Common use of No Material Misstatement or Omission Clause in Contracts

No Material Misstatement or Omission. (i) The Time of Sale Document, as of the date thereof and at all times subsequent thereto up to the Closing Date, did not, does not and will not contain any untrue statement of a material fact, or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (ii) the Final Offering Memorandum, at the time of each sale of the Notes and at the Closing Date, as of the date thereof, did not and will not, contain any untrue statement of a material fact, or omitted or will omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) each such Company Additional Written Communication (as defined below), when taken together with the Time of Sale Document, 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 to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, in each case, that the representations and warranties set forth in this Section 4(c) do not apply to statements or omissions made in reliance upon and in conformity with information relating to the Initial Purchaser and furnished to the Company in writing by the Initial Purchaser expressly for use in the Preliminary Offering Memorandum, the Time of Sale Documents or the Final Offering Memorandum or any amendment or supplement thereto, it being understood and agreed that the only such information furnished by the Initial Purchaser to the Company consists of the information described in Section 12 hereof. No injunction or order has been issued that either (i) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Notes or the use of the Time of Sale Document, the Final Offering Memorandum or any amendment or supplement thereto, in any jurisdiction. No statement of material fact included in the Final Offering Memorandum has been omitted from the Time of Sale Document and no statement of material fact included in the Time of Sale Document that is required to be included in the Final Offering Memorandum has been omitted therefrom.

No Material Misstatement or Omission. On the Effective Date, the Registration Statement did or will, and when the Final Prospectus is first filed in accordance with Rule 424(b) and on the Closing Date (ias defined herein) The Time of Sale Documentand on any Option Closing Date (as defined herein) the Final Prospectus (and any supplement thereto) will, as comply in all material respects with the applicable requirements of the date thereof Act and the Exchange Act and the respective rules thereunder; on the Effective Date and at all times subsequent thereto up to the Closing DateExecution Time, the Registration Statement did not, does not and or will not contain any untrue statement of a material fact, fact or omitted or omits omit to state a any material fact required to be stated therein or necessary in order to make the statements thereintherein not misleading; and, in on the light Effective Date, the Base Prospectus, if not filed pursuant to Rule 424(b), will not, and on the date of any filing pursuant to Rule 424(b) and on the circumstances under which they were made, not misleading Closing Date and (ii) the Final Offering Memorandum, at the time of each sale of the Notes and at the on any Option Closing Date, as of the date thereof, did not and Final Prospectus (together with any supplement thereto) will not, contain any untrue statement of a material fact, or omitted or will omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) each such Company Additional Written Communication (as defined below), when taken together with the Time of Sale Document, did not, and, at the Closing Date, will not contain include 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; provided, except, in each casehowever, that the TCP Parties make no representations and or warranties set forth as to the information contained in this Section 4(cor omitted from the Registration Statement or the Final Prospectus (or any supplement thereto) do not apply to statements or omissions made in reliance upon and in conformity with information relating furnished in writing to the Initial Purchaser and furnished to the Company in writing Partnership by the Initial Purchaser expressly or on behalf of any Underwriter through Citigroup Global Markets Inc. specifically for use inclusion in the Preliminary Offering Memorandum, the Time of Sale Documents Registration Statement or the Final Offering Memorandum Prospectus (or any amendment or supplement thereto, it being understood and agreed that ). Each of the only such information furnished statements made by the Initial Purchaser Partnership in such documents within the coverage of Rule 175(b) under the Act, including (but not limited to) any statements with respect to the Company consists anticipated ratio of taxable income to distributions, was made or will be made with a reasonable basis and in good faith. The Incorporated Documents heretofore filed with the information described Commission, when they were filed, conformed in Section 12 hereof. No injunction or order has been issued that either (i) asserts that any of the Transactions is subject all material respects to the registration requirements of the Securities Exchange Act or (ii) would prevent or suspend the issuance or sale of any and did not, as of the Notes time each such document was filed, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the use statements made, in the light of the Time circumstances under which they were made, not misleading. Any further Incorporated Documents so filed will, when they are filed, conform in all material respects to the requirements of Sale Documentthe Exchange Act and will not, as of the Final Offering Memorandum time each such document is filed, contain an untrue statement of a material fact or any amendment or supplement theretoomit to state a material fact necessary in order to make the statements made, in any jurisdiction. No statement the light of material fact included in the Final Offering Memorandum has been omitted from the Time of Sale Document and no statement of material fact included in the Time of Sale Document that is required to be included in the Final Offering Memorandum has been omitted therefromcircumstances under which they were made, not misleading.

No Material Misstatement or Omission. (i) The Time of Sale Document, as of the date thereof and at all times subsequent thereto up to the Closing DateApplicable Time, did not, does not and will not contain include any untrue statement of a material fact, fact or omitted or omits omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and misleading, (ii) the Final Offering Memorandum, at the time of each sale of the Notes and at the Closing Date, as of the date thereof, did not and will not, contain and, at the First Closing Date and each applicable Option Closing Date, will not include any untrue statement of a material fact, fact or omitted or will omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) each such Company Additional Written Communication (as defined below)does not conflict with the information contained in the Time of Sale Document or the Final Offering Memorandum, and when taken together with the Time of Sale Document, did not, and, at the First Closing Date and each applicable Option Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, except in each case, case that the representations and warranties set forth in this Section 4(c) paragraph do not apply to statements or omissions made in reliance upon and in conformity with information relating to the Initial Purchaser Purchasers and furnished to the Company in writing by the Initial Purchaser Purchasers through the Representatives expressly for use in the Preliminary Offering Memorandum, the Time of Sale Documents Document or the Final Offering Memorandum or any amendment or supplement thereto, it being understood and agreed that the only such information furnished by the Initial Purchaser to the Company consists of the information described as set forth in Section 12 hereof9(b). No injunction or order has been issued that either (i) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Notes Securities or the use of the Time of Sale Document, Document or the Final Offering Memorandum or any amendment or supplement thereto, in any jurisdiction. No statement of material fact included in the Final Offering Memorandum has been omitted from the Time of Sale Document , and no statement proceeding for either such purpose has commenced or is pending or, to the knowledge of material fact included in the Time of Sale Document that Company, is required to be included in the Final Offering Memorandum has been omitted therefromcontemplated.

No Material Misstatement or Omission. (iThe Prospectus when filed complied and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act. Each of the Registration Statement, any Rule 462(b) The Time Registration Statement, the Prospectus and any post-effective amendments or supplements thereto, at the time it became effective or its date, as applicable, and as of Sale Documenteach of the Settlement Dates, if any, complied in all material respects with the Securities Act and did not and, as of the date thereof and at all times subsequent thereto up to the Closing each Settlement Date, if any, did not, does not and will not contain any untrue statement of a material fact, fact or omitted or omits omit to state a material fact required to be stated therein, or with respect to the Prospectus, necessary to make the statements therein, therein in the light of the circumstances under which they were made, not misleading and (ii) the Final Offering Memorandummisleading. The Prospectus, at the time of each sale of the Notes and at the Closing Dateas amended or supplemented, as of the date thereofits date, did not and will not, contain any untrue statement as of a material fact, or omitted or will omit to state a material fact necessary to make the statements therein, in the light each of the circumstances under which they were madeSettlement Dates, not misleading and (iii) each such Company Additional Written Communication (as defined below), when taken together with the Time of Sale Document, did not, and, at the Closing Dateif any, 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, except, in each case, that the . The representations and warranties set forth in this Section 4(c) the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to the Initial Purchaser and Agent furnished to the Company in writing by the Initial Purchaser Agent expressly for use in the Preliminary Offering Memorandum, the Time of Sale Documents therein. There are no contracts or the Final Offering Memorandum or any amendment or supplement thereto, it being understood and agreed that the only such information furnished by the Initial Purchaser to the Company consists of the information described in Section 12 hereof. No injunction or order has been issued that either (i) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Notes or the use of the Time of Sale Document, the Final Offering Memorandum or any amendment or supplement thereto, in any jurisdiction. No statement of material fact included in the Final Offering Memorandum has been omitted from the Time of Sale Document and no statement of material fact included in the Time of Sale Document that is other documents required to be included described in the Final Offering Memorandum has Prospectus or to be filed as exhibits to the Registration Statement which have not been omitted therefromdescribed or filed as required.

