Common use of Issuer Free Writing Prospectuses Clause in Contracts

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering of Securities under this Agreement or until any earlier date that the Company notified or notifies the Representatives as described in the next sentence, does not and will not include any information that conflicts or will conflict in any material respect with the information contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts or would conflict in any material respect with the information contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule B, when taken together with the Pricing Disclosure Package, does not, and at the Closing 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 light of the circumstances under which they were made, not misleading. The foregoing three sentences do not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering of Securities under this Agreement Closing Date or until any earlier date that the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus, the Company has promptly notified or will promptly notify the Representatives and has promptly amended or supplemented or will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule B, when taken together with the Pricing Disclosure Package, does did not, and at the Closing 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 foregoing three sentences do not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of the Offered Securities under this Agreement or until any earlier date that the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate Prospectus, if republished immediately following such event or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bdevelopment, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Company has promptly notified or will promptly notify the Representatives and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing three sentences do first sentence of this paragraph (f) does not apply to statements in or omissions from any Issuer Free Writing Prospectus based in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of the Offered Securities under this Agreement or until any earlier date that the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate Prospectus, if republished immediately following such event or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bdevelopment, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Company has promptly notified or will promptly notify the Representatives and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing three sentences do first sentence of this paragraph does not apply to statements in or omissions from any Issuer Free Writing Prospectus based in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b8(c) hereof.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of Securities under this Agreement the Shares or until any earlier date that the Company notified or notifies the Representatives as described in the next sentencethat such Issuer Free Writing Prospectus may no longer be used, did not, does not and will not include any information that conflicts or will conflict in any material respect with the information contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts or would conflict in any material respect with the information contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule B, when taken together with the Pricing Disclosure Package, does not, and at the Closing 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 light of the circumstances under which they were made, not misleading. The foregoing three sentences do sentence does not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives Representative(s) specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b3(c) hereof. If at any time following the issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the Shares or included or would include an untrue statement of material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the Company has promptly notified or will promptly notify the Representatives and has promptly amended or will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of Securities under this Agreement the Shares or until any earlier date that the Company notified or notifies the Representatives Placement Agents as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate Prospectus, if republished immediately following such event or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bdevelopment, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Company has promptly notified or will promptly notify the Placement Agents and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing three two sentences do not apply to statements in or omissions from any Issuer Free Writing Prospectus based in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives Placement Agents specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter the Placement Agents consists of the information described as such in Section 8(b) hereof.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of the Offered Securities under this Agreement or until any earlier date that the Company notified or notifies the Representatives Representative as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement that has not been superseded or the Prospectusmodified. If at any time following the issuance of an Issuer Free Writing Prospectus and through and including the time when a prospectus relating to the Offered Securities is (or but for the exemption in Rule 172 would be) required to be delivered under the Act by any Underwriter or dealer, there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate Prospectus, if republished immediately following such event or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bdevelopment, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The foregoing three sentences do not apply to statements in , (i) the Company has promptly notified or omissions from any will promptly notify the Representative and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use thereineliminate or correct such conflict, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereofuntrue statement or omission.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of the Securities under this Agreement or until any earlier date that the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate Prospectus, if republished immediately following such event or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bdevelopment, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Company has promptly notified or will promptly notify the Representatives and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing three sentences do first sentence of this clause (g) does not apply to statements in or omissions from any Issuer Free Writing Prospectus based in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of the Offered Securities under this Agreement or until any earlier date that the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate Prospectus, if republished immediately following such event or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bdevelopment, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Company has promptly notified or will promptly notify the Representatives and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing three sentences do first sentence of this paragraph does not apply to statements in or omissions from any Issuer Free Writing Prospectus based made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b10(b) hereof.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of the Offered Securities under this Agreement or until any earlier date that the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate Prospectus, if republished immediately following such event or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bdevelopment, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Company has promptly notified or will promptly notify the Representatives and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing three sentences do first sentence of this Section 2(i)(e) does not apply to statements in or omissions from any Issuer Free Writing Prospectus based in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b8(c) hereof.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of the Offered Securities under this Agreement or until any earlier date that the Company notified or notifies the Representatives Credit Suisse as described in the next second succeeding sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement. The preceding sentence does not apply to statements in or omissions from any Issuer Free Writing Prospectus in reliance upon and in conformity with written information furnished to the Company by Credit Suisse specifically for use therein, it being understood and agreed that the Pricing Disclosure Package or only such information furnished by Credit Suisse consists of the Prospectusinformation described as such in Section 8(b) hereof. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate Prospectus, if republished immediately following such event or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bdevelopment, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The foregoing three sentences do not apply to statements in , (i) the Company has promptly notified or omissions from any will promptly notify Credit Suisse and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use thereineliminate or correct such conflict, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereofuntrue statement or omission.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of the Securities under this Agreement or until any earlier date that the Company or the Issuer notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate Prospectus, if republished immediately following such event or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bdevelopment, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Company and the Issuer have promptly notified or will promptly notify the Representatives and (ii) the Company and the Issuer have promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing three two sentences do not apply to statements in or omissions from any Issuer Free Writing Prospectus based in reliance upon and in conformity with written information furnished to the Company or the Issuer by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b‎9(a) hereof. Each Issuer Free Writing Prospectus, when it was filed with the Commission, conformed in all material respects to the requirements of the Exchange Act and the applicable Rules and Regulations.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of the Offered Securities under this Agreement or until any earlier date that the Company notified or notifies the Representatives Representative as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus and prior to any Closing Date there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate Prospectus, if republished immediately following such event or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bdevelopment, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Company has promptly notified or will promptly notify the Representative and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing three two sentences do not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b8(c) hereof.