Common use of Distribution of Offering Material By the Company Clause in Contracts

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Time 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 contained in the Pricing Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representative and included in Schedule B hereto or any electronic road show or other written communications reviewed and consented to by the Representative and listed on Schedule B hereto (each a, “Company Additional Written Communication”). Each such Company Additional Written Communication, when taken together with the Pricing Disclosure Package, did not, and at the Closing Time 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 the Company Additional Written Communication based upon and in conformity with written information furnished to the Company by any Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representative consists of the Underwriter Information.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Time 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 contained in the Pricing General Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representative Representatives and included in listed on Schedule B hereto or any electronic road show or other written communications reviewed and consented to by the Representative Representatives and listed on Schedule B C hereto (each a, “Company Additional Written Communication”). Each such Company Additional Written Communication, when taken together with the Pricing General Disclosure Package, did not, and at the Closing Time 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 the Company Additional Written Communication based upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representative Representatives consists of the Underwriter Information.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Time and the completion of the Underwriters’ distribution of the SecuritiesShares, any offering material in connection with the offering and sale of the Securities Shares other than the Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representative and included in Schedule B hereto or any electronic road show or other written communications reviewed and consented to by the Representative and listed on Schedule B hereto (each a, “Company Additional Written Communication”). Each such Company Additional Written Communication, when taken together with the Pricing Disclosure Package, did not, and at the Closing Time 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 the Company Additional Written Communication based upon and in conformity with written information furnished to the Company by any Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representative consists of the Underwriter Information.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Time 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 contained in the Pricing Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representative Representatives and included in Schedule B hereto or any electronic road show or other written communications reviewed and consented to by the Representative Representatives and listed on Schedule B hereto (each a, “Company Additional Written Communication”). Each such Company Additional Written Communication, when taken together with the Pricing Disclosure Package, did not, and at the Closing Time 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 the Company Additional Written Communication based upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representative Representatives consists of the Underwriter Information.

Distribution of Offering Material By the Company. The Company has not distributed and or will not distribute, prior to the later of the Closing Time 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 (i) the Registration StatementPreliminary Prospectus, the preliminary prospectus contained in the Pricing Disclosure Package, (ii) the Prospectus, (iii) any Issuer Free Writing Prospectus reviewed and consented to by the Representative Representatives and included in Schedule B hereto Annex I hereto, (iv) the Registration Statement or (v) any electronic road show or other written communications reviewed and consented to by the Representative Representatives and listed on Schedule B included in Annex II hereto (each acollectively, “Company Additional Written Communication”). Each such Company Additional Written Communication, when taken together with the Pricing Disclosure Package, did not, and at the Closing Time Date 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 ; provided that this representation, warranty and agreement shall not apply to statements in or omissions from the each such Company Additional Written Communication based made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Representative specifically Representatives expressly for use thereinin any Company Additional Written Communication, it being understood and agreed that the only such information furnished by any Underwriter through the Representative Representatives consists of the Underwriter Informationinformation described as such in Section 8 hereof.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Time 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 contained in the Pricing Disclosure PackagePreliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representative Representatives and included in Schedule B Annex I hereto or any electronic road show or other written communications reviewed and consented to by the Representative Representatives and listed on Schedule B Annex II hereto (each a, “Company Additional Written Communication”). Each such Company Additional Written Communication, when taken together with the Pricing Disclosure Package, did not, and at the Closing Time Date 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 the Company Additional Written Communication based upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representative Representatives consists of the Underwriter Informationinformation described as such in Section 8 hereof.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Time Date (as defined below) 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 contained in the Pricing Disclosure PackagePreliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representative Representatives and included in Schedule B Annex I hereto or any electronic road show or other written communications reviewed and consented to by the Representative Representatives and listed on Schedule B Annex II hereto (each acollectively, “Company Additional Written Communication”). Each such Company Additional Written Communication, when taken together with the Pricing Disclosure Package, did not, and at the Closing Time Date 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 the Company Additional Written Communication based upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representative Representatives consists of the Underwriter Informationinformation described as such in Section 8 hereof.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Time 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 (i) the Registration StatementPreliminary Prospectus, the preliminary prospectus contained in the Pricing Disclosure Package, (ii) the Prospectus, (iii) any Issuer Free Writing Prospectus reviewed and consented to by the Representative Representatives and included in Schedule B hereto Annex I hereto, (iv) the Registration Statement or (v) any electronic road show or other written communications reviewed and consented to by the Representative and listed on Schedule B hereto Representatives (each acollectively, “Company Additional Written Communication”). Each such Company Additional Written Communication, when taken together with the Pricing Disclosure Package, did not, and at the Closing Time Date 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 ; provided that this representation, warranty and agreement shall not apply to statements in or omissions from the each such Company Additional Written Communication based made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Representative specifically Representatives expressly for use thereinin any Company Additional Written Communication, it being understood and agreed that the only such information furnished by any Underwriter through the Representative Representatives consists of the Underwriter Informationinformation described as such in Section 8 hereof.