No Material Misstatement or Omission. The Issuer hereby represents and warrants that (i) The Time of Sale Document, as of the date thereof and at all times subsequent thereto up to the Closing Date, Form 10-K did not, does not and will not contain any untrue statement of a material fact, or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (ii) the Final Offering Memorandum, at the time of each sale of the Notes and at the Closing Date, as of the date thereof, did not and will not, contain any untrue statement of a material fact, or omitted or will omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) each such Company Additional Written Communication (as defined below), when taken together with the Time of Sale Document, 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 to make the statements therein, in the light of the circumstances under which they were made, not misleading, except(ii) the Quarterly Reports did not, as of the date of each report, contain any untrue statement of a material fact, or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) the Public Disclosure, taken as a whole, did not, as of the date filed with the Commission, 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 and (iv) each case, that of the representations Form 10-K and warranties set forth the Quarterly Reports conformed in this Section 4(c) do not apply to statements or omissions made in reliance upon and in conformity with information relating all material respects to the Initial Purchaser requirements of the Exchange Act when they were filed with the Commission. 9 (b) The Transaction Documents. Each of the Obligors has all necessary power and furnished authority to execute and deliver the Transaction Documents to which it is or will become a party and to perform its respective obligations thereunder. Each Transaction Document has been duly authorized by each of the Obligors party thereto and, when executed and delivered by the Obligors party thereto (assuming the due authorization, execution and delivery by the other parties thereto), each such Transaction Document, to the Company in writing by extent applicable, will constitute a legal, valid and binding agreement of the Initial Purchaser expressly for use in the Preliminary Offering Memorandum, the Time of Sale Documents or the Final Offering Memorandum or any amendment or supplement Obligors party thereto, it being understood enforceable against such Obligors in accordance with its terms, except as the enforceability hereof and agreed that the only such information furnished by the Initial Purchaser thereof may be subject to the Company consists of the information described in Section 12 hereof. No injunction or order has been issued that either (i) asserts that any of the Transactions is subject bankruptcy, insolvency, reorganization, receivership, moratorium, fraudulent conveyance, fraudulent transfer or other similar laws now or hereafter in effect relating to the registration requirements of the Securities Act or creditors’ rights generally and (ii) would prevent general principles of equity (whether applied by a court of law or suspend equity) and the issuance or sale of any discretion of the Notes or the use of the Time of Sale Documentcourt before which any proceeding therefor may be brought (clauses (i) and (ii) collectively, the Final Offering Memorandum or any amendment or supplement thereto, in any jurisdiction“Enforceability Exceptions”). No statement of material fact included in the Final Offering Memorandum has been omitted from the Time of Sale Document and no statement of material fact included in the Time of Sale Document that is required to be included in the Final Offering Memorandum has been omitted therefrom.(c)

No Material Misstatement or Omission. (i) The Neither the Time of Sale Document, nor any amendment or supplement thereto, as of the date thereof and at all times subsequent thereto up to the Closing Date, did not, does not and will does not contain any untrue statement of if a material fact, or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (ii) the Final Offering MemorandumCIM, and at the time of each sale of the Regulation S Notes and at the Closing Date, as of the date thereofthen amended or supplemented, if applicable, did not and will not, contain any untrue statement of a material fact, or omitted or will omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) each such Company Additional Written Communication (as defined below), when taken together with the Time of Sale Document, did not, and, at the Closing Date, will not contain any untrue statement of a material fact or omit omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, in each case, except that the representations and warranties set forth in this Section 4(c3(a) do not apply to statements or omissions made in reliance upon and in conformity with information relating to the Initial Purchaser Purchasers and furnished to the Company in writing by the Initial Purchaser Purchasers expressly for use in the Preliminary Offering Memorandum, the Time of Sale Documents Document or the Final Offering Memorandum CIM or any amendment or supplement thereto, it being understood and agreed that the only such information furnished by the Initial Purchaser to the Company consists of the information described in Section 12 hereof. No injunction or order has been issued that either (i) asserts that any of the Transactions transactions contemplated by the Regulation S Purchase Documents is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Regulation S Notes or the use of the Time of Sale Document, the Final Offering Memorandum CIM or any amendment or supplement thereto, in any jurisdiction. No statement of material fact included or to be included in the Final Offering Memorandum CIM has been omitted from the Time of Sale Document and no statement of material fact included in the Time of Sale Document that is required to be included in the Final Offering Memorandum CIM has been omitted or will be omitted therefrom.

No Material Misstatement or Omission. (i) The Neither the Time of Sale Document, nor any amendment or supplement thereto, as of the date thereof Time of Sale and at all times subsequent thereto up to as of the Closing Date, did not, does not and contained or will not contain any untrue statement of a material factfact or omitted, or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (ii) the Final Offering Memorandum, at the time of each sale of the Notes and at the Closing Date, as of the date thereof, did not and will not, contain any untrue statement of a material fact, or omitted or will omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading, and (iiiii) each such Company Additional Written Communication (the Final Offering Memorandum, as defined below), when taken together with of the Time date hereof and as of Sale Document, did not, and, at the Closing Date, does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, in each case, except that the representations and warranties set forth in this Section 4(c4(b) do not apply to statements or omissions made in reliance upon and in conformity with information relating to the Initial Purchaser Purchasers and furnished to the Company in writing by the Initial Purchaser Representative expressly for use in the Preliminary Offering Memorandum, the Time of Sale Documents Memorandum or the Final Offering Memorandum or any amendment or supplement thereto, it being understood and agreed that the only such information furnished by the any Initial Purchaser to the Company consists of the information described in Section 12 13 hereof. No injunction or order has been issued that either (i) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Notes Securities or the use of the Time of Sale Document, the Final Offering Memorandum or any amendment or supplement thereto, in any jurisdiction. No statement of material fact included in the Final Offering Memorandum has been omitted from the Time of Sale Document and no statement of material fact included in the Time of Sale Document that is required to be included in the Final Offering Memorandum has been omitted therefrom. The Company has not distributed, and will not distribute, prior to the later of the Closing Date and the completion of the Initial Purchasers’ distribution of the Securities, any offering material in connection with the offering and sale of the Securities other than the Time of Sale Document and the Final Offering Memorandum.

