Common use of Distribution of Offering Material by the Company and the Guarantors Clause in Contracts

Distribution of Offering Material by the Company and the Guarantors. Each of the Company and the Guarantors has not distributed and will not distribute, prior to the later of the Closing Date and the completion of the Underwriters’ distribution of the Securities, any offering material in connection with the offering and sale of the Securities other than the Registration Statement, the Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representatives and included in Annex I hereto or any electronic road show or other written communications reviewed and consented to by the Representatives and listed on Annex II hereto (each, a “Company Additional Written Communication”). Each such Company Additional Written Communication, when taken together with the Disclosure Package, did not as of the Initial Sale Time, and will not at the Closing Date, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from each such Company Additional Written Communication based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8 hereof.

Distribution of Offering Material by the Company and the Guarantors. Each of the Company The Companies and the Guarantors has have not distributed and will not distribute, prior to the later of the Closing Date and the completion of the Underwriters’ distribution of the SecuritiesNotes, any offering material in connection with the offering and sale of the Securities Notes other than the Registration Statement, the Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representatives and included in Annex I hereto or any electronic road show or other written communications reviewed and consented to by the Representatives and listed on Annex II hereto (each, a “Company Additional Written Communication”). Each such Company Additional Written Communication, when taken together with the Disclosure Package, did not as of the Initial Sale Timenot, and will not at the Closing DateDate will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from each such the Company Additional Written Communication based upon and in conformity with written information furnished to the Company Companies by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8 8(f) hereof.

Distribution of Offering Material by the Company and the Guarantors. Each of the Company The Companies and the Guarantors has have not distributed and will not distribute, prior to the later of the Closing Date and the completion of the Underwriters’ distribution of the SecuritiesNotes, any offering material in connection with the offering and sale of the Securities Notes other than the Registration Statement, the Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representatives Representative and included in Annex I hereto or any electronic road show or other written communications reviewed and consented to by the Representatives Representative and listed on Annex II hereto (each, a “Company Additional Written Communication”). Each such Company Additional Written Communication, when taken together with the Disclosure Package, did not as of the Initial Sale Timenot, and will not at the Closing DateDate will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from each such the Company Additional Written Communication based upon and in conformity with written information furnished to the Company Companies by any Underwriter through the Representatives Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives Representative consists of the information described as such in Section 8 8(e) hereof.

Distribution of Offering Material by the Company and the Guarantors. Each of the Company and the Guarantors has not distributed and will not distribute, prior to the later of the Closing Date and the completion of the Underwriters’ distribution of the Securities, any offering material in connection with the offering and sale of the Securities other than the Registration Statement, the Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representatives and included in Annex I hereto or any electronic road show or other written communications reviewed and consented to by the Representatives and listed on Annex II hereto (eacheach a, a “Company Additional Written Communication”). Each such Company Additional Written Communication, when taken together with the Disclosure Package, did not as of the Initial Sale Time, and will not at the Closing Date, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from each such Company Additional Written Communication based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8 hereof.

Distribution of Offering Material by the Company and the Guarantors. Each of the Company The Companies and the Guarantors has have not distributed and will not distribute, prior to the later of the Closing Date and the completion of the Underwriters’ distribution of the SecuritiesNotes, any offering material in connection with the offering and sale of the Securities Notes other than the Registration Statement, the Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representatives and included in Annex I hereto or any electronic road show or other written communications reviewed and consented to by the Representatives and listed on Annex II hereto (eacheach a, a “Company Additional Written Communication”). Each such Company Additional Written Communication, when taken together with the Disclosure Package, did not as of the Initial Sale Timenot, and will not at the Closing DateDate will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The preceding sentence does not apply to statements in or omissions from each such the Company Additional Written Communication based upon and in conformity with written information furnished to the Company Companies by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8 8(f) hereof.