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, if any, conformed or will conform in all material respects to the requirements of the Securities Act on the date of first use, and the Company has complied or will comply with any filing requirements applicable to such Issuer Free Writing Prospectus pursuant to the Securities Act. Each Issuer Free Writing Prospectus, if any, when considered together with the Disclosure Package, as of its issue date and at all subsequent times through the completion of the offering of Securities under this Agreement or until any earlier date that the Company notified or notifies the Representatives as described in the next sentenceProspectus Delivery Period did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts or would conflict in any material respect with the information contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Representatives including any document incorporated by reference therein and will promptly amend any prospectus supplement deemed to be a part thereof that has not been superseded or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate modified; or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule B, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any includes an untrue statement of a material fact or omitted or would 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 madeprevailing at the subsequent time, not misleading. The foregoing three sentences do not apply ; provided, that the Company makes no representation or warranty with respect to statements in or omissions from any Issuer Free Writing Prospectus based upon in reliance upon, and in conformity with with, written information furnished to the Company by any Underwriter through the Representatives Placement Agent specifically for use inclusion therein, it being understood and agreed that which information the only such information furnished by any Underwriter consists of parties hereto agree is limited to the information described as such in Section 8(b) hereofPlacement Agent Information.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of the Offered Securities under this Agreement or until any earlier date that the Company notified or notifies the Representatives Underwriter as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus and prior to any Closing Date there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate Prospectus, if republished immediately following such event or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bdevelopment, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Company has promptly notified or will promptly notify the Underwriter and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing three two sentences do not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Company by any the Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any the Underwriter consists of the information described as such in Section 8(b8(c) hereof.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of the Offered Securities under this Agreement or until any earlier date that the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate Prospectus, if republished immediately following such event or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bdevelopment, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Company has promptly notified or will promptly notify the Representatives and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing three sentences do sentence does not apply to statements in or omissions from any Issuer Free Writing Prospectus based in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering of Securities under this Agreement or until any earlier date that the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus, the Company has promptly notified or will promptly notify the Representatives and has promptly amended or supplemented or will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule BProspectus, when taken together with the Pricing Disclosure Package, does did not, and at the Closing 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 foregoing three sentences do not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b) hereof.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of the Offered Securities under this Agreement or until any earlier date that the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate Prospectus, if republished immediately following such event or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bdevelopment, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Company has promptly notified or will promptly notify the Representatives and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing three two sentences do not apply to statements in or omissions from any Issuer Free Writing Prospectus based in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by (a) any Underwriter consists of the information described as such in Section 8(b8(c) hereofhereof or (b) any Selling Stockholder specifically for use therein, it being understood and agreed that the only such information furnished by such Selling Stockholder is the Selling Stockholder Information.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of the Offered Securities under this Agreement or until any earlier date that the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate Prospectus, if republished immediately following such event or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bdevelopment, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Company has promptly notified or will promptly notify the Representatives and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing three sentences do first sentence of this paragraph does not apply to statements in or omissions from any Issuer Free Writing Prospectus based in reliance upon and in conformity with (i) written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information is that described as such in Section 8(b8(c) hereof, or (ii) the Selling Stockholder Information.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of the Offered Securities under this Agreement or until any earlier date that the Company notified or notifies the Representatives Barclays as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate Prospectus, if republished immediately following such event or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bdevelopment, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Company has promptly notified or will promptly notify the Underwriter and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing three sentences do first sentence of this clause (g) does not apply to statements in or omissions from any Issuer Free Writing Prospectus based in reliance upon and in conformity with written information furnished to the Company by any the Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any the Underwriter consists of the information described as such in Section 8(b) hereof.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of the Offered Securities under this Agreement or until any earlier date that the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following the issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate Prospectus, if republished immediately following such event or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bdevelopment, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Company has promptly notified or will promptly notify the Representatives and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing three sentences do This provision does not apply to statements in or omissions from any Issuer Free Writing Prospectus such document based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such is that specified in Section 8(b8(c) hereof.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of the Offered Securities under this Agreement or until any earlier date that the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus and prior to the Closing Date there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate Prospectus, if republished immediately following such event or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bdevelopment, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Company has promptly notified or will promptly notify the Representatives and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing three sentences do This subsection (f) does not apply to statements in or omissions from any Issuer Free Writing Prospectus based in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of Securities under this Agreement the Offered Shares or until any earlier date that the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts or would conflict in any material respect with the information contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule B, when taken together with the Pricing Disclosure Package, does not, and at the Closing 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 light of the circumstances under which they were made, not misleading. The foregoing three sentences do preceding sentence does not apply to statements in or omissions from in any Issuer Free Writing Prospectus based such document made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information then contained in the Registration Statement or as a result of which such Issuer Free Writing Prospectus, if republished immediately following such event or development, would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Company has promptly notified or will promptly notify the Representatives and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering of Securities under this Agreement or until any earlier date that the Company notified or notifies the Representatives Representative as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus, the Company has promptly notified or will promptly notify the Representatives Representative and has promptly amended or supplemented or will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule BProspectus, when taken together with the Pricing Disclosure Package, does did not, and at the Closing 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 foregoing three sentences do not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representative consists of the information described as such in Section 8(b) hereof.