No Material Misstatement or Omission. (i) The Time of Sale DocumentPreliminary Offering Memorandum, as of the date thereof and at all times subsequent thereto up to the Closing Datethereof, did not, does not and will not contain include any untrue statement of a material fact, fact or omitted or omits omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and misleading, (ii) the Final Offering MemorandumGeneral Disclosure Package, at the time of each sale as of the Notes and Applicable Time, did not and, at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) the Offering Memorandum, as of the date thereof, did not and and, at the Closing Date, will not, contain not include any untrue statement of a material fact, fact or omitted or will omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iiiiv) each such Company Additional Written Communication Issuer Free Writing Document (as defined below), when taken together with the Time General Disclosure Package, as of Sale Documentthe Applicable Time, did not, not and, at the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, in each case, that the . The representations and warranties set forth in this Section 4(c) the preceding paragraph do not apply to statements in or omissions from the Preliminary Offering Memorandum, the Offering Memorandum, the General Disclosure Package, any Issuer Free Writing Document or any amendment or supplement to any of the foregoing made in reliance upon and in conformity with written information relating to the any Initial Purchaser and furnished to the Company in writing by the such Initial Purchaser through the Representatives expressly for use in the Preliminary Offering Memorandum, the Time of Sale Documents or the Final Offering Memorandum or any amendment or supplement theretotherein, it being understood and agreed that the only such information furnished by the Initial Purchaser to the Company Purchasers as aforesaid consists of the information described as such in Section 12 6(b) hereof. No injunction or order has been issued that either (i) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Notes or the use of the Time of Sale Document, the Final Offering Memorandum or any amendment or supplement thereto, in any jurisdiction. No statement of material fact included in the Final Offering Memorandum has been omitted from the Time of Sale Document and no statement of material fact included in the Time of Sale Document that is required to be included in the Final Offering Memorandum has been omitted therefrom.

No Material Misstatement or Omission. (i) The Time of Sale Document, as of the date thereof and at all times subsequent thereto up to the Closing DateTime of Sale, did not, does not and will not contain include any untrue statement of a material fact, fact or omitted or omits omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and misleading, (ii) the Final Offering Memorandum, at the time of each sale of the Notes and at the Closing Date, as of the date thereof, did not and will not, contain and, at the Closing Date, will not include any untrue statement of a material fact, fact or omitted or will omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) each such Company Additional Written Communication (as defined below)does not conflict with the information contained in the Time of Sale Document or the Final Offering Memorandum, and when taken together with the Time of Sale Document, 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 to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, except in each case, case that the representations and warranties set forth in this Section 4(c) paragraph do not apply to statements or omissions made in reliance upon and in conformity with information relating to the any Initial Purchaser and furnished to the Company in writing by the any Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum, the Time of Sale Documents Document or the Final Offering Memorandum or any amendment or supplement thereto, it being understood and agreed that the only such information furnished by the Initial Purchaser to the Company consists of the information described as set forth in Section 12 hereof12. No injunction or order has been issued that either (i) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Notes Securities or the use of the Time of Sale Document, Document or the Final Offering Memorandum or any amendment or supplement thereto, in any jurisdiction. No statement of material fact included in the Final Offering Memorandum has been omitted from the Time of Sale Document , and no statement proceeding for either such purpose has commenced or is pending or, to the knowledge of material fact included in the Time of Sale Document that Company, is required to be included in the Final Offering Memorandum has been omitted therefromcontemplated.

No Material Misstatement or Omission. (i) The Time of Sale Document, as of the date thereof and Applicable Time, did not and, at all times subsequent thereto up to through the Closing Date, did not, does not and will not contain any untrue statement of a material fact, fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (ii) the Final Offering Memorandum, at the time of each sale of the Notes and at the Closing Date, as of the date thereof, did not and will not, contain any untrue statement of a material fact, or omitted or will omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading, (ii) the Final Offering Memorandum, as of the date thereof, did not and, at the time of each sale of the Securities and at the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (iii) each such Company Additional Written Communication (as defined below)Communication, when taken together with the Time of Sale Document, 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 to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, except in each case, case that the representations and warranties set forth in this Section 4(c) paragraph do not apply to statements or omissions omissions, made in reliance upon and in conformity with information relating to the any Initial Purchaser and furnished to the Company or the Guarantors in writing by the Initial Purchaser Purchasers expressly for use in the Preliminary Offering Memorandum, the Time of Sale Documents Document or the Final Offering Memorandum or any amendment or supplement thereto, it being understood and agreed that the only such information furnished by the Initial Purchaser to the Company consists of the information described as set forth in Section 12 hereof13. No injunction or order has been issued that either (i) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Notes Securities or the use of the Time of Sale Document, Document or the Final Offering Memorandum or any amendment or supplement thereto, in any jurisdiction. No statement of material fact included in the Final Offering Memorandum has been omitted from the Time of Sale Document Document, and no statement of material fact included in the Time of Sale Document that is required to be included in has been omitted from the Final Offering Memorandum has been omitted therefromMemorandum.

No Material Misstatement or Omission. (i) The Time of Sale Document, as of the date thereof and at all times subsequent thereto up to the Closing DateTime of Sale, did not, does not and will not contain include any untrue statement of a material fact, fact or omitted or omits omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and misleading, (ii) the Final Offering Memorandum, at the time of each sale of the Notes and at the Closing Date, as of the date thereof, did not and and, at the Closing Date, will not, contain not include any untrue statement of a material fact, fact or omitted or will omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) each such Company Additional Written Communication (as defined below)does not conflict in any material respect with the information contained in the Time of Sale Document or the Final Offering Memorandum, and when taken together with the Time of Sale Document, 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 to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, except in each case, case that the representations and warranties set forth in this Section 4(c) paragraph do not apply to statements or omissions made in reliance upon and in conformity with information relating to the any Initial Purchaser and furnished to the Company in writing by the any Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum, the Time of Sale Documents Document or the Final Offering Memorandum or any amendment or supplement thereto, it being understood and agreed that the only such information furnished by the Initial Purchaser to the Company consists of the information described as set forth in Section 12 hereof13. No injunction or order has been issued that either (i) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Notes Securities or the use of the Time of Sale Document, Document or the Final Offering Memorandum or any amendment or supplement thereto, in any jurisdiction. No statement of material fact included in the Final Offering Memorandum has been omitted from the Time of Sale Document , and no statement proceeding for either such purpose has commenced or is pending or, to the knowledge of material fact included in the Time of Sale Document that Company and the Guarantors, is required to be included in the Final Offering Memorandum has been omitted therefromcontemplated.

No Material Misstatement or Omission. (i) The Time of Sale DocumentPreliminary Offering Memorandum, as of the date thereof and at all times subsequent thereto up to the Closing Datethereof, did not, does not and will not contain include any untrue statement of a material fact, fact or omitted or omits omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and misleading, (ii) the Final General Disclosure Package, as of the Applicable Time, did not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) the Offering Memorandum, at the time of each sale of the Notes and at the Closing Date, as of the date thereof, did not and and, at the Closing Date, will not, contain not include any untrue statement of a material fact, fact or omitted or will omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iiiiv) each such Company Additional Written Communication Issuer Free Writing Document (as defined below), when taken together with the Time of Sale DocumentGeneral Disclosure Package, 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 to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, in each case, that the . The representations and warranties set forth in this Section 4(c) the preceding paragraph do not apply to statements in or omissions from the Preliminary Offering Memorandum, the Offering Memorandum, the General Disclosure Package, any Issuer Free Writing Document or any amendment or supplement to any of the foregoing made in reliance upon and in conformity with written information relating to the any Initial Purchaser and furnished to the Company in writing by the such Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum, the Time of Sale Documents or the Final Offering Memorandum or any amendment or supplement theretotherein, it being understood and agreed that the only such information furnished by the Initial Purchaser to the Company Purchasers as aforesaid consists of the information described as such in Section 12 6(b) hereof. No injunction or order has been issued that either (i) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Notes or the use of the Time of Sale Document, the Final Offering Memorandum or any amendment or supplement thereto, in any jurisdiction. No statement of material fact included in the Final Offering Memorandum has been omitted from the Time of Sale Document and no statement of material fact included in the Time of Sale Document that is required to be included in the Final Offering Memorandum has been omitted therefrom.