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Time 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 contained in the Pricing Disclosure PackagePreliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representative Representatives and included in Schedule B Annex I hereto or any electronic road show or other written communications reviewed and consented to by the Representative Representatives and listed on Schedule B Annex II hereto (each acollectively, “Company Additional Written Communication”). Each such Company Additional Written Communication, when taken together with the Pricing Disclosure Package, did not, and at the Closing Time Date 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 the Company Additional Written Communication based upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representative Representatives consists of the Underwriter Informationinformation described as such in Section 8 hereof.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Time Date and the completion of the Underwriters’ distribution of the SecuritiesNotes, any offering material in connection with that constitutes or may constitute an offer to sell or a solicitation of an offer to buy the offering and sale of the Securities Notes other than the Registration Statement, the preliminary prospectus contained in the Pricing Disclosure PackagePreliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representative Representatives and included in Schedule B Annex I hereto or any electronic road show or other written communications reviewed and consented to by the Representative Representatives and listed on Schedule B included in Annex II hereto or other written communications included in Annex III hereto (each acommunication included in Annex II and Annex III, a “Company Additional Written Communication”). Each such Company Additional Written Communication, when taken together with the Pricing Disclosure Package, did not, and at the Closing Time Date 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 the Company Additional Written Communication based upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representative Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter through the Representative Representatives consists of the Underwriter Informationinformation described as such in Section 8(b) hereof.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Time Date and the completion of the Underwriters’ distribution of the SecuritiesShares, any offering material in connection with the offering and sale of the Securities Shares other than the Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representative and included in Schedule B II hereto or any electronic road show or other written communications reviewed and consented to by the Representative and listed on Schedule B II hereto (each a, “Company Additional Written Communication”). Each such Company Additional Written Communication, when taken together with the Pricing Disclosure Package, did not, and at the Closing Time Date 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 the Company Additional Written Communication based upon and in conformity with written information furnished to the Company by any Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representative consists of the Underwriter Information.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Time Date and the completion of the Underwriters’ distribution of the SecuritiesShares, any offering material in connection with the offering and sale of the Securities Shares other than the Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representative and included in Schedule B II hereto or any electronic road show Bona Fide Electronic Road Show or other written communications reviewed and consented to by the Representative and listed on Schedule B II hereto (each aeach, a “Company Additional Written Communication”). Each such Company Additional Written Communication, when taken together with the Pricing Disclosure Package, did not, and at the Closing Time Date 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 the Company Additional Written Communication based upon and in conformity with written information furnished to the Company by any Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representative consists of the Underwriter Information.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Time 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 contained in the Pricing Disclosure PackagePreliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representative Representatives and included in Schedule B Annex I hereto or any electronic road show or other written communications reviewed and consented to by the Representative Representatives and listed on Schedule B Annex II hereto (each acollectively, “Company Additional Written Communication”). Each such Company Additional Written Communication, when taken together with the Pricing Disclosure Package, did not, and at the Closing Time Date 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 the Company Additional Written Communication based upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representative Representatives consists of the Underwriter Informationinformation described as such in Section 8 hereof.

Distribution of Offering Material By the Company. The Company has and the Guarantors have not distributed and will not distribute, prior to the later of the Closing Time 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 contained in the Pricing Disclosure PackagePreliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representative Representatives and included in Schedule B Annex I hereto or any electronic road show or other written communications reviewed and consented to by the Representative Representatives and listed on Schedule B Xxxxx XX hereto (each acollectively, “Company Additional Written Communication”). Each such Company Additional Written Communication, when taken together with the Pricing Disclosure Package, did not, and at the Closing Time Date 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 the Company Additional Written Communication based upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representative Representatives consists of the Underwriter Informationinformation described as such in Section 8 hereof.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Time 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 contained in the Pricing Disclosure PackagePreliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representative Representatives and included in Schedule B Annex I hereto or any electronic road show show, presentation or other written communications reviewed and consented to by the Representative Representatives and listed on Schedule B Annex II hereto (each aeach, a “Company Additional Written Communication”). Each such Company Additional Written Communication, when taken together with the Pricing Disclosure Package, did not, and at the Closing Time Date 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 the Company Additional Written Communication based upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representative Representatives consists of the Underwriter Informationinformation described as such in Section 6(b) hereof.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Time 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 contained in the Pricing Disclosure PackagePreliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representative Representatives and included in Schedule B hereto Annex I hereto, the Registration Statement or any electronic road show or other written communications reviewed and consented to by the Representative and listed on Schedule B hereto Representatives (each acollectively, “Company Additional Written Communication”). Each such Company Additional Written Communication, when taken together with the Pricing Disclosure Package, did not, and at the Closing Time Date 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 ; provided that this representation, warranty and agreement shall not apply to statements in or omissions from the each such Company Additional Written Communication based made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Representative specifically Representatives expressly for use thereinin any Company Additional Written Communication, it being understood and agreed that the only such information furnished by any Underwriter through the Representative Representatives consists of the Underwriter Informationinformation described as such in Section 8 hereof.