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of the Offered Securities under this Agreement or until any earlier date that the Company notified or notifies the Representatives Representative as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict with, in any material respect with respect, the information then contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict with, in any material respect with respect, the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate Prospectus, if republished immediately following such event or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bdevelopment, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Company has promptly notified or will promptly notify the Representative and (ii) the Company has promptly amended or supplemented or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing three preceding two sentences do not apply to statements in or omissions from any Issuer Free Writing Prospectus based in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of the Offered Securities under this Agreement or until any earlier date that the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate Prospectus, if republished immediately following such event or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bdevelopment, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Company has promptly notified or will promptly notify the Representatives and (ii) the Company has promptly amended or supplemented or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing three sentences do first sentence of this paragraph does not apply to statements in or omissions from any Issuer Free Writing Prospectus based in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b8(c) hereof.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of the Offered Securities under this Agreement or until any earlier date that the Company notified or notifies the Representatives Representative as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate Prospectus, if republished immediately following such event or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bdevelopment, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Company has promptly notified or will promptly notify the Representative and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing three sentences do This subsection (f) does not apply to statements in or omissions from any Issuer Free Writing Prospectus based in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of the Offered Securities under this Agreement or until any earlier date that the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate Prospectus, if republished immediately following such event or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bdevelopment, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (A) the Company has promptly notified or will promptly notify the Representatives and (B) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing three two sentences do not apply to statements in or omissions from any Issuer Free Writing Prospectus based in reliance upon and in conformity with written information furnished to the Company by any Underwriter through though the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b8(c) hereof.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of the Offered Securities under this Agreement or until any earlier date that the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate Prospectus, if republished immediately following such event or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bdevelopment, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Company has promptly notified or will promptly notify the Representatives and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing three sentences do This subsection (f) does not apply to statements in or omissions from any Issuer Free Writing Prospectus based in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of the Offered Securities under this Agreement or until any earlier date that the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate Prospectus, if republished immediately following such event or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bdevelopment, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Company has promptly notified or will promptly notify the Representatives and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing three two sentences do not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Company by any Underwriter through the their Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b8(c) hereof.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of the Securities under this Agreement or until any earlier date that the Company notified or notifies the Representatives Underwriter as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package or the ProspectusStatements. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statements or the Prospectus, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate Prospectus, if republished immediately following such event or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bdevelopment, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Company has promptly notified or will promptly notify the Underwriter and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing three sentences do This representation and warranty in its entirety does not apply to statements in or omissions from any Statutory Prospectus or any Issuer Free Writing Prospectus based in reliance upon and in conformity with written information furnished to the Company (i) by any or on behalf of the Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any or on behalf of the Underwriter consists of the information described as such in Section 8(c) hereof and (ii) by or on behalf of any Selling Stockholder, it being understood and agreed that the only such information is that described as such in Section 8(b) hereof.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of the Offered Securities under this Agreement or until any earlier date that the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement. The preceding sentence does not apply to statements in or omissions from any Issuer Free Writing Prospectus included in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the Pricing Disclosure Package or the Prospectusonly such information is that described as such in Section 8(b) hereof. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate Prospectus, if republished immediately following such event or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bdevelopment, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The foregoing three sentences do not apply to statements in , (i) the Company has promptly notified or omissions from any will promptly notify the Representatives and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use thereineliminate or correct such conflict, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereofuntrue statement or omission.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of the Offered Securities under this Agreement or until any earlier date that the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate Prospectus, if republished immediately following such event or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bdevelopment, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Company has promptly notified or will promptly notify the Representatives and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing three two sentences do not apply to statements in or omissions from any Issuer Free Writing Prospectus based in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b8(c) hereof. Each Issuer Free Writing Prospectus, when it was filed with the Commission, conformed in all material respects to the requirements of the Exchange Act and the applicable Rules and Regulations.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of the Offered Securities under this Agreement or until any earlier date that the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate Prospectus, if republished immediately following such event or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bdevelopment, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Company has promptly notified or will promptly notify the Representatives and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing three sentences do preceding sentence does not apply to statements in or omissions from any Issuer Free Writing Prospectus based made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereofherein.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of the Offered Securities under this Agreement or until any earlier date that the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate Prospectus, if republished immediately following such event or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bdevelopment, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Company will promptly notify the Representatives and (ii) the Company will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing three sentences do first sentence of this paragraph (f) does not apply to (i) statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b10(c) hereofhereof or (ii) the Selling Shareholder Information.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering of Securities under this Agreement Offering or until any earlier date that the Company notified or notifies the Representatives Underwriter as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate Prospectus, if republished immediately following such event or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bdevelopment, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, (i) the Company has promptly notified or will promptly notify the Underwriter and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing three sentences do This subsection (d) does not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Company by any or on behalf the Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any the Underwriter consists of the information described as such in Section 8(b) 11 hereof.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of the Offered Securities under this Agreement or until any earlier date that the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate Prospectus, if republished immediately following such event or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bdevelopment, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Company has promptly notified or will promptly notify the Representatives and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing three sentences do This subsection (e) does not apply to statements in or omissions from any Issuer Free Writing Prospectus based in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of the Offered Securities under this Agreement or until any earlier date that the Company notified or notifies the Representatives Representative as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule B, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Company has promptly notified or will promptly notify the Representative and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing three sentences do first sentence of this paragraph (v) does not apply to statements in or omissions from any Issuer Free Writing Prospectus based in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b8(c) hereof.