No Material Misstatement or Omission. (i) The Time of Sale Document, as of the date thereof and at all times subsequent thereto up to the Closing DateApplicable Time, did not, does not and will not contain include any untrue statement of a material fact, fact or omitted or omits omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and misleading, (ii) the Final Offering Memorandum, at the time of each sale of the Notes and at the Closing Date, as of the date thereof, did not and will not, contain and at the Closing Date, will not include any untrue statement of a material fact, fact or omitted or will omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) each such Company Additional Written Communication (as defined below)Communication, when taken together with the Time of Sale Document, at the time such Company Additional Written Communication was made 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 to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, except in each case, case that the representations and warranties set forth in this Section 4(c) paragraph do not apply to statements or omissions made in reliance upon and in conformity with information relating to the Initial Purchaser Purchasers and furnished to the Company Issuers in writing by the Initial Purchaser Purchasers expressly for use in the Preliminary Offering Memorandum, the Time of Sale Documents Document or the Final Offering Memorandum or any amendment or supplement thereto, it being understood and agreed that the only such information furnished by the Initial Purchaser to the Company consists of the information described as set forth in Section 12 hereof13. No injunction or order has been issued that either (i) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Notes Securities or the use of the Time of Sale Document, Document or the Final Offering Memorandum or any amendment or supplement thereto, in any jurisdiction. No statement of material fact included in the Final Offering Memorandum has been omitted from the Time of Sale Document Document, and no statement of material fact included in the Time of Sale Document that is required to be included in has been omitted from the Final Offering Memorandum has been omitted therefromMemorandum. “Applicable Time” means 2:25 p.m., New York City time, on the date hereof or such other time as may be agreed upon in writing by Kratos and Jefferies.

No Material Misstatement or Omission. (i) The Time of Sale Document, Document as of the date thereof Time of Sale did not, and at all times subsequent thereto up to the Closing Date, did not, does not and will not contain any untrue statement of a material fact, or omitted or omits omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (ii) the Final Offering MemorandumMemorandum as then amended or supplemented by the Company, at the time of each sale of the Notes and at the Closing Date, as of the date thereof, did not and will not, contain any untrue statement of a material fact, or omitted or will omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) each such Company Additional Written Communication (as defined below), when taken together with the Time of Sale Document, did not, andif applicable, at the Closing Date, will not contain any untrue statement of a material fact fact, or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, except, in each casehowever, that the representations and warranties set forth Company makes no representation or warranty with respect to any statement contained in this Section 4(c) do not apply to statements the Time of Sale Document or omissions made the Final Offering Memorandum in reliance upon and in conformity with information relating to concerning the Initial Purchaser and furnished to the Company in writing by the Initial Purchaser expressly for use in the Preliminary Offering Memorandum, the Time of Sale Documents or the Final Offering Memorandum or any amendment or supplement thereto, it being understood and agreed that the only such information furnished by the Initial Purchaser to the Company consists of the information described in Section 12 hereof. No injunction or order has been issued that either (i) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Notes or the expressly for use of the Time of Sale Document, the Final Offering Memorandum or any amendment or supplement thereto, in any jurisdiction. No statement of material fact included in the Final Offering Memorandum has been omitted from the Time of Sale Document and no statement of material fact included in the Time of Sale Document that is required or Final Offering Memorandum, which information, for the avoidance of doubt, solely consists of (a) the fifth sentence of the sixth paragraph under the caption “Plan of Distribution” in the Preliminary Offering Memorandum and the Final Offering Memorandum, (b) the paragraph under the subheading “Stabilization” under the caption “Plan of Distribution” in the Preliminary Offering Memorandum and the Final Offering Memorandum, (c) the paragraph under the subheading “Notice to be included Investors in the United Kingdom” under the caption “Plan of Distribution” in the Preliminary Offering Memorandum and the Final Offering Memorandum, (d) the paragraph under the subheading “Notice to Investors in the European Union” under the caption “Plan of Distribution” in the Preliminary Offering Memorandum and the Final Offering Memorandum has been omitted therefromand (e) the marketing name of the Initial Purchaser appearing on the front and back covers of the Preliminary Offering Memorandum and the Final Offering Memorandum.

No Material Misstatement or Omission. (i) The Time of Sale DocumentPreliminary Offering Memorandum, as of the date thereof and at all times subsequent thereto up to the Closing Datethereof, did not, does not and will not contain include any untrue statement of a material fact, fact or omitted or omits omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and misleading, (ii) the Final General Disclosure Package, as of the Applicable Time, did not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) the Offering Memorandum, at the time of each sale of the Notes and at the Closing Date, as of the date thereof, did not and and, at the Closing Date, will not, contain not include any untrue statement of a material fact, fact or omitted or will omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iiiiv) each such Company Additional Written Communication Issuer Free Writing Document (as defined below), when taken together with the Time of Sale DocumentGeneral Disclosure Package, 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 to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, in each case, that the . The representations and warranties set forth in this Section 4(c) the preceding paragraph do not apply to statements in or omissions from the Preliminary Offering Memorandum, the Offering Memorandum, the General Disclosure Package, any Issuer Free Writing Document or any amendment or supplement to any of the foregoing made in reliance upon and in conformity with written information relating to the Initial Purchaser and furnished to the Company in writing by the or on behalf of any Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum, the Time of Sale Documents or the Final Offering Memorandum or any amendment or supplement theretotherein, it being understood and agreed that the only such information furnished by the Initial Purchaser to the Company Purchasers as aforesaid consists of the information described as such in Section 12 6(b) hereof. No injunction or order has been issued that either (i) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Notes or the use of the Time of Sale Document, the Final Offering Memorandum or any amendment or supplement thereto, in any jurisdiction. No statement of material fact included in the Final Offering Memorandum has been omitted from the Time of Sale Document and no statement of material fact included in the Time of Sale Document that is required to be included in the Final Offering Memorandum has been omitted therefrom.4)

No Material Misstatement or Omission. (i) The Time of Sale DocumentPreliminary Offering Memorandum, as of the date thereof and at all times subsequent thereto up to the Closing Datethereof, did not, does not and will not contain include any untrue statement of a material fact, fact or omitted or omits omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) the General Disclosure Package, as of the Applicable Time, did not include 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, (iii) the Offering Memorandum, as of the date thereof, did not and, at the Closing Date (as defined below), will not include 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 and (iiiv) the Final Offering Memorandum, at the time of each sale of the Notes and at the Closing DateIssuer Free Writing Document (as defined below) set forth on Exhibit D(2) hereto, as of the date thereof, did not and will not, contain any untrue statement of a material fact, or omitted or will omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) each such Company Additional Written Communication (as defined below), when taken together with the Time of Sale DocumentGeneral Disclosure Package, 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, except, in each case, that the . The representations and warranties set forth in this Section 4(c) the preceding paragraph do not apply to statements in or omissions from the Preliminary Offering Memorandum, the Offering Memorandum, the General Disclosure Package, any Issuer Free Writing Document or any amendment or supplement to any of the foregoing made in reliance upon and in conformity with information relating to the Initial Purchaser and furnished in writing to the Company in writing by the or on behalf of any Initial Purchaser expressly for use in the Preliminary Offering Memorandum, the Time of Sale Documents or the Final Offering Memorandum or any amendment or supplement theretotherein, it being understood and agreed that the only such information furnished by the Initial Purchaser to the Company Purchasers as aforesaid consists of the information described as such in Section 12 6(b) hereof. No injunction or order has been issued that either (i) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Notes or the use of the Time of Sale Document, the Final Offering Memorandum or any amendment or supplement thereto, in any jurisdiction. No statement of material fact included in the Final Offering Memorandum has been omitted from the Time of Sale Document and no statement of material fact included in the Time of Sale Document that is required to be included in the Final Offering Memorandum has been omitted therefrom.

