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).

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

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

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time, time or at the Closing Time Date or at any Date of Deliverythe Additional Closing Date, as the case may be, contained, contains or will contain an any untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Applicable Time, none of (A) the General Disclosure Package, Package or (B) any individual Issuer Limited Use Free Writing Prospectus and (C) individual Written Testing-the-Waters CommunicationProspectus, when considered together with the General Disclosure Package, included, includes or will include an any untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither any preliminary prospectus, as of its issue date or at the Prospectus time of its filing with the Commission, nor the Prospectus, nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), ) or at the Closing Time Date or at any Date of Deliverythe Additional Closing Date, as the case may be, included, includes or will include an any untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package Package, any preliminary prospectus 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 Package, any preliminary prospectus or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto, including any prospectus wrapper) made in reliance upon and in conformity with written information furnished to the Company by any the Underwriter through the Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the first sentence appearing in the fourth paragraph under the caption heading “UnderwritingPassive market making” and the information contained in the fourteenth, fifteenth and seventeenth paragraphs under the caption “Underwriting” in each case contained in the Prospectus under the heading “Underwriting” (collectively, the “Underwriter Information”).

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

Accurate Disclosure. Neither the Registration Statement Statement, any Rule 462(b) Registration Statement, nor any post-effective amendment thereto, at its effective time, time or 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. As of At the Applicable Time, none of neither (A) the General Pricing Disclosure Package, Package nor (B) any individual Issuer Limited Use Free Writing Prospectus and (C) individual Written Testing-the-Waters CommunicationProspectus, when considered together with the General Pricing Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper)thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), date or 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 There are no statutes, regulations, documents incorporated or deemed contracts of a character required to be incorporated by reference described in the Registration Statement, any Rule 462(b) Registration Statement, the General Pricing Disclosure Package and the Prospectus, at the time or to be filed as an exhibit to the Registration Statement became effective or when such documents incorporated by reference were any Rule 462(b) Registration Statement, which are not described or filed with as required. There are no business relationships or related person transactions involving the Commission, Company or any Subsidiary (as the case may be, when read together with the defined herein) or any other information person required to be described in the Registration Statement, any Rule 462(b) Registration Statement, the General Pricing Disclosure Package or and the Prospectus, Prospectus that have not been described as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleadingrequired. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement (or any amendment thereto), thereto or the General Pricing Disclosure Package or the Prospectus (or any amendment or supplement thereto) thereto made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in (i) the list of Underwriters and their respective allocation of the Shares under the heading “Underwriting,” (ii) the first sentence appearing in and second sentences of the fourth first paragraph under the caption heading “Underwriting—Commissions and Expenses,” and (iii) the information first paragraph, the four bulleted items and the first and second sentence of the second paragraph under the heading “Underwriting—Stabilization,” contained in the fourteenthRegistration Statement, fifteenth and seventeenth paragraphs under any Rule 462(b) Registration Statement, the caption “Underwriting” in each case preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time, at the Closing Time time or at any Date of DeliverySettlement Date, contained, contains or will contain an any 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. As of the At each Applicable Time, none of neither (A) the General Disclosure Package, Package nor (B) any individual Issuer Limited Use Free Writing Prospectus and (C) individual Written Testing-the-Waters CommunicationProspectus, when considered together with the General Disclosure Package, included, includes or will include an any untrue statement of a material fact or omitted, omits or will omit to state a any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding anything to the contrary in this Section, the Partnership Parties make no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to the Agent furnished to the Partnership Parties in writing by the Agent, expressly for use in the Registration Statement, the preliminary prospectus and the Prospectus and any amendment or supplement thereto. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time ) or at any Date of DeliverySettlement Date, included, includes or will include an any untrue statement of a material fact or omitted, omits or will omit to state a any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were or hereafter are filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, do not and will not include an any untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the first sentence appearing in the fourth paragraph under the caption “Underwriting” and the information contained in the fourteenth, fifteenth and seventeenth paragraphs under the caption “Underwriting” in each case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. At the Applicable Time and as of the Closing Date or the Option Closing Date, neither (i) the General Disclosure Package, nor (ii) any individual Limited Use Free Writing Prospectus, nor (iii) the bona fide electronic roadshow (as defined in Rule 433(h)(5) of the 1933 Act Regulations), when considered together with the General Disclosure Package, included an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Registration Statement nor any amendment thereto, in each case at its effective time, at the Closing Time or at any Date of Delivery, time contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As Neither the Prospectus nor any amendment or supplement thereto, as of its issue date, at the Applicable Time, none time of (A) the General Disclosure Package, (B) any individual Issuer Limited Use Free Writing Prospectus and (C) individual Written Testing-the-Waters Communication, when considered together filing with the General Disclosure PackageCommission pursuant to Rule 424(b), at the Closing Date or at any Option Closing Date, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue dateEach Preliminary Prospectus, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the 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 bethereof, did not and will not include contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or Package, the Prospectus (or any amendment or supplement thereto), or the bona fide electronic roadshow (as defined in Rule 433(h)(5) of the 1933 Act Regulations) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives Underwriters expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the list of Underwriters and their respective underwriting allotments and information in the first sentence appearing in the fourth paragraph “Discounts, Commissions and Expenses,” “Price Stabilization, Short Positions and Penalty Bids,” “Other” and various “Notice” sections under the caption “Underwriting” and the information contained in the fourteenth, fifteenth and seventeenth paragraphs under the caption heading “Underwriting” in each case contained in the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) (collectively, the “Underwriter Information”)) as such statements relate to the Underwriters.