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of the Offered Securities under this Agreement or until any earlier date that the Company notified or notifies the Representatives Underwriter as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate Prospectus, if republished immediately following such event or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bdevelopment, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Company has promptly notified or will promptly notify the Underwriter and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing three sentences do first sentence of this Section 2(a)(v) does not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Company by any the Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b8(c) hereof.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of the Offered Securities under this Agreement or until any earlier date that the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate Prospectus, if republished immediately following such event or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bdevelopment, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Company has promptly notified or will promptly notify the Representatives and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing three sentences do first sentence of this Section 2(g) does not apply to statements in or omissions from any Issuer Free Writing Prospectus based made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b10(b) hereof.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of the Offered Securities under this Agreement or until any earlier date that the Company notified or notifies the Representatives Xxxxxxx, Xxxxx & Co. as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate Prospectus, if republished immediately following such event or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bdevelopment, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Company has promptly notified or will promptly notify Xxxxxxx, Sachs & Co. and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing three two sentences do not apply to statements in or omissions from any Statutory Prospectus or any Issuer Free Writing Prospectus based in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives Underwriter, if any, specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering of Securities under this Agreement or until any earlier date that the Company notified or notifies the Representatives Prospectus Delivery Period (as described in the next sentencedefined below), does not and will not include any information that conflicts or will conflict in any material respect with the information contained in the Registration Statement, . The foregoing sentence does not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with the Pricing Disclosure Package or the ProspectusUnderwriters’ Information. If at any time following the issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information contained in the Registration StatementStatement relating to the Shares or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, the Pricing Disclosure Package or the Prospectusin light of such circumstances, not misleading, the Company has promptly notified or will promptly notify the Representatives and has promptly amended or will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission. Any Issuer Free Writing Prospectus not identified on Schedule B, when taken together with the Pricing Disclosure Package, This subsection (f) does not, and at the Closing 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 light of the circumstances under which they were made, not misleading. The foregoing three sentences do not apply to statements in or omissions from any Issuer Free Writing Prospectus based in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8(b) hereofUnderwriters’ Information.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of the Offered Securities under this Agreement or until any earlier date that the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Final Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate Prospectus, if republished immediately following such event or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bdevelopment, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Company has promptly notified or will promptly notify the Representatives and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission; and no order preventing or suspending the use of any Issuer Free Writing Prospectus has been issued by the Commission and no proceeding for that purpose has been initiated or threatened by the Commission. The foregoing three preceding two sentences do not apply to statements in or omissions from any Issuer Free Writing Prospectus based in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b8(c) hereof.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of the Offered Securities under this Agreement or until any earlier date that the Company notified or notifies the Representatives Representative as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus and prior to the Closing Date there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate Prospectus, if republished immediately following such event or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bdevelopment, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Company has promptly notified or will promptly notify the Representative and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing three sentences do This subsection (f) does not apply to statements in or omissions from any Issuer Free Writing Prospectus based in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of the Offered Securities under this Agreement or until any earlier date that the Company Partnership notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package including any document incorporated therein by reference and any prospectus supplement deemed to be a part thereof that has not been superseded or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts or would conflict in any material respect with the information contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule B, when taken together with the Pricing Disclosure Package, does not, and at the Closing 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 light of the circumstances under which they were made, not misleadingmodified. The foregoing three sentences do sentence does not apply to statements in or omissions from any Issuer Free Writing Prospectus based made in reliance upon and in conformity with written information furnished in writing to the Company Partnership by any Underwriter through the Representatives specifically for use inclusion therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof. If at any time following the issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information then contained in the Registration Statement or as a result of which such Issuer Free Writing Prospectus, if republished immediately following such event or development, would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Partnership has promptly notified or will promptly notify the Representatives and (ii) the Partnership has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, if any, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of Securities under this Agreement the Shares or until any earlier date that the Company notified or notifies the Representatives Underwriters as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus and prior to the Closing Date there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate Prospectus, if republished immediately following such event or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bdevelopment, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Company has promptly notified or will promptly notify the Underwriters and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing three sentences do preceding sentence does not apply to statements in or omissions from any Issuer Free Writing Prospectus based made in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8(b) hereof.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of the Offered Securities under this Agreement or until any earlier date that the Company notified or notifies the Representatives Underwriter as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate Prospectus, if republished immediately following such event or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bdevelopment, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Company has promptly notified or will promptly notify the Underwriter and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing three sentences do preceding sentence does not apply to statements in or omissions from any Issuer Free Writing Prospectus based made in reliance upon and in conformity with written information furnished to the Company by any or on behalf of the Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any the Underwriter consists of the information described as such in Section 8(b) hereof.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of the Offered Securities under this Agreement or until any earlier date that the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate Prospectus, if republished immediately following such event or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bdevelopment, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Company has promptly notified or will promptly notify the Representatives and (ii) the Company has promptly amended or supplemented or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing three sentences do sentence does not apply to statements in or omissions from any Issuer Free Writing Prospectus based in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of the Offered Securities under this Agreement or until any earlier date that the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate Prospectus, if republished immediately following such event or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bdevelopment, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Company has promptly notified or will promptly notify the Representatives and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing three two sentences do not apply to statements in or omissions from any Statutory Prospectus or any Issuer Free Writing Prospectus based in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering of Securities under this Agreement any Settlement Date or until any earlier date that the Company notified or notifies the Representatives Agent as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate Prospectus, if republished immediately following such event or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bdevelopment, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Company has promptly notified or will promptly notify the Agent and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing three sentences do representations and warranties contained in this Section 5(c) shall not apply to statements in or omissions from any each Issuer Free Writing Prospectus based made in reliance upon and or in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically Agent expressly for use therein, it being understood and agreed that as of the date hereof the only such information furnished by any Underwriter the Agent consists of the information described as such in Section 8(b) hereof11(b).