No Material Misstatement or Omission. (i) The Time of Sale Document, as of the date thereof and at all times subsequent thereto up to the Closing DateTime of Sale, did not, does not and will not contain include any untrue statement of a material fact, fact or omitted or omits omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and misleading, (ii) the Final Offering Memorandum, at the time as of each sale of the Notes and its date, did not, and, at the Closing Date, as of the date thereof, did will not and will not, contain include any untrue statement of a material fact, fact or omitted or will omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) each such Company Additional Written Communication (as defined below)does not conflict with the information contained in the Time of Sale Document or the Final Offering Memorandum, and when taken together with the Time of Sale Document, 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 to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, except in each case, case that the representations and warranties set forth in this Section 4(c) paragraph do not apply to statements or omissions made in reliance upon and in conformity with information relating to the Initial Purchaser and furnished to the Company in writing by the Initial Purchaser expressly for use in the Preliminary Offering Memorandum, the Time of Sale Documents Document or the Final Offering Memorandum or any amendment or supplement thereto, it being understood and agreed that the only such information furnished by the Initial Purchaser to the Company consists of the information described as set forth in Section 12 hereof12. No injunction or order has been issued that either (i) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Notes Securities or the use of the Time of Sale Document, Document or the Final Offering Memorandum or any amendment or supplement thereto, in any jurisdiction. No statement of material fact included in the Final Offering Memorandum has been omitted from the Time of Sale Document , and no statement proceeding for either such purpose has commenced or is pending or, to the knowledge of material fact included in the Time of Sale Document that Company, is required to be included in the Final Offering Memorandum has been omitted therefromcontemplated.

No Material Misstatement or Omission. (iThe Prospectus when filed complied, and as amended or supplemented, if applicable, will comply in all material respects with the Securities Act. Each of the Registration Statement, any Rule 462(b) The Time of Sale DocumentRegistration Statement, the Prospectus and any post-effective amendments or supplements thereto, at the time it became or becomes effective or its date, as applicable, and as of each Settlement Date, complied or will comply in all material respects with the Securities Act, and as of each effective date thereof and at all times subsequent thereto up to the Closing each Settlement Date, did not, does not and will not contain any untrue statement of a material fact, fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (ii) the Final Offering Memorandum, at the time of each sale of the Notes and at the Closing Date, as of the date thereof, did not and will not, contain any untrue statement of a material fact, or omitted or will omit to state a material fact required to be stated therein or necessary to make the statements thereintherein not misleading. The Prospectus, in the light as amended or supplemented, as of its date, did not and, as of each of the circumstances under which they were made, not misleading and (iii) each such Company Additional Written Communication (as defined below), when taken together with the Time of Sale Document, did not, and, at the Closing Settlement 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 Incorporated Documents did not, exceptand any further documents filed and incorporated by reference therein will not, when filed with the Commission, contain an untrue statement of a material fact or omit to state a material fact required to be stated in such document or necessary to make the statements in such document, in each caselight of the circumstances under which they were made, that the not misleading. The representations and warranties set forth in this Section 4(c) the three immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to the Initial Purchaser and Agent furnished to the Company in writing by the Initial Purchaser Agent expressly for use in the Preliminary Offering Memorandum, the Time of Sale Documents therein. There are no contracts or the Final Offering Memorandum or any amendment or supplement thereto, it being understood and agreed that the only such information furnished by the Initial Purchaser to the Company consists of the information described in Section 12 hereof. No injunction or order has been issued that either (i) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Notes or the use of the Time of Sale Document, the Final Offering Memorandum or any amendment or supplement thereto, in any jurisdiction. No statement of material fact included in the Final Offering Memorandum has been omitted from the Time of Sale Document and no statement of material fact included in the Time of Sale Document that is other documents required to be included described in the Final Offering Memorandum has been omitted therefromRegistration Statement or filed as exhibits to the Registration Statement that are not described and filed as required.

No Material Misstatement or Omission. (i) The Time of Sale DocumentPreliminary Offering Memorandum, as of the date thereof and at all times subsequent thereto up to the Closing Datethereof, did not, does not and will not contain include any untrue statement of a material fact, fact or omitted or omits omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) the General Disclosure Package, as of the Applicable Time, did not include 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, (iii) the Offering Memorandum, as of its date or as of the Closing Date, will not include 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 and (ii) the Final Offering Memorandum, at the time of each sale of the Notes and at the Closing Date, as of the date thereof, did not and will not, contain any untrue statement of a material fact, or omitted or will omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iiiiv) each such Company Additional Written Communication Issuer Free Writing Document (as defined below), when taken together with the Time of Sale DocumentGeneral Disclosure Package, did not, andas of the Applicable Time, at the Closing Date, will not contain include 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, except, in each case, that the . The representations and warranties set forth in this Section 4(c) the preceding paragraph do not apply to statements contained in or omissions omitted from the Preliminary Offering Memorandum, the Offering Memorandum, the General Disclosure Package, any Issuer Free Writing Document or any amendment or supplement to any of the foregoing made in reliance upon and in conformity with written information relating to the Initial Purchaser and furnished to the Company in writing Partnership by the or on behalf of any Initial Purchaser expressly through the Representative specifically for use in the Preliminary Offering Memorandum, the Time of Sale Documents or the Final Offering Memorandum or any amendment or supplement theretoinclusion therein, it being understood and agreed that the only such information furnished by or on behalf of the Initial Purchaser to the Company Purchasers consists of the information described as such in Section 12 6(b) hereof. No injunction or order has been issued that either (i) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Notes or the use of the Time of Sale Document, the Final Offering Memorandum or any amendment or supplement thereto, in any jurisdiction. No statement of material fact included in the Final Offering Memorandum has been omitted from the Time of Sale Document and no statement of material fact included in the Time of Sale Document that is required to be included in the Final Offering Memorandum has been omitted therefrom.