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, 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. As of 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 and Prospectus, when considered together with the General Disclosure Package or (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper)thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the first sentence appearing in the fourth paragraph under the caption heading “Underwriting–Commissions and Discounts,” the information in the second, third and fourth paragraphs under the heading “Underwriting–Price Stabilization, Short Positions and Penalty Bids” and the information contained in the fourteenth, fifteenth and seventeenth paragraphs under the caption heading “Underwriting–Electronic Distribution” in each case contained in the Prospectus (collectively, the “Underwriter Information”).

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

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

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto(i) Each document, at its effective timeif any, at the Closing Time filed, furnished, or at any Date of Deliverydelivered, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein filed, furnished, or necessary delivered, pursuant to make the statements therein not misleading. As of the Applicable Time, none of (A) Canadian Securities Laws and incorporated by reference in the General Disclosure Package, Canadian Prospectus complied or will comply when so filed in all material respects with Canadian Securities Laws and (B) any individual Issuer Limited Use Free Writing Prospectus the Exchange Act and (C) individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Prospectuses and the Disclosure Package complied or will comply when so filed in all material respects with the Exchange Act and the Prospectusapplicable rules and regulations of the Commission thereunder, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in (ii) each part of the Registration Statement, the General Disclosure Package or the Prospectus, as the case may bewhen such part became effective, did not contain, and each such part, as amended or supplemented, if applicable, will not include an contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (iii) the Registration Statement as of the date hereof does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (iv) the Registration Statement and the U.S. Prospectus comply, and as amended or supplemented, if applicable, and the applicable Permitted Free Writing Prospectus(es), if any, issued at or prior to such Time of Sale, taken together (collectively, and with respect to any Shares, together with the public offering price of such Shares, the “Disclosure Package”) and at each Time of Sale and Settlement Date, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (v) the Disclosure Package does not and at the time of each sale of the Shares in connection with the offering when the Prospectuses are not yet available to prospective purchasers and at any Time of Sale and Settlement Date, the Disclosure Package, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (vi) each broadly available road show, if any, when considered together with the Disclosure Package, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (vii) the U.S. Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. All statistical or market-related data included in the Registration Statement, the Prospectuses and the Disclosure Package comply, are based on or derived from sources that the Company believes to be reliable and accurate in all material respects, and the Company has obtained the written consent to the use of such data from such sources to the extent required. The Form F-X conforms with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus Prospectuses (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 Agent through the Representatives Authorized Company Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in names of the first sentence appearing in Agents set forth on the fourth paragraph under front and back covers and on the caption “Underwriting” and certificate of the information contained in the fourteenth, fifteenth and seventeenth paragraphs under the caption “Underwriting” in each case contained Agents in the Prospectus Supplements (collectively, the “Underwriter Agent Information”).

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

Accurate Disclosure. Neither the (i) The Registration Statement nor and any amendment thereto, at its effective time, time and at the Closing Time Time, did not contain and, as 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 omittedomit, omits as amended or supplemented, if applicable, and will not omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleadingmisleading and (ii) the Registration Statement complies and, as amended or supplemented, if applicable, will comply in all material respects with the 1933 Act and the 1933 Act Regulations. As of At the Applicable Time, none of neither (A) the General Disclosure Package, Package nor (B) any individual Issuer Limited Use Free Writing Prospectus and (C) individual Written Testing-the-Waters CommunicationProspectus, 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. At the time of the filing of the Final Term Sheet (as defined in Section 3(a) hereof), the General Disclosure Package, when considered together with the Final Term Sheet, will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), ) or at the Closing Time 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. Notwithstanding anything to the contrary in this Section, the Transaction Entities make no representation or warranty with respect to any statement contained in the Prospectus or any amendment or supplement thereto (including any prospectus wrapper) or any Issuer Free Writing Prospectus in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of the Underwriters for use in the Prospectus, any amendment or supplement thereto (including any prospectus wrapper) or any Issuer Free Writing Prospectus. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and Package, any preliminary prospectus or the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were at the time they were, or hereafter are, filed with the Commission, as complied, comply and will comply in all material respects with the case may berequirements of the 1934 Act and 1934 Act Regulations and, when read together with the other information in the Registration Statement, the General Disclosure Package or Package, any preliminary prospectus and the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, 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 Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the first sentence appearing in the fourth paragraph under the caption “Underwriting” and the information contained in the fourteenth, fifteenth and seventeenth paragraphs under the caption “Underwriting” in each case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any post-effective amendment thereto, at its effective timethe time it became effective, 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. As of At the Applicable Time, none the Closing Time and each Date of Delivery, if any, neither (A) the General Disclosure Package, Package nor (B) any individual Issuer Limited Use Free Writing Prospectus and (C) individual Written Testing-the-Waters CommunicationProspectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter the Underwriters through the Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the first sentence appearing in the fourth paragraph under the caption heading “Underwriting—Commissions and Discounts,” the information in the second paragraph under the heading “Underwriting—Price Stabilization, Short Positions and Penalty Bids,” the information under the heading “Underwriting—Electronic Distribution” and the information contained in the fourteenth, fifteenth and seventeenth paragraphs third paragraph under the caption “Underwriting—Other Relationships,” 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, the Rule 462(b) Registration Statement nor any post-effective amendment thereto, at its effective time, 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. As of At the Applicable Time, none of neither (A) the General Pricing Disclosure Package, Package nor (B) any individual Issuer Limited Use Free Writing Prospectus and (C) individual Written Testing-the-Waters CommunicationProspectus, when considered together with the General Pricing Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper)thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, at the time the Registration Statement or Rule 462(b) Registration Statement became effective or when such incorporated documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Rule 462(b) Registration Statement, the Pricing Disclosure Package or the Prospectus, as the case may be, did not, does not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement or Rule 462(b) Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Rule 462(b) Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement (or any amendment thereto), thereto or the General Pricing Disclosure Package or the Prospectus (or any amendment or supplement thereto) thereto made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in (i) the first sentence appearing in under “Commission and Expenses,” (ii) the fourth paragraph first sentence under “Stabilization,” (iii) the first sentence under “Passive Market Making,” each under the caption heading “Underwriting,” and the information contained in the fourteenthRegistration Statement, fifteenth and seventeenth paragraphs under any Rule 462(b) Registration Statement, the caption “Underwriting” in each case preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).