Distribution of Offering Material By the Company. The Company has and the Guarantors have not distributed and will not distribute, prior to the later of the Closing Time 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 contained in the Pricing Disclosure PackagePreliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representative Representatives and included in Schedule B Annex I hereto or any electronic road show or other written communications reviewed and consented to by the Representative Representatives and listed on Schedule B Annex II hereto (each acollectively, “Company Additional Written Communication”). Each such Company Additional Written Communication, when taken together with the Pricing Disclosure Package, did not, and at the Closing Time Date 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 the Company Additional Written Communication based upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representative Representatives consists of the Underwriter Informationinformation described as such in Section 8 hereof.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Time Date and the completion of the Underwriters’ distribution of the SecuritiesShares, any offering material in connection with the offering and sale of the Securities Shares other than the Registration Statement, the Pricing Disclosure Package, the preliminary prospectus contained in the Pricing Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representative Representatives and included in Schedule B Annex C hereto or any electronic road show or other written communications reviewed and consented to by the Representative Representatives and listed on Schedule B Annex D hereto (each a, a “Company Additional Written Communication”). Each such Company Additional Written Communication, when taken together with the Pricing Disclosure Package, did not, and at the Closing Time Date 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 the Company Additional Written Communication based upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representative Representatives consists of the Underwriter Information.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Time Date and the completion of the Underwriters’ distribution of the SecuritiesShares, any offering material in connection with the offering and sale of the Securities Shares other than the Registration Statement, the Pricing Disclosure Package, the preliminary prospectus contained in the Pricing Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representative Representatives and included in Schedule B III hereto or any electronic road show or other written communications reviewed and consented to by the Representative and Permitted Written Testing-the-Waters Communications listed on Schedule B IV hereto (each aeach, a “Company Additional Written Communication”). Each such Company Additional Written Communication, when taken together with the Pricing Disclosure Package, did not, and at the Closing Time Date 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 the any Company Additional Written Communication Communications based upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representative Representatives consists of the Underwriter Information.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Time Date and the completion of the Underwriters’ distribution of the SecuritiesShares, any offering material in connection with the offering and sale of the Securities Shares other than the Registration Statement, the preliminary prospectus contained in the Pricing Disclosure PackagePreliminary Prospectus, the Prospectus, the Registration Statement, any Issuer Free Writing Prospectus reviewed and consented to by the Representative Representatives and included in Schedule B Annex I hereto or any electronic road show show, presentation or other written communications reviewed and consented to by the Representative Representatives and listed on Schedule B Annex III hereto (each aeach, a “Company Additional Written Communication”). Each such Company Additional Written Communication, when taken together with the Pricing Disclosure Package, did not, and at the Closing Time Date 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 the Company Additional Written Communication based upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representative Representatives consists of the Underwriter Informationinformation described as such in Section 7(c) hereof.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Time 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 contained in the Pricing Disclosure PackagePreliminary Prospectuses, the ProspectusFinal Prospectuses, any Issuer Free Writing Prospectus reviewed and consented to by the Representative Representatives and included in Schedule B listed on Annex I hereto or any electronic road show or other written communications reviewed and consented to by the Representative Representatives and listed on Schedule B Annex II hereto (each aeach, a “Company Additional Written Communication”). Each such Company Additional Written Communication, when taken together with the Pricing Disclosure Package, did not, and at the Closing Time Date 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 the Company Additional Written Communication based upon and in conformity with written information furnished to the Company by any Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representative consists of the Underwriter Information.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to distribute during the later of the Closing Time and the completion of the Underwriters’ distribution of the SecuritiesProspectus Delivery Period (as defined below), any offering material in connection with the offering and sale of the Securities other than the Registration Statement, any preliminary prospectus, the preliminary prospectus contained in the Pricing Disclosure PackageTime of Sale Prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representative and included in Schedule B hereto Managers or any electronic road show or other written communications reviewed and consented to by the Representative and listed on Schedule B hereto Managers (each aeach, a “Company Additional Written Communication”), provided that this restriction will not restrict the Company from making any filings with the Commission under the Exchange Act after the Closing Date insofar as they are required to be made under such Act. Each such Company Additional Written Communication, when taken together with the Pricing Disclosure PackageTime of Sale Prospectus, did not, and at the Closing Time Date 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 the Company Additional Written Communication based upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Managers specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representative Managers consists of the Underwriter Informationinformation described as such in Section 8 hereof.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Time 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 contained in the Pricing Disclosure PackagePreliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representative Lead Managers and included in Schedule B Annex I hereto or any electronic road show or other written communications reviewed and consented to by the Representative Lead Managers and listed on Schedule B Annex II hereto (each acollectively, “Company Additional Written Communication”). Each such Company Additional Written CommunicationCommunication and each such Issuer Free Writing Prospectus, when taken together with the Pricing Disclosure Package, did not, and at the Closing Time Date 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 the each such Company Additional Written Communication and each such Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Company by any Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representative consists of the Underwriter Information.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Time 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 contained in the Pricing Disclosure PackagePreliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representative Representatives and included in Schedule B Annex I hereto or any electronic road show or other written communications reviewed and consented to by the Representative Representatives and listed on Schedule B Annex II hereto (each acollectively, “Company Additional Written Communication”). Each such Company Additional Written Communication, when taken together with the Pricing Disclosure Package, did not, and at the Closing Time Date 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 the Company Additional Written Communication based upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representative Representatives consists of the Underwriter Informationinformation described as such in Section 8 hereof.