No Material Misstatement or Omission. (iThe Prospectus when filed complied and, as amended or supplemented, if applicable, will comply in all material respects with the Securities Act. Each of the Registration Statement, any Rule 462(b) The Time Registration Statement, the Prospectus and any post-effective amendments or supplements thereto, at the time it became effective or its date, as applicable, and as of Sale Documenteach of the Settlement Dates, if any, complied in all material respects with the Securities Act and did not and, as of the date thereof and at all times subsequent thereto up to the Closing each Settlement Date, if any, did not, does not and will not contain any untrue statement of a material fact, fact or omitted or omits omit to state a material fact required to be stated therein, or with respect to the Prospectus, necessary to make the statements therein, therein in the light of the circumstances under which they were made, not misleading and (ii) the Final Offering Memorandummisleading. The Prospectus, at the time of each sale of the Notes and at the Closing Dateas amended or supplemented, as of the date thereofits date, did not and will not, contain any untrue statement as of a material fact, or omitted or will omit to state a material fact necessary to make the statements therein, in the light each of the circumstances under which they were madeSettlement Dates, not misleading and (iii) each such Company Additional Written Communication (as defined below), when taken together with the Time of Sale Document, did not, and, at the Closing Dateif any, 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, except, in each case, that the . The representations and warranties set forth in this Section 4(c) the two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement, any Rule 462(b) Registration Statement, or any post-effective amendment thereto, or the Prospectus, or any amendments or supplements thereto, made in reliance upon and in conformity with information relating to the Initial Purchaser and HCW furnished to the Company in writing by the Initial Purchaser HCW expressly for use in the Preliminary Offering Memorandum, the Time of Sale Documents therein. There are no contracts or the Final Offering Memorandum or any amendment or supplement thereto, it being understood and agreed that the only such information furnished by the Initial Purchaser to the Company consists of the information described in Section 12 hereof. No injunction or order has been issued that either (i) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Notes or the use of the Time of Sale Document, the Final Offering Memorandum or any amendment or supplement thereto, in any jurisdiction. No statement of material fact included in the Final Offering Memorandum has been omitted from the Time of Sale Document and no statement of material fact included in the Time of Sale Document that is other documents required to be included described in the Final Offering Memorandum has Prospectus or to be filed as exhibits to the Registration Statement which have not been omitted therefromdescribed or filed as required.

No Material Misstatement or Omission. (i) The Neither the Time of Sale Document, nor any amendment or supplement thereto, as of the date thereof Time of Sale and at all times subsequent thereto up to as of the Closing Date, did not, does not and contained or will not contain any untrue statement of a material factfact or omitted, or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (ii) the Final Offering Memorandum, at the time of each sale of the Notes and at the Closing Date, as of the date thereof, did not and will not, contain any untrue statement of a material fact, or omitted or will omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading, and (iiiii) each such Company Additional Written Communication (the Final Offering Memorandum, as defined below), when taken together with of the Time date hereof and as of Sale Document, did not, and, at the Closing Date, does not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, in each case, except that the representations and warranties set forth in this Section 4(c4(b) do not apply to statements or omissions made in reliance upon and in conformity with information relating to the Initial Purchaser Purchasers and furnished to the Company in writing by the Initial Purchaser Representatives expressly for use in the Preliminary Offering Memorandum, the Time of Sale Documents Memorandum or the Final Offering Memorandum or any amendment or supplement thereto, it being understood and agreed that the only such information furnished by the any Initial Purchaser to the Company consists of the information described in Section 12 13 hereof. No injunction or order has been issued that either (i) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Notes Securities or the use of the Time of Sale Document, the Final Offering Memorandum or any amendment or supplement thereto, in any jurisdiction. No statement of material fact included in the Final Offering Memorandum has been omitted from the Time of Sale Document and no statement of material fact included in the Time of Sale Document that is required to be included in the Final Offering Memorandum has been omitted therefrom. The Company has not distributed, and will not distribute, prior to the later of the Closing Date and the completion of the Initial Purchasers’ distribution of the Securities, any offering material in connection with the offering and sale of the Securities other than the Time of Sale Document and the Final Offering Memorandum.

No Material Misstatement or Omission. (i) The Time of Sale Document, as of the date thereof and at all times subsequent thereto up to the Closing DateTime of Sale, did not, does not and will not contain include any untrue statement of a material fact, fact or omitted or omits omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and misleading, (ii) the Final Offering Memorandum, at the time of each sale of the Notes and at the Closing Date, as of the date thereof, did not and will not, contain and, at the Closing Date, will not include any untrue statement of a material fact, fact or omitted or will omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) each such Company Additional Written Communication (as defined below)does not conflict with the information contained in the Time of Sale Document or the Final Offering Memorandum, and when taken together with the Time of Sale Document, 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 to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, except in each case, case that the representations and warranties set forth in this Section 4(c) paragraph do not apply to statements or omissions made in reliance upon and in conformity with information relating to the any Initial Purchaser and furnished to the Company in writing by the any Initial Purchaser expressly for use in the Preliminary Offering Memorandum, the Time of Sale Documents Document or the Final Offering Memorandum or any amendment or supplement thereto, it being understood and agreed that the only such information furnished by the Initial Purchaser to the Company consists of the information described as set forth in Section 12 hereof13. No injunction or order has been issued that either (i) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Notes Securities or the use of the Time of Sale Document, Document or the Final Offering Memorandum or any amendment or supplement thereto, in any jurisdiction. No statement of material fact included in the Final Offering Memorandum has been omitted from the Time of Sale Document , and no statement proceeding for either such purpose has commenced or is pending or, to the knowledge of material fact included in the Time of Sale Document that Company, is required to be included in the Final Offering Memorandum has been omitted therefromcontemplated.

No Material Misstatement or Omission. (i) The Time of Sale DocumentGeneral Disclosure Package, as of the date thereof and Applicable Time, did not and, at all times subsequent thereto up to through the Closing Date, did not, does not and will not contain include any untrue statement of a material fact, fact or omitted or omits omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and misleading, (ii) the Final Offering Memorandum, at the time of each sale of the Notes and at the Closing DateCircular, as of the date thereof, did not and and, at the Closing Date, will not, contain not include any untrue statement of a material fact, fact or omitted or will omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) each such Company Additional Written Communication (as defined below)Supplemental Marketing Material, when taken together with the Time of Sale DocumentGeneral Disclosure Package, 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 to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, except in each case, case that the representations and warranties set forth in this Section 4(c) paragraph do not apply to statements or omissions made in reliance upon and in conformity with information relating to the Initial Purchaser Purchasers and furnished to the Company in writing by the Initial Purchaser Purchasers expressly for use in the Preliminary Offering Memorandum, the Time of Sale Documents General Disclosure Package or the Final Offering Memorandum or any amendment or supplement thereto, it being understood and agreed that the only such information furnished by the Initial Purchaser to the Company consists of the information described Circular as set forth in Section 12 hereof8(b). No injunction or order has been issued that either (i) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Notes Offered Securities or the use of the Time of Sale Document, General Disclosure Package or the Final Offering Memorandum or any amendment or supplement thereto, Circular in any jurisdiction. No statement of material fact included in the Final Offering Memorandum Circular has been omitted from the Time of Sale Document General Disclosure Package, and no statement of material fact included in the Time of Sale Document that is required to be included in General Disclosure Package has been omitted from the Final Offering Memorandum has been omitted therefromCircular.

No Material Misstatement or Omission. (i) The Time of Sale Document, and any amendment or supplement thereto, as of the date thereof and at all times subsequent thereto up to the Closing Date, did not, does not and will does not contain any untrue statement of a material fact, or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (ii) the Final Offering MemorandumCircular, at the time of each sale of the Notes and at the Closing Date, as of then amended or supplemented by the date thereofCo-Issuers, if applicable, did not and will not, contain any untrue statement of a material fact, or omitted or will omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) each such Company Additional Written Communication (as defined below), when taken together with the Time of Sale Document, 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 to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, in each case, except that the representations and warranties set forth in this Section 4(c4(a) do not apply to statements or omissions made in reliance upon and in conformity with information relating to the Initial Purchaser and furnished to the Company Co-Issuers in writing by the Initial Purchaser expressly for use in the Preliminary Offering Memorandum, the Time of Sale Documents Circular or the Final Offering Memorandum Circular or any amendment or supplement thereto, it being understood and agreed that the only such information furnished by the Initial Purchaser to the Company consists of the information described in Section 12 hereof. No injunction or order has been issued that either (i) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Notes or the use of the Time of Sale Document, the Final Offering Memorandum Circular or any amendment or supplement thereto, in any jurisdiction. No statement of material fact included in the Final Offering Memorandum Circular has been omitted from the Time of Sale Document and no statement of material fact included in the Time of Sale Document that is required to be included in the Final Offering Memorandum Circular has been omitted therefrom.