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

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

Accurate Disclosure. Neither the Registration Statement nor any post-effective amendment thereto, at its effective timethe time it became effective, at the date hereof, 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. As of At the Applicable Time, none the Closing Time and each Date of (A) Delivery, if any, neither the General Disclosure Package, (B) Package nor any individual Issuer Limited Use Free Writing Prospectus and (C) individual Written Testing-the-Waters CommunicationProspectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (A) the information in the first sentence appearing in the fourth paragraph under the caption heading “Underwriting–Commissions and Discounts,” the information in the second and third paragraphs under the heading “Underwriting–Price Stabilization, Short Positions” and the information contained in the fourteenth, fifteenth and seventeenth paragraphs under the caption heading “Underwriting–Electronic Distribution” in each case contained in the Prospectus (collectively, the “Underwriter Information”) and (B) the Selling Shareholders Information (as defined below).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, 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. As of At the Applicable TimeTime and any Date of Delivery, none of (A) the General Disclosure Package, Package and (B) any individual Issuer Limited Use Free Writing Prospectus and (C) individual Written Testing-the-Waters CommunicationProspectus, when considered together with the General Disclosure Package, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper)thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished by any Underwriter shall be the information in the first sentence appearing in the fourth paragraph under the caption “Underwriting” third, seventh, thirteenth, fourteenth and the information contained in the fourteenth, fifteenth and seventeenth paragraphs under the caption heading “Underwriting,” in each case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor the Rule 462(b) Registration Statement, at the Closing Date, nor any post-effective amendment thereto, at its effective time, 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. As of At the Applicable Time, none of neither (A) the General Pricing Disclosure Package, Package nor (B) any individual Issuer Limited Use Free Writing Prospectus and (C) individual Written Testing-the-Waters CommunicationProspectus, when considered together with the General Pricing Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper)thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), date or 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 There are no statutes, regulations, documents incorporated or deemed contracts of a character required to be incorporated by reference described in the Registration Statement, Rule 462(b) Registration Statement, the General Pricing Disclosure Package and the Prospectus, at the time or to be filed as an exhibit to the Registration Statement became effective or when such documents incorporated by reference were the Rule 462(b) Registration Statement, which are not described or filed with as required. There are no business relationships or related person transactions involving the Commission, Company or any Subsidiary (as the case may be, when read together with the defined herein) or any other information person required to be described in the Registration Statement, Rule 462(b) Registration Statement, the General Pricing Disclosure Package or and the Prospectus, Prospectus that have not been described as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleadingrequired. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement (or any amendment thereto), thereto or the General Pricing Disclosure Package or the Prospectus (or any amendment or supplement thereto) thereto made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives Underwriters expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in (i) the list of Underwriters and their respective allocation of the Shares under the heading “Underwriting,” (ii) the second and third sentences of the first paragraph under the heading “Underwriting—Underwriting Discounts,” and (iii) the first, second, third and fourth paragraphs and the first sentence appearing in of the fourth fifth paragraph under the caption heading “Underwriting—Price Stabilization, Short Positions, and Penalty Bids,” and the information contained in the fourteenthRegistration Statement, fifteenth and seventeenth paragraphs under any Rule 462(b) Registration Statement, the caption “Underwriting” in each case preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).