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Time 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 contained in the Pricing General Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representative Representatives and included in listed on Schedule B hereto or any electronic road show or other written communications reviewed and consented to by the Representative Representatives and listed on Schedule B C hereto (each communication listed in Schedule B hereto and Schedule C hereto a, “Company Additional Written Communication”). Each such Company Additional Written Communication, when taken together with the Pricing General Disclosure Package, did not, and at the Closing Time 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 the Company Additional Written Communication Communications based upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representative Representatives consists of the Underwriter Information.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Time and the completion of the Underwriters’ distribution of the SecuritiesShares, any offering material in connection with the offering and sale of the Securities Shares other than the Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representative and included in Schedule B hereto or any electronic road show or other written communications reviewed and consented to by the Representative and listed on Schedule B hereto (each a, “Company Additional Written Communication”). Each such Company Additional Written Communication, when taken together with the Pricing Disclosure Package, did not, and at the Closing Time 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 (A) statements in or omissions from the Company Additional Written Communication based upon and in conformity with written information furnished to the Company by any Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representative consists of the Underwriter Information or (B) statements in or omission from the Company Additional Written Communication based upon and in conformity with written information furnished to the Company by any Selling Shareholder specifically for use therein, it being understood and agreed that the only such information furnished by any Selling Shareholder consists of such Selling Shareholder’s Selling Shareholder Information.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Time 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 contained in the Pricing General Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representative Representatives and included in listed on Schedule B hereto or any electronic road show or other written communications reviewed and consented to by the Representative Representatives and listed on Schedule B C hereto (each aeach, a “Company Additional Written Communication”). Each such Company Additional Written Communication, when taken together with the Pricing Disclosure Package, did notnot as of the Applicable Time, and at the Closing Time 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 the each such Company Additional Written Communication based upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representative Representatives consists of the Underwriter Information.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to before the later of the Closing Time Date and the completion of the Underwriters’ distribution of the SecuritiesShares, any offering material in connection with the offering and sale of the Securities Shares other than the Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representative and included in Schedule B III hereto or any electronic road show or other written communications reviewed and consented to by the Representative and listed on Schedule B III hereto (each a, “Company Additional Written Communication”). Each such Company Additional Written Communication, when taken together with the Pricing Disclosure Package, did not, and at the Closing Time Date 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 the Company Additional Written Communication based upon and in conformity with written information furnished to the Company by any Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representative consists of the Underwriter Information.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to before the later of the Closing Time Date and the completion of the Underwriters’ distribution of the SecuritiesShares, any offering material in connection with the offering and sale of the Securities Shares other than the Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representative Underwriters and included in Schedule B II hereto or any electronic road show or other written communications reviewed and consented to by the Representative Underwriters and listed on Schedule B II hereto (each a, “Company Additional Written Communication”). Each such Company Additional Written Communication, when taken together with the Pricing Disclosure Package, did not, and at the Closing Time Date 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 the Company Additional Written Communication based upon and in conformity with written information furnished to the Company by any Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representative consists of the Underwriter Information.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Time and the completion of the Underwriters’ distribution of the SecuritiesShares, any offering material in connection with the offering and sale of the Securities Shares other than the Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representative Representatives and included in Schedule B hereto or any electronic road show or other written communications reviewed and consented to by the Representative Representatives and listed on Schedule B hereto (each a, “Company Additional Written Communication”). Each such Company Additional Written Communication, when taken together with the Pricing Disclosure Package, did not, and at the Closing Time 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 the Company Additional Written Communication based upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representative Representatives consists of the Underwriter Information.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to before the later of the Closing Time Date and the completion of the Underwriters’ distribution of the SecuritiesShares, any offering material in connection with the offering and sale of the Securities Shares other than the Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representative and included in Schedule B III hereto or any electronic road show or other written communications reviewed and consented to by the Representative and listed on Schedule B IV hereto (each a, “Company Additional Written Communication”). Each such Company Additional Written Communication, when taken together with the Pricing Disclosure Package, did not, and at the Closing Time Date 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 the Company Additional Written Communication based upon and in conformity with written information furnished to the Company by any Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representative consists of the Underwriter Information.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Time 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 contained in the Pricing Disclosure PackagePreliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representative Representatives and included in Schedule B Annex I hereto or any electronic road show or other written communications reviewed and consented to by the Representative Representatives and listed on Schedule B Annex II hereto (each acollectively, “Company Additional Written Communication”). Each such Company Additional Written CommunicationCommunication and each such Issuer Free Writing Prospectus, when taken together with the Pricing Disclosure Package, did not, and at the Closing Time Date 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 the each such Company Additional Written Communication and each such Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representative Representatives consists of the Underwriter Informationinformation described as such in Section 8(b) hereof.