No Material Misstatement or Omission. (i) The Time of Sale Document, and any amendment or supplement thereto, as of the date thereof and at all times subsequent thereto up to the Closing Date, did not, does not and will does not contain any untrue statement of a material fact, or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (ii) the Final Offering Memorandum, and at the time of each sale of the Notes and at the Closing Date, as of the date thereofthen amended or supplemented, if applicable, did not and will not, contain any untrue statement of a material fact, or omitted or will omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) each such Company Additional Written Communication (as defined below), when taken together with the Time of Sale Document, did not, and, at the Closing Date, will not contain any untrue statement of a material fact or omit omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, exceptprovided, in each casehowever, that the representations Company and warranties set forth in this Section 4(c) do not apply Guarantors make no representation or warranty as to statements or omissions made in reliance upon and in conformity with information relating to the Initial Purchaser Purchasers and furnished to the Company in writing by the Initial Purchaser Purchasers expressly for use in the Preliminary Offering Memorandum, the Time of Sale Documents Memorandum or the Final Offering Memorandum or any amendment or supplement thereto, it being understood and agreed that the only such information furnished by the Initial Purchaser Purchasers to the Company consists of the information described in Section 12 hereof. No injunction or order has been issued that either (i) asserts that any of the Transactions transactions contemplated by the Transaction Documents (the “Transactions”) is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Notes or the use of the Time of Sale Document, the Final Offering Memorandum or any amendment or supplement thereto, in any jurisdiction. No statement of material fact included in the Final Offering Memorandum has been omitted from the Time of Sale Document and no statement of material fact included in the Time of Sale Document that is required to be included in the Final Offering Memorandum has been omitted therefrom.

No Material Misstatement or Omission. (i) The Time of Sale DocumentPreliminary Offering Memorandum, as of the date thereof and at all times subsequent thereto up to the Closing Datethereof, did not, does not and will not contain include any untrue statement of a material fact, fact or omitted or omits omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and misleading, (ii) the Final General Disclosure Package, as of the Applicable Time, did not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) the Offering Memorandum, at the time of each sale of the Notes and at the Closing Date, as of the date thereof, did not and and, at the Closing Date, will not, contain not include any untrue statement of a material fact, fact or omitted or will omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iiiiv) each such Company Additional Written Communication Issuer Free Writing Document (as defined below) set forth on Exhibit F(2), as of the date thereof, when taken together with the Time of Sale DocumentGeneral Disclosure Package, 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 to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, in each case, that the . The representations and warranties set forth in this Section 4(c) the preceding paragraph do not apply to statements in or omissions from the Preliminary Offering Memorandum, the Offering Memorandum, the General Disclosure Package, any Issuer Free Writing Document or any amendment or supplement to any of the foregoing made in reliance upon and in conformity with written information relating to the Initial Purchaser and furnished to the Company in writing by the any Initial Purchaser through the Representatives expressly for use in the Preliminary Offering Memorandum, the Time of Sale Documents or the Final Offering Memorandum or any amendment or supplement theretotherein, it being understood and agreed that the only such information furnished by the Initial Purchaser to the Company Purchasers as aforesaid consists of the information described as such in Section 12 6(b) hereof. No injunction or order has been issued that either (i) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Notes or the use of the Time of Sale Document, the Final Offering Memorandum or any amendment or supplement thereto, in any jurisdiction. No statement of material fact included in the Final Offering Memorandum has been omitted from the Time of Sale Document and no statement of material fact included in the Time of Sale Document that is required to be included in the Final Offering Memorandum has been omitted therefrom.

No Material Misstatement or Omission. (i) The Time of Sale DocumentPreliminary Offering Memorandum, as of the date thereof and at all times subsequent thereto up to the Closing Datethereof, did not, does not and will not contain include any untrue statement of a material fact, fact or omitted or omits omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and misleading, (ii) the Final General Disclosure Package, as of the Applicable Time, did not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) the Offering Memorandum, at the time of each sale of the Notes and at the Closing Date, as of the date thereof, did not and and, at the Closing Date, will not, contain not include any untrue statement of a material fact, fact or omitted or will omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iiiiv) each such Company Additional Written Communication Issuer Free Writing Document (as defined below)) set forth on Exhibit E, as of the date thereof, when taken together with the Time of Sale DocumentGeneral Disclosure Package, 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 to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, in each case, that the . The representations and warranties set forth in this Section 4(c) the preceding paragraph do not apply to statements in or omissions from the Preliminary Offering Memorandum, the Offering Memorandum, the General Disclosure Package, any Issuer Free Writing Document or any amendment or supplement to any of the foregoing made in reliance upon and in conformity with written information relating to the Initial Purchaser and furnished to the Company in writing by the or on behalf of any Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum, the Time of Sale Documents or the Final Offering Memorandum or any amendment or supplement theretotherein, it being understood and agreed that the only such information furnished by the Initial Purchaser to the Company Purchasers as aforesaid consists of the information described as such in Section 12 6(b) hereof. No injunction or order has been issued that either (i) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Notes or the use of the Time of Sale Document, the Final Offering Memorandum or any amendment or supplement thereto, in any jurisdiction. No statement of material fact included in the Final Offering Memorandum has been omitted from the Time of Sale Document and no statement of material fact included in the Time of Sale Document that is required to be included in the Final Offering Memorandum has been omitted therefrom.

No Material Misstatement or Omission. (i) The Time of Sale Document, as of the date thereof and thereof, did not and, at all times subsequent thereto up to through the Closing Date, did not, does not and will not contain include any untrue statement of a material fact, fact or omitted or omits omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and misleading, (ii) the Final Offering Memorandum, at the time of each sale of the Notes and at the Closing Date, as of the date thereof, did not and at the Closing Date, will not, contain not include any untrue statement of a material fact, fact or omitted or will omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) each such Company Additional Written Communication (as defined below)Communication, when taken together with the Time of Sale Document, 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 to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, except in each case, case that the representations and warranties set forth in this Section 4(c) paragraph do not apply to statements or omissions made in reliance upon and in conformity with information relating to the Initial Purchaser Purchasers and furnished to the Company Issuers in writing by the Initial Purchaser Purchasers expressly for use in the Preliminary Offering Memorandum, the Time of Sale Documents Document or the Final Offering Memorandum or any amendment or supplement thereto, it being understood and agreed that the only such information furnished by the Initial Purchaser to the Company consists of the information described as set forth in Section 12 hereof12. No injunction or order has been issued that either (i) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Notes or the use of the Time of Sale Document, Document or the Final Offering Memorandum or any amendment or supplement thereto, in any jurisdiction. No statement of material fact included in the Final Offering Memorandum has been omitted from the Time of Sale Document and no statement of material fact included in the Time of Sale Document that is required to be included in the Final Offering Memorandum has been omitted therefrom.