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, Prospectus as of its issue date and at all subsequent times through the completion of the offering of Securities under this Agreement or until any earlier date that the Company notified or notifies the Representatives Representative as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts or would conflict in any material respect conflicted with the information contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus, the Company will has promptly notify notified the Representatives Representative and will has promptly amend amended or supplementsupplemented, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule BC, when taken together with the Pricing Disclosure PackagePackage as of the Applicable Time, does did not, and at the Closing 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 foregoing three sentences do not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b7(b) hereof.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering of Securities under this Agreement or until any earlier date that the Company notified or notifies the Representatives as described in the next sentencedate, does not and will not include any information that conflicts or will conflict in any material respect with the information contained in the Registration Statement, the Pricing Disclosure Package or the ProspectusProspectus that has not been superseded or modified. If at any time following issuance of an Issuer Free Writing Prospectus the date hereof there occurred or occurs an event or development as a result of which such any Issuer Free Writing Prospectus conflicts Prospectus, as then amended or supplemented, would conflict in any material respect with the information contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule BB-1, when taken together with the Pricing Disclosure Package, does did not, as of the Applicable Time and at the Closing 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 foregoing three sentences do not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b7(b) hereof.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of the Offered Securities under this Agreement or until any earlier date that the Company notified or notifies the Representatives Citigroup as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus and prior to the Closing Date there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate Prospectus, if republished immediately following such event or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bdevelopment, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Company has promptly notified or will promptly notify Citigroup and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing three sentences do first sentence of this paragraph does not apply to statements in or omissions from any Issuer Free Writing Prospectus based made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of the Offered Securities under this Agreement or until any earlier date that the Company notified or notifies the Representatives Credit Suisse as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate Prospectus, if republished immediately following such event or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bdevelopment, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Company has promptly notified or will promptly notify Credit Suisse and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing three two sentences do not apply to statements in or omissions from any Issuer Free Writing Prospectus based in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b8(c) hereof.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering of Securities under this Agreement or until any earlier date that the Company notified or notifies the Representatives Prospectus Delivery Period (as described in the next sentencedefined below), does not and will not include any information that conflicts or will conflict in any material respect with the information contained in the Registration Statement, . The foregoing sentence does not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with the Pricing Disclosure Package or the ProspectusUnderwriters’ Information. If at any time following the issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information contained in the Registration StatementStatement relating to the Securities or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in light of the Pricing Disclosure Package or the Prospectuscircumstances prevailing at that subsequent time, not misleading, the Company has promptly notified or will promptly notify the Representatives Representative and has promptly amended or will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission. Any Issuer Free Writing Prospectus not identified on Schedule B, when taken together with the Pricing Disclosure Package, This subsection (f) does not, and at the Closing 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 light of the circumstances under which they were made, not misleading. The foregoing three sentences do not apply to statements in or omissions from any Issuer Free Writing Prospectus based in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives Representative specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8(b) hereofUnderwriters’ Information.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of the Securities under this Agreement or until any earlier date that the Company notified or notifies the Representatives Underwriters as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate Prospectus, if republished immediately following such event or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bdevelopment, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Company has promptly notified or will promptly notify the Underwriters and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing three sentences do This representation and warranty in its entirety does not apply to statements in or omissions from any Statutory Prospectus or any Issuer Free Writing Prospectus based in reliance upon and in conformity with written information furnished to the Company by any Underwriter or on behalf of the Underwriters through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter or on behalf of the Underwriters consists of the information described as such in Section 8(b) hereof.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of the Offered Securities under this Agreement or until any earlier date that the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus and prior to the Closing Date there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate Prospectus, if republished immediately following such event or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bdevelopment, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Company has promptly notified or will promptly notify the Representatives and (ii) the Company has promptly amended or supplemented or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing three sentences do first sentence of this paragraph does not apply to statements in or omissions from any Issuer Free Writing Prospectus based in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described Information (as such defined in Section 8(b) hereof8.(b)).

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of the Offered Securities under this Agreement or until any earlier date that the Company notified or notifies the Representatives Underwiter as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate Prospectus, if republished immediately following such event or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bdevelopment, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Company has promptly notified or will promptly notify the Underwriter and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing three sentences do first sentence of this paragraph does not apply to statements in or omissions from any Issuer Free Writing Prospectus based in reliance upon and in conformity with written information furnished to the Company by any the Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any the Underwriter consists of the information described as such in Section 8(b8(c) hereof.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of the Offered Securities under this Agreement or until any earlier date that the Company notified or notifies each of the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus and prior to any Closing Date there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate Prospectus, if republished immediately following such event or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bdevelopment, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Company has promptly notified or will promptly notify each of the Representatives and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing three two sentences do not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b8(c) hereof.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of the Offered Securities under this Agreement or until any earlier date that the Company notified or notifies Credit Suisse Securities (USA) LLC (“Credit Suisse”), Barclays Capital Inc. (“Barclays”) and RBC Capital Markets, LLC (“RBC” and, together with Credit Suisse and Barclays, the Representatives “Representatives”) as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate Prospectus, if republished immediately following such event or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bdevelopment, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Company has promptly notified or will promptly notify the Representatives and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing three sentences do first sentence of this clause (g) does not apply to statements in or omissions from any Issuer Free Writing Prospectus based in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of the Offered Securities under this Agreement or until any earlier date that the Company notified or notifies the Representatives Credit Suisse as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate Prospectus, if republished immediately following such event or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bdevelopment, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Company has promptly notified or will promptly notify Credit Suisse and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing three two sentences do not apply to statements in or omissions from any Issuer Free Writing Prospectus based in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives Credit Suisse specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b8(c) hereof. Each Issuer Free Writing Prospectus, when it was filed with the Commission, conformed in all material respects to the requirements of the Exchange Act and the applicable Rules and Regulations.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of the Offered Securities under this Agreement or until any earlier date that the Company Selling Shareholders notified or notifies notify the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate Prospectus, if republished immediately following such event or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bdevelopment, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Selling Shareholders have promptly notified or will promptly notify the Company and the Representatives and (ii) the Selling Shareholders have promptly provided or will provide the Company with all necessary information to eliminate or correct such conflict, untrue statement or omission. The foregoing three sentences do not apply Notwithstanding anything to the contrary, with respect to each Selling Shareholder, this subsection (f) applies only to statements in or omissions from any Issuer Free Writing Prospectus based that are made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereofSelling Shareholder Information.