Distribution of Offering Material By the Company. The and the Guarantor. Neither the Company nor the Guarantor has not distributed and will not distribute, prior to the later of the Closing Time 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 contained in the Pricing Disclosure PackagePreliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representative Representatives and included in Schedule B Annex I hereto or any electronic road show or other written communications reviewed and consented to by the Representative Representatives and listed on Schedule B Annex II hereto (each a, “Company Additional Written Communication”). Each such Company Additional Written Communication, when taken together with the Pricing Disclosure Package, did not, and at the Closing Time Date 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 the Company Additional Written Communication based upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representative Representatives consists of the Underwriter Informationinformation described as such in Section 8 hereof.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Time 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 contained in the Pricing Disclosure PackagePreliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representative Representatives and included in Schedule B Annex I hereto or any electronic road show or other written communications reviewed and consented to by the Representative Representatives and listed on Schedule B Annex II hereto (each a, “Company Additional Written Communication”). Each such Company Additional Written Communication, when taken together with the Pricing Disclosure Package, did not, and at the Closing Time Date 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 the Company Additional Written Communication based upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representative Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter through the Representative Representatives consists of the Underwriter Informationinformation described as such in Section 8(b) hereof.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Time 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 contained in the Pricing Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representative and included in Schedule B hereto or any electronic road show or other written communications reviewed and consented to by the Representative and listed on Schedule B hereto (each a, “Company Additional Written Communication”). Each such Company Additional Written Communication, when taken together with the Pricing Disclosure Package, did not, and at the Closing Time 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 the Company Additional Written Communication based upon and in conformity with written information furnished to the Company by any Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representative consists of the Underwriter Information.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Time Date and the completion of the Underwriters’ Underwriter’s distribution of the SecuritiesShares, any offering material in connection with the offering and sale of the Securities Shares other than the Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representative Underwriter and included in Schedule B I hereto or any electronic road show or other written communications reviewed and consented to by the Representative Underwriter and listed on Schedule B I hereto (each a, “Company Additional Written Communication”). Each such Company Additional Written Communication, when taken together with the Pricing Disclosure Package, did not, and at the Closing Time Date 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 the Company Additional Written Communication based upon and in conformity with written information furnished to the Company by any the Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by any the Underwriter through the Representative consists of the Underwriter Information.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Time 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 contained in the Pricing Disclosure PackagePreliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representative and Representatives or included in Schedule B C-1 hereto or the Registration Statement or any electronic road show or other written communications reviewed and consented to by the Representative Representatives and listed on Schedule B C-2 hereto (each acollectively, “Company Additional Written Communication”). Each such Company Additional Written Communication, when taken together with the Pricing Disclosure Package, did not, and at the Closing Time Date 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 the Company Additional Written Communication based upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representative Representatives consists of the Underwriter Informationinformation described as such in Section 8 hereof.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Time Date and the completion of the Underwriters’ distribution of the SecuritiesShares, any offering material in connection with the offering and sale of the Securities Shares other than the Registration Statement, the Pricing Disclosure Package, the preliminary prospectus contained in the Pricing Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representative Representatives and included in Schedule Annex B hereto or any electronic road show or other written communications reviewed and consented to by the Representative Representatives and listed on Schedule B Annex C hereto (each a, a “Company Additional Written Communication”). Each such Company Additional Written Communication, when taken together with the Pricing Disclosure Package, did not, and at the Closing Time Date 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 the Company Additional Written Communication based upon and in conformity with written information furnished in writing or confirmed in writing to the Company by any Underwriter through the Representative Representatives specifically for use therein, it being understood and agreed that the only such information so furnished or confirmed by any Underwriter through the Representative Representatives consists of the Underwriter Information.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Time 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 contained in the Pricing Disclosure PackagePreliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representative Underwriters and included in Schedule B Annex I hereto or any electronic road show or other written communications reviewed and consented to by the Representative Underwriters and listed on Schedule B Annex II hereto (each a, “Company Additional Written Communication”). Each such Company Additional Written Communication, when taken together with the Pricing Disclosure Package, did not, and at the Closing Time Date 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 the Company Additional Written Communication based upon and in conformity with written information furnished to the Company in writing by any either Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representative consists of the Underwriter Informationinformation described as such in Section 8 hereof.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Time Date and the completion of the Underwriters’ distribution of the SecuritiesNotes (such completion being evidenced by a written notice from the Representatives to the Company that shall be delivered upon such completion), any offering material in connection with the offering and sale of the Securities Notes other than the Registration Statement, the preliminary prospectus contained in the Pricing Disclosure PackagePreliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representative Representatives and included in Schedule B Annex I hereto or any electronic road show or other written communications reviewed and consented to by the Representative Representatives and listed on Schedule B Annex II hereto (each a, “Company Additional Written Communication”). Each such Company Additional Written Communication, when taken together with the Pricing Disclosure Package, did not, and at the Closing Time Date 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 the Company Additional Written Communication based upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representative Representatives consists of the Underwriter Informationinformation described as such in Section 8 hereof.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Time 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 contained in the Pricing Disclosure PackagePreliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representative Representatives and included in Schedule B Annex I hereto or any electronic road show or other written communications reviewed and consented to by the Representative Representatives and listed on Schedule B Annex II hereto (each acollectively, “Company Additional Written Communication”). Each such Company Additional Written Communication, when taken together with the Pricing Disclosure Package, did not, and at the Closing Time Date 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 the Company Additional Written Communication based upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representative Representatives consists of the Underwriter Informationinformation described as such in Section 8(b) hereof.