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

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time, on the date hereof, 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. As of At the Applicable TimeTime and any Date of Delivery, none of neither (A) the General Disclosure Package, Package nor (B) any individual Issuer Limited Use Free Writing Prospectus and (C) individual Written Testing-the-Waters CommunicationProspectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the 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, do not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the first sentence appearing in the fourth paragraph under the caption heading “Underwriting—Underwriting Discount,” the information in the second, third and fourth paragraphs under the heading “Underwriting—Price Stabilization, Short Positions and Penalty Bids” and the information contained in the fourteenth, fifteenth and seventeenth paragraphs under the caption 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, at its effective time, time or at the Closing Time Date or at 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. As of At the Applicable Time, none of neither (A) the General Pricing Disclosure Package, Package nor (B) any individual Issuer Limited Use Free Writing Prospectus and (C) individual Written Testing-the-Waters CommunicationProspectus, when considered together with the General Pricing Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper)thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), date or at the Closing Time Date or at any Date of DeliveryOption Closing Date, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The There are no statutes, regulations, documents incorporated or deemed contracts of a character required to be incorporated by reference described in the Registration Statement, the General Pricing Disclosure Package and the Prospectus, at the time or to be filed as an exhibit to the Registration Statement became effective Statement, which are not described or when such documents incorporated by reference were filed with as required. There are no business relationships or related person transactions involving the Commission, Company or any Subsidiary (as the case may be, when read together with the defined herein) or any other information person required to be described in the Registration Statement, the General Pricing Disclosure Package or and the Prospectus, Prospectus that have not been described as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleadingrequired. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), thereto or the General Pricing Disclosure Package or the Prospectus (or any amendment or supplement thereto) thereto made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (i) the information in list of Underwriters and their respective allocation of Shares under the heading “Underwriters”; (ii) the second, third and fifth sentence of the first paragraph under the heading “Underwriting Discount”; (iii) the first, second, third and fourth paragraphs and the first sentence appearing in of the fourth fifth paragraph under the caption heading “Underwriting—Price Stabilization, Short Positions, and Penalty Bids”; and (iv) the first sentence under the heading “Underwriting—Passive Market Making,” and each under the information heading “Underwriting,” in each case, contained in the fourteenthRegistration Statement, fifteenth and seventeenth paragraphs under the caption “Underwriting” in each case preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time, on the date hereof, 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. As of At the Applicable Time, none the Closing Time and any Date of Delivery, neither (A) the General Disclosure Package, Package nor (B) any individual Issuer Limited Use Free Writing Prospectus and (C) individual Written Testing-the-Waters CommunicationProspectus, when considered together with the General Disclosure Package, Package included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper)thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in into the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, 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 Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information contained in the Prospectus in the first sentence appearing in the fourth paragraph under the caption heading “Underwriting—Commissions and Discounts” and the information contained in the fourteenth, fifteenth first and seventeenth second paragraphs under the caption heading “Underwriting—Price Stabilization and Short Positions” in each case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any post-effective amendment thereto, at its effective time, time or at the Closing Time Date or at 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. As of At the Applicable Time, none of neither (A) the General Pricing Disclosure Package, Package nor (B) any individual Issuer Limited Use Free Writing Prospectus and (C) individual Written Testing-the-Waters CommunicationProspectus, when considered together with the General Pricing Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper)thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), date or at the Closing Time Date or at any Date of DeliveryOption Closing Date, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The There are no statutes, regulations, documents incorporated or deemed contracts of a character required to be incorporated by reference described in the Registration Statement, the General Pricing Disclosure Package and the Prospectus, at the time or to be filed as an exhibit to the Registration Statement became effective Statement, which are not described or when such documents incorporated by reference were filed with as required. There are no business relationships or related person transactions involving the Commission, Company or any Subsidiary (as the case may be, when read together with the defined herein) or any other information person required to be described in the Registration Statement, the General Pricing Disclosure Package or and the Prospectus, Prospectus that have not been described as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleadingrequired. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), thereto or the General Pricing Disclosure Package or the Prospectus (or any amendment or supplement thereto) thereto made in reliance upon and in conformity with written information furnished in writing or confirmed in writing to the Company by any Underwriter through the Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished or confirmed shall be the list of Underwriters and their respective allocation of shares, fifth sentence of the first paragraph and the last sentence of the third paragraph under the heading “Underwriting—Underwriting Discount,” the information in under the heading “Underwriting—Stabilization, Short Positions, and Penalty Bids,” and the first sentence appearing in the fourth paragraph under the caption heading “Underwriting—Passive Market Making,” “Underwriting—Affiliations,” and “Underwriting—Selling Restrictions” each under the information heading “Underwriting,” in each case, contained in the fourteenthRegistration Statement, fifteenth and seventeenth paragraphs under the caption “Underwriting” in each case preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time, on the date hereof, 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. As of At the Applicable Time and the Closing Time, none of (A) the General Disclosure Package, (B) any individual Issuer Limited Use Free Writing Prospectus 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 (including any prospectus wrapper)thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the first sentence appearing in the fourth twelfth paragraph under the caption heading “Underwriting” and the information contained in the fourteenth, fifteenth and seventeenth paragraphs under the caption “Underwriting” in each case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the (i) The Registration Statement nor any amendment theretoStatement, at its effective timewhen it became effective, at the Closing Time did not contain and, as amended or at any Date of Deliverysupplemented, containedif applicable, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As as of the Applicable Time, none date of (A) the General Disclosure Package, (B) any individual Issuer Limited Use Free Writing Prospectus and (C) 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 such amendment or supplement thereto (including contain any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The , (ii) the Time of Sale Prospectus does not, and at the time of each sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers, the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) each broadly available road show, if any, when considered together with the Time of Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iv) the Prospectus as amended or supplemented, if applicable, as of its date and as of each Closing Date does not and will not, as applicable, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the representations and warranties set forth above 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 upon upon, and in conformity with with, written information furnished to the Company by any Underwriter through the Representatives Underwriters expressly for use therein. For purposes of this Agreement, which information the only information so furnished shall be parties hereto agree is limited to the information Underwriters’ Information (as defined in the first sentence appearing in the fourth paragraph under the caption “Underwriting” and the information contained in the fourteenth, fifteenth and seventeenth paragraphs under the caption “Underwriting” in each case contained in the Prospectus (collectively, the “Underwriter Information”Section 16).