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of the Securities under this Agreement or until any earlier date that the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate Prospectus, if republished immediately following such event or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bdevelopment, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Company has promptly notified or will promptly notify the Representatives and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing three two sentences do not apply to statements in or omissions from any Issuer Free Writing Prospectus based in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of the Offered Securities under this Agreement or until any earlier date that the Company notified or notifies the Representatives Representative as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate Prospectus, if republished immediately following such event or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bdevelopment, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (A) the Company has promptly notified or will promptly notify the Representative and (B) the Company has promptly amended or supplemented or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission; and no order preventing or suspending the use of any Issuer Free Writing Prospectus has been issued by the Commission and no proceeding for that purpose has been initiated or threatened by the Commission. The foregoing three preceding two sentences do not apply to statements in or omissions from any Issuer Free Writing Prospectus based Prospectuses in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b8(c) hereof.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of Securities under this Agreement the Units or until any earlier date that the Company notified or notifies the Representatives Placement Agent as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate Prospectus, if republished immediately following such event or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bdevelopment, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Company will promptly notify the Placement Agent and (ii) the Company will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing three two sentences do not apply to statements in or omissions from any Issuer Free Writing Prospectus based in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives Placement Agent specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter the Placement Agent consists of the information described as such in Section 8(b) hereof.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of Securities under this Agreement the Units or until any earlier date that the Company notified or notifies the Representatives Placement Agent as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate Prospectus, if republished immediately following such event or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bdevelopment, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Company has promptly notified or will promptly notify the Placement Agent and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing three two sentences do not apply to statements in or omissions from any Issuer Free Writing Prospectus based in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives Placement Agent specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter the Placement Agent consists of the information described as such in Section 8(b) hereof.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of the Offered Securities under this Agreement or until any earlier date that the Company notified or notifies the Representatives Credit Suisse as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate Prospectus, if republished immediately following such event or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bdevelopment, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Company has promptly notified or will promptly notify Credit Suisse and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing three sentences do first sentence of this paragraph (f) does not apply to statements in or omissions from any Issuer Free Writing Prospectus based in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of the Offered Securities under this Agreement or until any earlier date that the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate Prospectus, if republished immediately following such event or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bdevelopment, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, (a) the Company has promptly notified or will promptly notify the Representatives and (b) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing three sentences do first sentence of this Section 2(a)(vi) does not apply to statements in or omissions from any Issuer Free Writing Prospectus based made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b8(c) hereof.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of the Offered Securities under this Agreement or until any earlier date that the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate Prospectus, if republished immediately following such event or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bdevelopment, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Company has promptly notified or will promptly notify the Representatives and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing three sentences do This subsection (h) does not apply to statements in or omissions from any Issuer Free Writing Prospectus based in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of the Offered Securities under this Agreement or until any earlier date that the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate Prospectus, if republished immediately following such event or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bdevelopment, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Company has promptly notified or will promptly notify the Representatives and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing three preceding two sentences do not apply to statements in or omissions from any Issuer Free Writing Prospectus based in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b8(c) hereof.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of the Offered Securities under this Agreement or until any earlier date that the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus and prior to the Closing Date there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate Prospectus, if republished immediately following such event or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bdevelopment, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Company has promptly notified or will promptly notify the Representatives and (ii) the Company has promptly amended or supplemented or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing three sentences do first sentence of this paragraph does not apply to statements in or omissions from any Issuer Free Writing Prospectus based in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described Information (as such defined in Section 8(b) hereof)).

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of the Offered Securities under this Agreement or until any earlier date that the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted conflicts or will conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Final Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate Prospectus, if republished immediately following such event or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bdevelopment, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (A) the Company has promptly notified or will promptly notify the Representatives and (B) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission; and no order preventing or suspending the use of any Issuer Free Writing Prospectus has been issued by the Commission and no proceeding for that purpose has been initiated or threatened by the Commission. The foregoing three preceding two sentences do not apply to statements in or omissions from any Issuer Free Writing Prospectus based in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b8(c) hereof.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of the Offered Securities under this Agreement or until any earlier date that the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate Prospectus, if republished immediately following such event or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bdevelopment, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Company has promptly notified or will promptly notify the Representatives and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing three sentences do first sentence of this paragraph does not apply to statements in or omissions from any Issuer Free Writing Prospectus based made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b10(c) hereof.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of the Offered Securities under this Agreement or until any earlier date that the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate Prospectus, if republished immediately following such event or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bdevelopment, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Company has promptly notified or will promptly notify the Representatives and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing three sentences do first sentence of this paragraph does not apply to statements in or omissions from any Issuer Free Writing Prospectus based in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information is that described as such in Section 8(b) hereof.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of the Securities under this Agreement or until any earlier date that the Company or the Issuer notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate Prospectus, if republished immediately following such event or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bdevelopment, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Company and the Issuer have promptly notified or will promptly notify the Representatives and (ii) the Company and the Issuer have promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing three two sentences do not apply to statements in or omissions from any Issuer Free Writing Prospectus based in reliance upon and in conformity with written information furnished to the Company or the Issuer by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b9(a) hereof. Each Issuer Free Writing Prospectus, when it was filed with the Commission, conformed in all material respects to the requirements of the Exchange Act and the applicable Rules and Regulations.