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Time Date and the completion of the Underwriters’ distribution of the SecuritiesShares, any offering material in connection with the offering and sale of the Securities Shares other than the Registration Statement, the Pricing Prospectus, the preliminary prospectus contained in the Pricing Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representative Representatives and included in Schedule B Annex CB hereto or any electronic road show or other written communications reviewed and consented to by the Representative Representatives and listed on Schedule B Annex D hereto (each a, “Company Additional Written Communication”). Each such Company Additional Written Communication, when taken together with the Pricing Disclosure Package, did not, and at the Closing Time Date 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 the Company Additional Written Communication based upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representative Representatives consists of the Underwriter Information.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to before the later of the Closing Time Date and the completion of the Underwriters’ distribution of the SecuritiesShares, any offering material in connection with the offering and sale of the Securities Shares other than the Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representative Representatives and included in Schedule B III hereto or any electronic road show or other written communications reviewed and consented to by the Representative Representatives and listed on Schedule B III hereto (each a, “Company Additional Written Communication”). Each such Company Additional Written Communication, when taken together with the Pricing Disclosure Package, did not, and at the Closing Time Date 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 the Company Additional Written Communication based upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representative Representatives consists of the Underwriter Information.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the each Closing Time Date and the completion of the Underwriters’ distribution of the Offered Securities, any offering material in connection with the offering and sale of the Offered Securities other than the Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Packagesupplement dated June 17, 2015, the Final Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representative Representatives and included in Schedule B A-1 hereto or any electronic road show or other written communications reviewed and consented to by the Representative and listed on Schedule B A-2 hereto (each a, “Company Additional Written Communication”). Each such Company Additional Written Communication, when taken together with the Pricing General Disclosure Package, did not, and at the each Closing Time Date will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, 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 the Company Additional Written Communication based in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representative consists of the Underwriter Informationinformation described as such in Section 8(b) hereof.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Time and the completion of the Underwriters’ distribution of the SecuritiesNotes, any offering material in connection with the offering and sale of the Securities Notes that would constitute an Issuer Free Writing Prospectus required to be filed with the Commission pursuant to Rule 433 or retained by the Company under Rule 433 other than the Registration Statement, the preliminary prospectus contained in the Pricing General Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representative Representatives and included in listed on Schedule B hereto or any electronic road show or other written communications reviewed and consented to by the Representative Representatives and listed on Schedule B C hereto (each a, “Company Additional Written Communication”). Each such Company Additional Written Communication, when taken together with the Pricing Disclosure Package, did not, and at the Closing Time Date 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 the Company Additional Written Communication based upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representative Representatives consists of the Underwriter Information.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Time and the completion of the Underwriters’ distribution of the SecuritiesNotes, any offering material in connection with the offering and sale of the Securities Notes that would constitute an Issuer Free Writing Prospectus required to be filed with the Commission pursuant to Rule 433 or retained by the Company under Rule 433 other than the Registration Statement, the preliminary prospectus contained in the Pricing General Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representative Representatives and included in listed on Schedule B hereto or any electronic road show or other written communications reviewed and consented to by the Representative Representatives and listed on Schedule B C hereto (each a, “Company Additional Written Communication”). Each such Company Additional Written Communication, when taken together with the Pricing Disclosure Package, did not, and at the Closing Time 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 the Company Additional Written Communication based upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representative Representatives consists of the Underwriter Information.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Time Date and the completion of the Underwriters’ distribution of the SecuritiesShares, any offering material in connection with the offering and sale of the Securities Shares other than the Registration Statement, the Pricing Prospectus, the preliminary prospectus contained in the Pricing Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representative Representatives and included in Schedule Annex B hereto or any electronic road show or other written communications reviewed and consented to by the Representative Representatives and listed on Schedule B Annex C hereto (each a, “Company Additional Written Communication”). Each such Company Additional Written Communication, when taken together with the Pricing Disclosure Package, did not, and at the Closing Time Date 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 the Company Additional Written Communication based upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representative Representatives consists of the Underwriter Information.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Time Date and the completion of the Underwriters’ distribution of the SecuritiesShares, any offering material in connection with the offering and sale of the Securities Shares other than the Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representative Underwriters and included in Schedule B II hereto or any electronic road show or other written communications reviewed and consented to by the Representative Underwriters and listed on Schedule B III hereto (each a, “Company Additional Written Communication”). Each such Company Additional Written Communication, when taken together with the Pricing Disclosure Package, did not, and at the Closing Time Date 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 the Company Additional Written Communication based upon and in conformity with written information furnished to the Company by any Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representative consists of the Underwriter Information.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the each Closing Time Date and the completion of the Underwriters’ distribution of the Offered Securities, any offering material in connection with the offering and sale of the Offered Securities other than the Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Packagesupplement dated February 17, 2016, the Final Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representative and included in Schedule B A-1 hereto or any electronic road show or other written communications reviewed and consented to by the Representative and listed on Schedule B A-2 hereto (each aeach, a “Company Additional Written Communication”). Each such Company Additional Written Communication, when taken together with the Pricing General Disclosure Package, did not, and at the each Closing Time Date will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, 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 the Company Additional Written Communication based in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representative consists of the Underwriter Informationinformation described as such in Section 8(b) hereof.