Accurate Disclosure. Neither the (i) The Registration Statement nor and any amendment thereto, at its effective time, time and at the Closing Time or at any Date of Delivery, containeddid not contain and, contains as amended or supplemented, if applicable, will not contain an any untrue statement of a material fact or omittedomit, omits as amended or supplemented, if applicable, and will not omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleadingmisleading and (ii) the Registration Statement complies and, as amended or supplemented, if applicable, will comply in all material respects with the 1933 Act and the 1933 Act Regulations. As of At the Applicable Time, none of neither (A) the General Disclosure Package, Package nor (B) any individual Issuer Limited Use Free Writing Prospectus and (C) individual Written Testing-the-Waters CommunicationProspectus, 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. At the time of the filing of the Final Term Sheet (as defined in Section 3(a) hereof), the General Disclosure Package, when considered together with the Final Term Sheet, will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding anything to the contrary in this Section, the Company makes no representation or warranty with respect to any statement contained in the Prospectus or any amendment or supplement thereto (including any prospectus wrapper) or any Issuer Free Writing Prospectus in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of the Underwriters for use in the Prospectus, any amendment or supplement thereto (including any prospectus wrapper) or any Issuer Free Writing Prospectus. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and Package, any preliminary prospectus or the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were at the time they were, or hereafter are, filed with the Commission, as complied, comply and will comply in all material respects with the case may berequirements of the 1934 Act and 1934 Act Regulations and, when read together with the other information in the Registration Statement, the General Disclosure Package or Package, any preliminary prospectus and the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, 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 Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the first sentence appearing in the fourth paragraph under the caption “Underwriting” and the information contained in the fourteenth, fifteenth and seventeenth paragraphs under the caption “Underwriting” in each case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time, on the date hereof, 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. As of At the Applicable Time and the Closing Time, none of neither (A) the General Disclosure Package, Package nor (B) any individual Issuer Limited Use Free Writing Prospectus and (C) individual Written Testing-the-Waters CommunicationProspectus, when considered together with the General Disclosure Package, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper)thereto, 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made with respect to the General Disclosure Package or Prospectus, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the first fourth sentence appearing in of the fourth fifth paragraph relating to selling concessions and the tenth and thirteenth paragraphs under the caption heading of the section entitled “Underwriting” and the information contained in the fourteenth, fifteenth and seventeenth paragraphs under the caption “Underwriting” in each case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time, 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. As of the Applicable Time, none of (A) the General Disclosure Package, (B) any individual Issuer Limited Use Free Writing Prospectus and Prospectus, when considered together with the General Disclosure Package, nor (C) any individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the first sentence appearing in the fourth paragraph under the caption “Underwriting” and the information contained in the fourteenth, fifteenth and seventeenth paragraphs under the caption “Underwriting” in each case contained in the Prospectus (collectively, the “Underwriter Information”).

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

Accurate Disclosure. Neither None of the Registration Statement, the ADS Registration Statement nor and any amendment amendments thereto, at its effective time, at the Closing Applicable Time or at any Date of Deliverythe 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. As of the Applicable Time, none of (A) the General Pricing Disclosure Package, (B) any individual Issuer Limited Use Free Writing Preliminary Prospectus and (C) any individual Written Testing-the-Waters CommunicationIssuer Free Writing Prospectus, when considered together with the General Pricing Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper)thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), ) or at the 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. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Pricing 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 Pricing Disclosure Package or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The ; provided, however, 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 ADS Registration Statement (or any amendment thereto), the Pricing Disclosure Package or Package, the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with (A) written information furnished to the Company by any Underwriter through the Representatives expressly for use therein. For purposes of this Agreement, it being understood and agreed that the only such information so furnished shall be by any Underwriter consists of the information described as such in Section 9(c) hereof and (B) the first sentence appearing in the fourth paragraph under the caption “Underwriting” and the information contained in the fourteenth, fifteenth and seventeenth paragraphs under the caption “Underwriting” in each case contained in the Prospectus Selling Shareholder Information (collectively, the “Underwriter Information”as defined below).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time, 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. As of At the Applicable Time, none at the Closing Time and at each Date of Delivery, neither (A) the General Disclosure Package, Package nor (B) any individual Issuer Limited Use Free Writing Prospectus and (C) individual Written Testing-the-Waters CommunicationProspectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this subsection Section 1(a)(ii) shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), including any prospectus wrapper, the General Disclosure Package Package, any individual Issuer Limited Use Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the first sentence appearing in the fourth paragraph under the caption heading “Underwriting–Commissions and Discounts,” the information in the last paragraph under the heading “Underwriting – New York Stock Exchange,” the information in the second, third and fourth paragraphs under the heading “Underwriting–Price Stabilization, Short Positions and Penalty Bids” and the information contained in the fourteenth, fifteenth and seventeenth paragraphs under the caption 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 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. As of At the Applicable TimeTime and any Date of Delivery, none of (A) the General Disclosure Package, (B) any individual Issuer Limited Use Free Writing Prospectus 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 (including any prospectus wrapper)thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through any of the Representatives expressly for use therein. [For purposes of this Agreement, the only information so furnished shall be the information in the first sentence appearing in the fourth paragraph under the caption heading “Underwriting–Commissions and Discounts,” the information in the second, third and fourth paragraphs under the heading “Underwriting–Price Stabilization, Short Positions and Penalty Bids” and the information contained in the fourteenth, fifteenth and seventeenth paragraphs under the caption heading “Underwriting–Electronic Distributions of Shares” in each case contained in the Prospectus (collectively, the “Underwriter Information”).]