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering of Securities under this Agreement or until any earlier date that the Company notified or notifies the Representatives Prospectus Delivery Period (as described in the next sentencedefined below), does not and will not include any information that conflicts or will conflict in any material respect with the information contained in the Registration Statement, . The foregoing sentence does not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with the Pricing Disclosure Package or the ProspectusUnderwriters’ Information. If at any time following the issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information contained in the Registration StatementStatement relating to the Shares or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in light of the Pricing Disclosure Package or the Prospectuscircumstances prevailing at that subsequent time, not misleading, the Company has promptly notified or will promptly notify the Representatives Representative and has promptly amended or will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission. Any Issuer Free Writing Prospectus not identified on Schedule B, when taken together with the Pricing Disclosure Package, This subsection (f) does not, and at the Closing 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 light of the circumstances under which they were made, not misleading. The foregoing three sentences do not apply to statements in or omissions from any Issuer Free Writing Prospectus based in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives Representative specifically for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8(b) hereofUnderwriters’ Information.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of the Offered Securities under this Agreement or until any earlier date that the Company notified or notifies the Representatives Underwriters as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate Prospectus, if republished immediately following such event or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bdevelopment, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Company has promptly notified or will promptly notify the Underwriters and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing three sentences do first sentence of this clause (g) does not apply to statements in or omissions from any Issuer Free Writing Prospectus based in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives Underwriters specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter the Underwriters consists of the information described as such in Section 8(b) hereof.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of Securities under this Agreement the Notes or until any earlier date that the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate Prospectus, if republished immediately following such event or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bdevelopment, when taken considered together with the Pricing General Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, (i) the Company will promptly notify the Representatives and (ii) the Company will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing three sentences do first sentence of this paragraph (f) does not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of the Offered Securities under this Agreement or until any earlier date that the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate Prospectus, if republished immediately following such event or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bdevelopment, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Company has promptly notified or will promptly notify the Representatives and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing three sentences do first sentence of this paragraph does not apply to statements in or omissions from any Issuer Free Writing Prospectus based in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of the Offered Securities under this Agreement or until any earlier date that the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus Prospectus, but prior to the ending of the period during which a prospectus relating to the Offered Securities is (or but for the exemption in Rule 172 would be) required to be delivered under the Act by any Underwriter or dealer, there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate Prospectus, if republished immediately following such event or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bdevelopment, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Company has promptly notified or will promptly notify the Representatives and (ii) the Company has promptly amended or supplemented or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing three sentences do final sentence of this paragraph does not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information is that described as such in Section 8(b) hereof.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of the Offered Securities under this Agreement or until any earlier date that the Company notified or notifies the Representatives Credit Suisse Securities (USA) LLC (“Credit Suisse”) as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate Prospectus, if republished immediately following such event or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bdevelopment, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Company has promptly notified or will promptly notify Credit Suisse and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing three sentences do first sentence of this Section 2(a)(v) does not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b8(c) hereof.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of the Securities under this Agreement or until any earlier date that the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate Prospectus, if republished immediately following such event or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bdevelopment, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Company has promptly notified or will promptly notify the Representatives and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing three two sentences do not apply to statements in or omissions from any Issuer Free Writing Prospectus based in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b9(a) hereof. Each Issuer Free Writing Prospectus, when it was filed with the Commission, conformed in all material respects to the requirements of the Exchange Act and the applicable Rules and Regulations.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of Securities under this Agreement the Units or until any earlier date that the Company Partnership notified or notifies the Representatives Representatives, as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate Prospectus, if republished immediately following such event or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bdevelopment, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The foregoing three sentences do not apply to statements in , (i) the Partnership has promptly notified or omissions from any will promptly notify the Representatives and (ii) the Partnership has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus based upon to eliminate or correct such conflict, untrue statement or omission. Except for the Free Writing Prospectuses identified on Schedule B and in conformity with written information electronic road shows, if any, each furnished to you before first use, the Company by Partnership has not prepared, used or referred to, and will not, without your prior consent, prepare, use or refer to, any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereofFree Writing Prospectuses.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of the Offered Securities under this Agreement or until any earlier date that the Company notified or notifies Credit Suisse Securities (USA) LLC (“Credit Suisse”), Barclays Capital Inc. (“Barclays”) and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (together with Credit Suisse and Barclays, the Representatives “Representatives”) as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate Prospectus, if republished immediately following such event or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bdevelopment, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Company has promptly notified or will promptly notify the Representatives and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing three sentences do first sentence of this clause (g) does not apply to statements in or omissions from any Issuer Free Writing Prospectus based in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, if any, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of the Offered Securities under this Agreement or until any earlier date that the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus and prior to the Closing Date there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate Prospectus, if republished immediately following such event or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bdevelopment, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Company has promptly notified or will promptly notify the Representatives and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing three sentences do preceding sentence does not apply to statements in or omissions from any Issuer Free Writing Prospectus based made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of the Offered Securities under this Agreement or until any earlier date that the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus and prior to the Closing Date there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate Prospectus, if republished immediately following such event or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bdevelopment, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Company has promptly notified or will promptly notify the Representatives and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing three sentences do This subsection ‎(g) does not apply to statements in or omissions from any Issuer Free Writing Prospectus based in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b‎8(b) hereof.

Issuer Free Writing Prospectuses. Each No Issuer Free Writing Prospectus, Prospectus as of its issue date and at all subsequent times through the completion of the offering of Securities under this Agreement Closing Time or until any earlier date that the Company notified or notifies the Representatives as described in the next sentence, does not and will not include any information that sentence conflicts or will conflict in any material respect with the information contained in the Registration Statement, the Pricing Disclosure Package any preliminary prospectus or the Prospectus, including any document incorporated by reference therein, that has not been superseded or modified. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information contained in the Registration Statement, the Pricing General Disclosure Package or the Prospectus, the Company has promptly notified or will promptly notify the Representatives and has promptly amended or supplemented or will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule B, when taken together with the Pricing Disclosure Package, does not, and at the Closing 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 light of the circumstances under which they were made, not misleading. The foregoing three two sentences do not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as Underwriter Information. Any offer that is a written communication relating to the Notes made prior to the initial filing of the Registration Statement by the Company or any person acting on its behalf (within the meaning, for this paragraph only, of paragraph (c) of Rule 163 of the 1933 Act Regulations (“Rule 163(c)”)) has been filed with the Commission in accordance with the exemption provided by Rule 163(c) and otherwise complied with the requirements of Rule 163, including, without limitation, the legending requirement, to qualify such in offer for the exemption from Section 8(b5(c) hereofof the 1933 Act provided by Rule 163(c).