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Time and the completion of the UnderwritersPlacement Agents’ distribution of the SecuritiesShares, any offering material in connection with the offering and sale of the Securities Shares other than the Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representative and included in Schedule B hereto or any electronic road show or other written communications reviewed and consented to by the Representative and listed on Schedule B hereto (each a, “Company Additional Written Communication”). Each such Company Additional Written Communication, when taken together with the Pricing Disclosure Package, did not, and at the Closing Time 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 the Company Additional Written Communication based upon and in conformity with written information furnished to the Company by any Underwriter Placement Agent through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter Placement Agent through the Representative consists of the Underwriter Placement Agent Information.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Time 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 contained in the Pricing Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representative and included in Schedule B hereto or any electronic road show or other written communications reviewed and consented to by the Representative and listed on Schedule B hereto (each a, “"Company Additional Written Communication”"). Each such Company Additional Written Communication, when taken together with the Pricing Disclosure Package, did not, and at the Closing Time 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 the Company Additional Written Communication based upon and in conformity with written information furnished to the Company by any Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representative consists of the Underwriter Information.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Time Date and the completion of the Underwriters’ distribution of the SecuritiesShares, any offering material in connection with the offering and sale of the Securities Shares other than the Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representative Underwriters and included in Schedule B III hereto or any electronic road show or other written communications reviewed and consented to by the Representative Underwriters and listed on Schedule B IV hereto (each a, “Company Additional Written Communication”). Each such Company Additional Written Communication, when taken together with the Pricing Disclosure Package, did not, and at the Closing Time Date 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 the Company Additional Written Communication based upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Underwriters specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representative Underwriters consists of the Underwriter Information.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Time Date and the completion of the Underwriters’ distribution of the SecuritiesNotes, any offering material in connection with that constitutes or may constitute an offer to sell or a solicitation of an offer to buy the offering and sale of the Securities Notes other than the Registration Statement, the preliminary prospectus contained in the Pricing Disclosure PackagePreliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representative Representatives and included in Schedule B Annex I hereto or any electronic road show or other written communications reviewed and consented to by the Representative Representatives and listed on Schedule B included in Xxxxx XX hereto or other written communications included in Xxxxx XXX hereto (each acommunication included in Xxxxx XX and Xxxxx XXX, a “Company Additional Written Communication”). Each such Company Additional Written Communication, when taken together with the Pricing Disclosure Package, did not, and at the Closing Time Date 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 the Company Additional Written Communication based upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representative Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter through the Representative Representatives consists of the Underwriter Informationinformation described as such in Section 8(b) hereof.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Time 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 contained in the Pricing General Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representative and included in Schedule B hereto or any electronic road show or other written communications reviewed and consented to by the Representative and listed on Schedule B hereto (each a, “Company Additional Written Communication”). Each such Company Additional Written Communication, when taken together with the Pricing General Disclosure Package, did not, and at the Closing Time 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 the Company Additional Written Communication based upon and in conformity with written information furnished to the Company by any Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representative consists of the Underwriter Information.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Time 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 contained in the Pricing Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representative and included in Schedule B II hereto or any electronic road show or other written communications reviewed and consented to by the Representative and listed on Schedule B II hereto (each a, “Company Additional Written Communication”). Each such Company Additional Written Communication, when taken together with the Pricing Disclosure Package, did not, and at the Closing Time 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 the Company Additional Written Communication based upon and in conformity with written information furnished to the Company by any Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representative consists of the Underwriter Information.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Time 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 contained in the Pricing Disclosure PackagePreliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representative Representatives and included in Schedule B Annex I hereto or any electronic road show or other written communications reviewed and consented to by the Representative Representatives and listed on Schedule B Annex II hereto (each acollectively, “Company Additional Written Communication”). Each such Company Additional Written CommunicationCommunication and each such Issuer Free Writing Prospectus, when taken together with the Pricing Disclosure Package, did not, and at the Closing Time Date 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 the each such Company Additional Written Communication and each such Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Company by any Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representative consists of the Underwriter Information.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Time 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 (i) the Registration Statement, (ii) the preliminary prospectus contained in the Pricing Disclosure PackagePreliminary Prospectus, (iii) the Prospectus, (iv) any Issuer Free Writing Prospectus reviewed and consented to by the Representative Representatives and included in Schedule B Annex I hereto or (v) any electronic road show or other written communications reviewed and consented to by the Representative Representatives and listed on Schedule B Annex II hereto (each a, “Company Additional Written Communication”). Each such Company Additional Written Communication, when taken together with the Pricing Disclosure Package, did not, and at the Closing Time Date 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 the Company Additional Written Communication based upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representative Representatives consists of the Underwriter Informationinformation described as such in Section 8 hereof.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to before the later of the Closing Time Date and the completion of the Underwriters’ distribution of the SecuritiesShares, any offering material in connection with the offering and sale of the Securities Shares other than the Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representative Representatives and included in Schedule B III hereto or any electronic road show or other written communications reviewed and consented to by the Representative Representatives and listed on Schedule B IV hereto (each a, “Company Additional Written Communication”). Each such Company Additional Written Communication, when taken together with the Pricing Disclosure Package, did not, and at the Closing Time Date 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 the Company Additional Written Communication based upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representative Representatives consists of the Underwriter Information.