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

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time, on the date hereof, 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. As of At the Applicable TimeTime and any Date of Delivery, none of (A) the General Disclosure Package, and (B) any individual Issuer Limited Use Free Writing Prospectus and (C) individual Written Testing-the-Waters CommunicationProspectus, when considered together with the General Disclosure Package, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper)thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package Package, any Issuer Limited Use Free Writing Prospectus, or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with (x) written information furnished to the Company by any Underwriter through the Representatives Representative expressly for use thereintherein or (y) information relating to each Selling Stockholder furnished in writing by or on behalf of such Selling Stockholder expressly for use in the Registration Statement, the General Disclosure Package, the Prospectus or any other Issuer Free Writing Prospectus or any amendment or supplement thereto; it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the following information in the Prospectus furnished on behalf of such Selling Stockholder: (i) the legal name, address and the number of shares of Common Stock beneficially owned by such Selling Stockholder before and after the offering contemplated hereby; and (ii) the other information with respect to such Selling Stockholder (excluding percentages) that appears in the table and corresponding footnotes under the caption “Selling Stockholders” (the “Selling Stockholder Information”). For purposes of this Agreement, the only information so in the Prospectus furnished by any Underwriter shall be (i) the information in the first sentence appearing in the fourth sixth paragraph under the caption “Underwriting” regarding potential deemed underwriting discounts and commissions and (ii) the seventh paragraph (including the following bullets) and the information contained in third sentence of the fourteenth, fifteenth and seventeenth paragraphs eighth paragraph under the caption “Underwriting,” in each case contained in the Prospectus regarding market stabilization activities (collectively, the “Underwriter Information”).

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

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

Accurate Disclosure. Neither the Registration Statement nor any post-effective amendment thereto, when considered together with the Registration Statement, at its effective time, at the Closing Time or at any Date of Delivery, contained, contains or will contain 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. As of the Applicable Time, none of (A) the General Disclosure Package, (B) any individual Issuer Limited Use Free Writing Prospectus 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 (including any prospectus wrapper), 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the first sentence appearing in the fourth paragraph under the caption heading “Underwriting—Commissions and Discounts,” the information in the second, third and fourth paragraphs under the heading “Underwriting—Price Stabilization, Short Positions and Penalty Bids” and the information contained in the fourteenth, fifteenth and seventeenth paragraphs under the caption heading “Underwriting—Electronic Distribution” in each case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Each preliminary prospectus, if any, and the Prospectus when filed complied in all material respects with the 1933 Act and, if filed by electronic transmission pursuant to XXXXX, was identical (except as may be permitted by Regulation S-T under the 0000 Xxx) to the copy thereof delivered to the Placement Agent for use in connection with the offer and sale of the Securities. Neither the Registration Statement nor any post-effective amendment thereto, at its effective time, 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. As of the Applicable Time, none of neither (A) the General Disclosure Package, Package nor (B) any individual Issuer Limited Use Free Writing Prospectus and (C) individual Written Testing-the-Waters CommunicationProspectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), ) 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto, including any prospectus wrapper) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives Placement Agent expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the first last sentence appearing in of the fourth eighth paragraph under the caption heading “UnderwritingPlan of Distribution,” and the information contained in the fourteenth, fifteenth and seventeenth paragraphs under the caption “Underwriting” in each case contained in the Prospectus (collectively, the “Underwriter Placement Agent Information”).

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

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time, on the date hereof, 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. As of At the Applicable TimeTime and any Date of Delivery, none of (A) the General Disclosure Package, and (B) any individual Issuer Limited Use Free Writing Prospectus and (C) individual Written Testing-the-Waters CommunicationProspectus, when considered together with the General Disclosure Package, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper)thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package Package, any Issuer Limited Use Free Writing Prospectus, or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with (x) written information furnished to the Company by any Underwriter through the Representatives expressly for use thereintherein or (y) information relating to each Selling Stockholder furnished in writing by or on behalf of such Selling Stockholder expressly for use in the Registration Statement, the General Disclosure Package, the Prospectus or any other Issuer Free Writing Prospectus or any amendment or supplement thereto; it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the following information in the Prospectus furnished on behalf of such Selling Stockholder: (i) the legal name, address and the number of shares of Common Stock beneficially owned by such Selling Stockholder before and after the offering contemplated hereby; and (ii) the other information with respect to such Selling Stockholder (excluding percentages) that appears in the table and corresponding footnotes under the caption “Selling Stockholders” (the “Selling Stockholder Information”). For purposes of this Agreement, the only information so furnished by any Underwriter shall be (i) the information in seventh paragraph (including the first following table) under the caption “Underwriting” regarding underwriting discounts and commissions (ii) the ninth paragraph (including the following bullets) and the third sentence appearing in of the fourth tenth paragraph under the caption “Underwriting” and the information contained in the fourteenth”, fifteenth and seventeenth paragraphs under the caption “Underwriting” in each case contained in the Prospectus regarding market stabilization activities (collectively, the “Underwriter Information”).

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

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

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time, 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. As of the Applicable Time, none of (A) the General Disclosure Package, (B) any individual Issuer Limited Use Free Writing Prospectus and (C) individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the first sentence appearing in the fourth paragraph under the caption “Underwriting” and the information contained in the fourteenthfifteenth, fifteenth sixteenth and seventeenth eighteenth paragraphs (other than the definitions of the defined terms included in these paragraphs) under the caption “Underwriting” in each case contained in the Prospectus (collectively, the “Underwriter Information”).