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of the Offered Securities under this Agreement or until any earlier date that the Company notified or notifies the Representatives Xxxxxxx Xxxxx and Stifel as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate Prospectus, if republished immediately following such event or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bdevelopment, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Company has promptly notified or will promptly notify Xxxxxxx Xxxxx and Xxxxxx and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing three sentences do first sentence of this paragraph does not apply to statements in or omissions from any Statutory Prospectus or any Issuer Free Writing Prospectus based made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of the Offered Securities under this Agreement or until any earlier date that the Company notified or notifies the Representatives Representative as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate Prospectus, if republished immediately following such event or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bdevelopment, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Company has promptly notified or will promptly notify the Representative and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing three sentences do This subsection (h) does not apply to statements in or omissions from any Issuer Free Writing Prospectus based in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof. (i) Testing-the-Waters Communication. Since the date of the Company’s initial public offering, the Company (a) has not alone engaged in any Testing-the-Waters Communication and (b) has not authorized anyone to engage in Testing-the-Waters Communications. The Company has not distributed any Written Testing-the-Waters Communication.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering of Securities Stock under this Agreement or until any earlier date that the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus, the Company has promptly notified or will promptly notify the Representatives and has promptly amended or supplemented or will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule B, when taken together with the Pricing Disclosure Package, does did not, and at the Closing 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 foregoing three sentences do not apply to statements in or omissions from any Issuer Free Writing Prospectus based made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering of Securities under this Agreement Closing Date or until any earlier date that the Company Issuer notified or notifies notify the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus and prior to the Closing Date there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate Prospectus, if republished immediately following such event or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bdevelopment, would, when taken considered together with the Pricing rest of the General Disclosure Package, does not, and at the Closing Date will not, contain any include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The foregoing three sentences do not apply to statements in , (i) the Issuer has promptly notified or omissions from any will promptly notify the Representatives and (ii) the Issuer has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use thereineliminate or correct such conflict, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereofuntrue statement or omission.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of the Offered Securities under this Agreement or until any earlier date that the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate Prospectus, if republished immediately following such event or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bdevelopment, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Company has promptly notified or will promptly notify the Representatives and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing three sentences do first sentence of this Section 2(a)(v) does not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b8(c) hereof.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of the Offered Securities under this Agreement or until any earlier date that the Company notified or notifies the Representatives Underwriter as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate Prospectus, if republished immediately following such event or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bdevelopment, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Company has promptly notified or will promptly notify the Underwriter and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing three two sentences do not apply to statements in or omissions from any Issuer Free Writing Prospectus based in reliance upon and in conformity with written information furnished to the Company by any the Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any the Underwriter consists of the information described as such in Section 8(b) hereof.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of the Offered Securities under this Agreement or until any earlier date that the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate Prospectus, if republished immediately following such event or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bdevelopment, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Company has promptly notified or will promptly notify the Representatives and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing three sentences do first sentence of this Section 2(e) does not apply to statements in or omissions from any Issuer Free Writing Prospectus based made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of the Offered Securities under this Agreement or until any earlier date that the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate Prospectus, if republished immediately following such event or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bdevelopment, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Company has promptly notified or will promptly notify the Representatives and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing three sentences do This subsection (h) does not apply to statements in or omissions from any Issuer Free Writing Prospectus based in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof. (i) Testing-the-Waters Communication. Since the date of the Company’s initial public offering, the Company (a) has not alone engaged in any Testing-the-Waters Communication and (b) has not authorized anyone to engage in Testing-the-Waters Communications. The Company has not distributed any Written Testing-the-Waters Communication.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering of Securities under this Agreement or until any earlier date that the Company notified or notifies the Representatives Prospectus Delivery Period (as described in the next sentencedefined below), does not and will not include any information that conflicts or will conflict in any material respect with the information contained in the Registration Statement, . The foregoing sentence does not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with the Pricing Disclosure Package or the ProspectusUnderwriters’ Information. If at any time following the issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information contained in the Registration StatementStatement relating to the Shares or included or would include an untrue statement of material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in light of the Pricing Disclosure Package or the Prospectuscircumstances prevailing at that subsequent time, not misleading, the Company has promptly notified or will promptly notify the Representatives and has promptly amended or will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission. Any Issuer Free Writing Prospectus not identified on Schedule B, when taken together with the Pricing Disclosure Package, This subsection (f) does not, and at the Closing 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 light of the circumstances under which they were made, not misleading. The foregoing three sentences do not apply to statements in or omissions from any omissions from any Issuer Free Writing Prospectus based in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically any Representative for use therein, it being understood and agreed that the only such information furnished by or on behalf of any Underwriter consists of the information described as such in Section 8(b) hereofUnderwriters’ Information.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of the Offered Securities under this Agreement or until any earlier date that the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate Prospectus, if republished immediately following such event or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bdevelopment, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Company has promptly notified or will promptly notify the Representatives and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing three sentences do This subsection (g) does not apply to statements in or omissions from any Issuer Free Writing Prospectus such document based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information is that described as such in Section 8(b) hereof.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of the Offered Securities under this Agreement or until any earlier date that the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate Prospectus, if republished immediately following such event or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bdevelopment, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Company has promptly notified or will promptly notify the Representatives and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing three sentences do first sentence of this paragraph does not apply to statements in or omissions from any Issuer Free Writing Prospectus based in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information is that described as such in Section 8(b8(c) hereof.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of the Offered Securities under this Agreement or until any earlier date that the Company notified or notifies the Representatives as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate Prospectus, if republished immediately following such event or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bdevelopment, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (A) the Company has promptly notified or will promptly notify the Representatives and (B) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing three sentences do This statement does not apply to statements in or omissions from any Issuer Free Writing Prospectus such document based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such is that specified in Section 8(b8(c) hereof.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering of Securities under this Agreement or until any earlier date that the Company notified or notifies the Representatives as described in the next sentence, Prospectus does not and will not include any information that conflicts or will conflict in any material respect with the information contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts or would conflict in any material respect with the information contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule B, when taken together with the Pricing Disclosure Package, does not, and at the Closing 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 light of the circumstances under which they were made, not misleading. The foregoing three sentences do sentence does not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b3(c) hereof. If at any time following the issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the Shares or included or would include an untrue statement of material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances prevailing at that subsequent time, not misleading, the Company has promptly notified or will promptly notify the Representatives and has promptly amended or will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement, or omission.