Distribution of Offering Material By the Company. The Neither the Company has not nor the Guarantors have distributed and or will not distribute, prior to the later of the Closing Time 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 (i) the Registration StatementPreliminary Prospectus, the preliminary prospectus contained in the Pricing Disclosure Package, (ii) the Prospectus, (iii) any Issuer Free Writing Prospectus reviewed and consented to by the Representative Representatives and included in Schedule B hereto Annex I hereto, (iv) the Registration Statement or (v) any electronic road show or other written communications reviewed and consented to by the Representative Representatives and listed on Schedule B included in Annex II hereto (each acollectively, “Company Additional Written Communication”). Each such Company Additional Written Communication, when taken together with the Pricing Disclosure Package, did not, and at the Closing Time Date will not, contain any untrue statement of a material mate- rial 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 ; provided that this representation, warranty and agreement shall not apply to statements in or omissions from the each such Company Additional Written Communication based made in reliance upon and in conformity with written information furnished to the Company in writing by any Underwriter through the Representative specifically Representatives expressly for use thereinin any Company Additional Written Communication, it being understood and agreed that the only such information furnished by any Underwriter through the Representative Representatives consists of the Underwriter Informationinformation described as such in Section 8 hereof.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Time 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 contained in the Pricing General Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representative and included in Schedule B II hereto or any electronic road show or other written communications reviewed and consented to by the Representative and listed on Schedule B II hereto (each a, “Company Additional Written Communication”). Each such Company Additional Written Communication, when taken together with the Pricing General Disclosure Package, did not, and at the Closing Time Date 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 the Company Additional Written Communication based upon and in conformity with written information furnished to the Company by any Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representative consists of the Underwriter Information.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to the later of the Closing Time Date and the completion of the Underwriters’ distribution of the SecuritiesShares, any offering material in connection with the offering and sale of the Securities Shares other than the Registration Statement, the preliminary prospectus contained in the Pricing Disclosure PackagePreliminary Prospectus, the Prospectus, the Registration Statement, any Issuer Free Writing Prospectus reviewed and consented to by the Representative Representatives and included in Schedule B Annex I hereto or any electronic road show show, presentation or other written communications reviewed and consented to by the Representative Representatives and listed on Schedule B Annex III hereto (each aeach, a “Company Additional Written Communication”). Each such Company Additional Written Communication, when taken together with the Pricing Disclosure Package, did not, and at the Closing Time Date 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 the Company Additional Written Communication based upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representative Representatives consists of the Underwriter Informationinformation described as such in Section 5(b) hereof.

Distribution of Offering Material By the Company. The Company has not distributed and will not distribute, prior to distribute during the later of the Closing Time and the completion of the Underwriters’ distribution of the SecuritiesProspectus Delivery Period (as defined below), any offering material in connection with the offering and sale of the Securities Shares other than the Registration Statement, any preliminary prospectus, the preliminary prospectus contained in the Pricing Disclosure PackageTime of Sale Prospectus, the Prospectus, any Issuer Free Writing Prospectus reviewed and consented to by the Representative and included in Schedule B hereto Managers or any electronic road show or other written communications reviewed and consented to by the Representative and listed on Schedule B hereto Managers (each aeach, a “Company Additional Written Communication”), provided that this restriction will not restrict the Company from making any filings with the Commission under the Exchange Act after the Closing Date insofar as they are required to be made under such Act. Each such Company Additional Written Communication, when taken together with the Pricing Disclosure PackageTime of Sale Prospectus, did not, and at the Closing Time Date 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 the Company Additional Written Communication based upon and in conformity with written information furnished to the Company by any Underwriter through the Representative Managers specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representative Managers consists of the Underwriter Informationinformation described as such in Section 8 hereof.