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

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

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

Accurate Disclosure. The Registration Statement, did not, at the time it became effective, 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 not misleading. Neither the Registration Statement nor any amendment thereto, at its effective time, at the Applicable Time, 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. As of At the Applicable TimeTime and any Date of Delivery, none of (A) the General Disclosure Package, Package (B) any individual Issuer Limited Use Free Writing Prospectus Prospectus, when considered together with the General Disclosure Package and (C) and individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper)thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the first sentence appearing in the fourth paragraph under the caption “Underwriting” section of the Preliminary Prospectus and the information contained in Prospectus: (i) the fourteenth, fifteenth first and seventeenth second sentences of the third paragraph related to concessions; and (ii) the fourteenth through sixteenth paragraphs under the caption “Underwriting” in each case contained in the Prospectus related to open market purchases and sales of Common Stock (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time, and at the Closing Time or at any Date of Deliverythe Additional Closing Time, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Applicable Time, none of the Closing Time or the Additional Closing Time, neither (A) the General Disclosure Package, Package nor (B) any individual Issuer Limited Use Free Writing Prospectus and (C) individual Written Testing-the-Waters CommunicationProspectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), ) or at the Closing Time or at any Date of Deliverythe Additional Closing Time, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this subsection 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 relating to such Underwriter furnished to the Company in writing by any such Underwriter through the Representatives expressly for use therein. For purposes of this Agreement, it being understood and agreed upon that the only such information so furnished shall be by any Underwriter consists of the following information in the first sentence Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the fourth third paragraph under the caption “Underwriting”, the information regarding electronic offers, sales and distributions of Shares in the seventh paragraph under the caption “Underwriting,” and the information regarding stabilization activities by the Underwriters contained in the fourteenth, fifteenth twelfth and seventeenth thirteenth paragraphs under the caption “Underwriting” in each case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto(i) Each document, at its effective timeif any, at the Closing Time filed, furnished, or at any Date of Deliverydelivered, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein filed, furnished, or necessary to make the statements therein not misleading. As of the Applicable Timedelivered, none of (A) the General Disclosure Package, (B) any individual Issuer Limited Use Free Writing Prospectus and (C) individual Written Testing-the-Waters Communication, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be Exchange Act and incorporated by reference in the Registration Statement, Statement or the General Disclosure Package Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with applicable rules and regulations of the Commission, as the case may be, when read together with the other information in (ii) each part of the Registration Statement, the General Disclosure Package or the Prospectus, as the case may bewhen such part became effective, did not contain, and each such part, as amended or supplemented, if applicable, will not include an contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (iii) the Registration Statement as of the date hereof does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (iv) the Registration Statement and the most recent Preliminary Prospectus that is distributed to investors prior to the Applicable Time, the information included in Schedule II hereto, and the applicable Permitted Free Writing Prospectus(es), if any, all taken together (collectively, the “General Disclosure Package”), will comply, in all material respects with the Securities Act and the applicable rules and regulations of the Commission, (v) the General Disclosure Package does not and at the time of each sale of the Public Shares in connection with the Offering when the final Prospectus Supplement is not yet available to prospective purchaser, the General Disclosure Package, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (vi) each broadly available road show, if any, when considered together with the General Disclosure Package, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (vii) the Preliminary Prospectus Supplement that is distributed to investors prior to the Applicable Time does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. The representations All statistical or market-related data included in the Registration Statement, the Prospectus and warranties the General Disclosure Package comply, are based on or derived from sources that the Company believes to be reliable and accurate in this subsection all material respects, and the Company has obtained the written consent to the use of such data from such sources to the extent required. This Section 3.2(a) 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 Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information that appears under the heading “Price Stabilization, Short Positions and Penalty Bids” in the first sentence appearing in the fourth paragraph under the caption “Underwriting” and the information contained in the fourteenth, fifteenth and seventeenth paragraphs under the caption “Underwriting” in each case contained in Underwriting section of the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the (i) The Registration Statement nor and any amendment thereto, at its effective time, at the Closing Time or at any Date of Delivery, containeddid not contain and, contains as amended or supplemented, if applicable, will not contain an any untrue statement of a material fact or omittedomit, omits as amended or supplemented, if applicable, and will not omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleadingmisleading and (ii) the Registration Statement complies and, as amended or supplemented, if applicable, will comply in all material respects with the 1933 Act and the 1933 Act Regulations. As of At the Applicable Time, none of neither (A) the General Disclosure Package, Package nor (B) any individual Issuer Limited Use Free Writing Prospectus and (C) individual Written Testing-the-Waters CommunicationProspectus, 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. At the time of the filing of the Final Term Sheet (as defined in Section 3(a) hereof), the General Disclosure Package, when considered together with the Final Term Sheet, will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding anything to the contrary in this Section, the Transaction Entities make no representation or warranty with respect to any statement contained in the Prospectus or any amendment or supplement thereto (including any prospectus wrapper) or any Issuer Free Writing Prospectus in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of the Underwriters for use in the Prospectus, any amendment or supplement thereto (including any prospectus wrapper) or any Issuer Free Writing Prospectus. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and Package, any preliminary prospectus or the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were at the time they were, or hereafter are, filed with the Commission, as complied, comply and will comply in all material respects with the case may berequirements of the 1934 Act and 1934 Act Regulations and, when read together with the other information in the Registration Statement, the General Disclosure Package or Package, any preliminary prospectus and the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, 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 Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the first sentence appearing in the fourth paragraph under the caption “Underwriting” and the information contained in the fourteenth, fifteenth and seventeenth paragraphs under the caption “Underwriting” in each case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the (i) The Registration Statement nor and any amendment thereto, at its effective time, at the Closing Time or at any Date of Delivery, containeddid not contain and, contains as amended or supplemented, if applicable, will not contain an any untrue statement of a material fact or omittedomit, omits as amended or supplemented, if applicable, and will not omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleadingmisleading and (ii) the Registration Statement complies and, as amended or supplemented, if applicable, will comply in all material respects with the 1933 Act and the 1933 Act Regulations. As of At the Applicable Time, none of neither (A) the General Disclosure Package, Package nor (B) any individual Issuer Limited Use Free Writing Prospectus and (C) individual Written Testing-the-Waters CommunicationProspectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the 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. Notwithstanding anything to the contrary in this Section, the Transaction Entities make no representation or warranty with respect to any statement contained in the Prospectus or any amendment or supplement thereto (including any prospectus wrapper) or any Issuer Free Writing Prospectus in reliance upon and in conformity with information furnished to the Company in writing by or on behalf of the Underwriters for use in the Prospectus, any amendment or supplement thereto (including any prospectus wrapper) or any Issuer Free Writing Prospectus. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and Package, any preliminary prospectus or the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were at the time they were, or hereafter are, filed with the Commission, as complied, comply and will comply in all material respects with the case may berequirements of the 1934 Act and 1934 Act Regulations and, when read together with the other information in the Registration Statement, the General Disclosure Package or Package, any preliminary prospectus and the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, 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 Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the first sentence appearing in the fourth paragraph under the caption “Underwriting” and the information contained in the fourteenth, fifteenth and seventeenth paragraphs under the caption “Underwriting” in each case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time, 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. As of the Applicable Time, none of (A) the General Disclosure Package, Package and (B) any individual Issuer Limited Use Free Writing Prospectus and (C) individual Written Testing-the-Waters CommunicationProspectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b) of the 1933 Act Regulations (“Rule 424(b)”), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the first sentence appearing in the fourth paragraph under the caption heading “Underwriting—Commissions and Expenses,” the information in the first through fourth paragraphs under the heading “Underwriting—Stabilization” and the information contained in the fourteenth, fifteenth and seventeenth paragraphs under the caption heading “Underwriting—Electronic Distribution” in each case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time, 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. As of the Applicable Time, none of (A) the General Disclosure Package, (B) any individual Issuer Limited Use Free Writing Prospectus 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 (including any prospectus wrapper), 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 documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the first sentence appearing in the fourth paragraph under the caption heading “Underwriting—Commissions and Discounts,” the information in the second, third and fourth paragraphs under the heading “Underwriting—Price Stabilization, Short Positions and Penalty Bids” and the information contained in the fourteenth, fifteenth and seventeenth paragraphs under the caption heading “Underwriting—Electronic Distribution” in each case contained in the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the The Registration Statement nor any amendment theretodid not, at its effective time, and will not, 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. As of the Applicable TimeTime of Sale, none of neither (A) the General Pricing Disclosure Package, Package nor (B) any individual Issuer Limited Use Free Writing Prospectus and (C) individual Written Testing-the-Waters CommunicationProspectus, when considered together with the General Pricing Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the The Prospectus nor and any amendment or supplement thereto (including any prospectus wrapper)) did not, as of its issue date, at the date of such Prospectus and as of the time of any filing with the Commission pursuant to Rule 424(b), and will not, 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. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Pricing Disclosure Package and the Final 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 Pricing Disclosure Package or the Final Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this subsection shall not apply ; provided, however, that neither the Company nor any of the Guarantors make any representation or warranty with respect to (A) any statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance based upon and in conformity with written information furnished to the Company in writing by the Underwriters specifically for use in the Registration Statement, including any post-effective amendment thereto, the Pricing Disclosure Package, any individual Issuer Limited Use Free Writing Prospectus or Prospectus, including the Final Prospectus, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives expressly for use therein. For purposes consists of this Agreement, the only information so furnished shall be the information described as such in Section 9(b) hereof, or (B) the first sentence appearing in part of the fourth paragraph Registration Statement, including any post-effective amendment thereto, that constitutes the Statement of Eligibility and Qualification (Form T-1) of the Trustee under the caption “Underwriting” and the information contained in the fourteenth, fifteenth and seventeenth paragraphs under the caption “Underwriting” in each case contained in the Prospectus (collectively, the “Underwriter Information”)Trust Indenture Act.

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, 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. As of At the Applicable TimeTime and any Date of Delivery, none of (A) the General Disclosure Package, Package and (B) any individual Issuer Limited Use Free Writing Prospectus and (C) individual Written Testing-the-Waters CommunicationProspectus, when considered together with the General Disclosure Package, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper)thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through Xxxxxxx Xxxxx expressly for use therein. As used in this Agreement with respect to an Underwriter and an applicable document, “Underwriter Information” shall mean the written information furnished to the Company by such Underwriter through the Representatives expressly for use therein. For purposes of this Agreement, ; it being understood and agreed upon that the only such information so furnished shall be by any Underwriter consists of the following information in the first sentence Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the fourth fifth paragraph under the caption “Underwriting” ”, and the information contained in the fourteentheleventh, fifteenth twelfth and seventeenth thirteenth paragraphs under the caption “Underwriting” in each case contained in the Prospectus (collectively, the “Underwriter Information”).