No Material Misstatement or Omission. (i) The Time of Sale Document, as of the date thereof and at all times subsequent thereto up to the Closing DateTime of Sale, did not, does not and will not contain include any untrue statement of a material fact, fact or omitted or omits omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and misleading, (ii) the Final Offering Memorandum, at the time of each sale of the Notes and at the Closing Date, as of the date thereof, did not and will not, contain and, at the Closing Date, will not include any untrue statement of a material fact, fact or omitted or will omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) each such no Company Additional Written Communication (as defined below)conflicts with the information contained in the Time of Sale Document or the Final Offering Memorandum, or when taken together with the Time of Sale Document, did not, andcontained or, at the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, except in each case, case that the representations and warranties set forth in this Section 4(c) paragraph do not apply to statements or omissions made in reliance upon and in conformity with information relating to the any Initial Purchaser and furnished to the Company in writing by the any Initial Purchaser through the Representatives expressly for use in the Preliminary Offering Memorandum, the Time of Sale Documents Document or the Final Offering Memorandum or any amendment or supplement thereto, it being understood and agreed that the only such information furnished by the Initial Purchaser to the Company consists of the information described as set forth in Section 12 hereof14. No injunction or order has been issued that either (i) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Notes Securities or the use of the Time of Sale Document, Document or the Final Offering Memorandum or any amendment or supplement thereto, in any jurisdiction. No statement of material fact included in the Final Offering Memorandum has been omitted from the Time of Sale Document , and no statement proceeding for either such purpose has commenced or is pending or, to the knowledge of material fact included in the Time of Sale Document that Company, is required to be included in the Final Offering Memorandum has been omitted therefromcontemplated.

No Material Misstatement or Omission. (i) The Time of Sale Document, as of the date thereof and Applicable Time, did not and, at all times subsequent thereto up to through the Closing Date, did not, does not and will not contain any untrue statement of a material fact, fact or omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (ii) the Final Offering Memorandum, at the time of each sale of the Notes and at the Closing Date, as of the date thereof, did not and will not, contain any untrue statement of a material fact, or omitted or will omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading, (ii) the Final Offering Memorandum, as of the date thereof, did not and, at the time of each sale of the Securities and at the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (iii) each such Company Additional Written Communication (as defined below)Communication, when taken together with the Time of Sale Document, 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 to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, except in each case, case that the representations and warranties set forth in this Section 4(c) paragraph do not apply to statements or omissions omissions, made in reliance upon and in conformity with information relating to the any Initial Purchaser and furnished to the Company or the Guarantor in writing by the Initial Purchaser Purchasers expressly for use in the Preliminary Offering Memorandum, the Time of Sale Documents Document or the Final Offering Memorandum or any amendment or supplement thereto, it being understood and agreed that the only such information furnished by the Initial Purchaser to the Company consists of the information described as set forth in Section 12 hereof13. No injunction or order has been issued that either (i) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Notes Securities or the use of the Time of Sale Document, Document or the Final Offering Memorandum or any amendment or supplement thereto, in any jurisdiction. No statement of material fact included in the Final Offering Memorandum has been omitted from the Time of Sale Document Document, and no statement of material fact included in the Time of Sale Document that is required to be included in has been omitted from the Final Offering Memorandum has been omitted therefromMemorandum.

No Material Misstatement or Omission. (i) The Time of Sale Document, as of the date thereof and at all times subsequent thereto up to the Closing DateTime of Sale, did not, does not and will not contain any untrue statement of a material fact, fact or omitted or omits omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and misleading, (ii) the Final Offering Memorandum, at the time of each sale of the Notes and at the Closing Date, as of the date thereof, did not and and, at the Closing Date, will not, not contain any untrue statement of a material fact, fact or omitted or will omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) each such Company Additional Written Communication (as defined below)does not conflict with the information contained in the Time of Sale Document or the Final Offering Memorandum, and when taken together with the Time of Sale Document, at the time each Company Additional Written Communication was made, 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 to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, except in each case, case that the representations and warranties set forth in this Section 4(c) paragraph do not apply to statements or omissions made in reliance upon and in conformity with information relating to the Initial Purchaser and furnished to the Company in writing by the Initial Purchaser expressly for use in the Preliminary Offering Memorandum, the Time of Sale Documents or Document, the Final Offering Memorandum or any amendment or supplement thereto, it being understood and agreed that the only such information furnished by the Initial Purchaser to the Company consists of the information described Additional Written Communication as set forth in Section 12 hereof. No injunction or order has been issued that either (i) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Notes Securities or the use of the Time of Sale Document, Document or the Final Offering Memorandum or any amendment or supplement thereto, in any jurisdiction. No statement of material fact included jurisdiction in which the Final Offering Memorandum has been omitted from Securities are proposed to be sold by the Time of Sale Document Initial Purchaser, and no statement proceeding for either such purpose has commenced or is pending or, to the knowledge of material fact included in the Time of Sale Document that Company or the Guarantors, is required to be included in the Final Offering Memorandum has been omitted therefromthreatened.

No Material Misstatement or Omission. (i) The Time of Sale Document, as of the date thereof and at all times subsequent thereto up to the Closing DateTime of Sale, did not, does not and will not contain include any untrue statement of a material fact, fact or omitted or omits omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and misleading, (ii) the Final Offering Memorandum, at the time as of each sale of the Notes and its date, did not, and, at the Closing Date, as of the date thereof, did will not and will not, contain include any untrue statement of a material fact, fact or omitted or will omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) each such Company Additional Written Communication (as defined below)does not conflict with the information contained in the Time of Sale Document or the Final Offering Memorandum, and when taken together with the Time of Sale Document, 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 to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, except in each case, case that the representations and warranties set forth in this Section 4(c) paragraph do not apply to statements or omissions made in reliance upon and in conformity with information relating to the any Initial Purchaser and furnished to the Company in writing by the any Initial Purchaser through the Representatives expressly for use in the Preliminary Offering Memorandum, the Time of Sale Documents Document or the Final Offering Memorandum or any amendment or supplement thereto, it being understood and agreed that the only such information furnished by the Initial Purchaser to the Company consists of the information described as set forth in Section 12 hereof13. No injunction or order has been issued that either (i) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Notes Securities or the use of the Time of Sale Document, Document or the Final Offering Memorandum or any amendment or supplement thereto, in any jurisdiction. No statement of material fact included in the Final Offering Memorandum has been omitted from the Time of Sale Document , and no statement proceeding for either such purpose has commenced or is pending or, to the knowledge of material fact included in the Time of Sale Document that Company, is required to be included in the Final Offering Memorandum has been omitted therefromcontemplated.

No Material Misstatement or Omission. (i) The Time of Sale Document, as of the date thereof and thereof, did not and, at all times subsequent thereto up to through the Closing Date, did not, does not and will not contain include any untrue statement of a material fact, fact or omitted or omits omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and misleading, (ii) the Final Offering Memorandum, as of the date thereof, did not and, at the time of each sale of the Notes Securities and at the Closing Date, as of the date thereof, did will not and will not, contain include any untrue statement of a material fact, fact or omitted or will omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) each such Company Issuers Additional Written Communication (as defined below)Communication, if any, when taken together with the Time of Sale Document, 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 to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, except in each case, case that the representations and warranties set forth in this Section 4(c) paragraph do not apply to statements or omissions made in reliance upon and in conformity with information relating to the any Initial Purchaser and furnished to the Company Issuers in writing by the such Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum, the Time of Sale Documents Document or the Final Offering Memorandum or any amendment or supplement thereto, it being understood and agreed that the only such information furnished by the Initial Purchaser to the Company consists of the information described as set forth in Section 12 hereof13. No injunction or order has been issued that either (i) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Notes Securities or the use of the Time of Sale Document, Document or the Final Offering Memorandum or any amendment or supplement thereto, in any jurisdiction. No statement of material fact included in the Final Offering Memorandum has been omitted from the Time of Sale Document and no statement of material fact included in the Time of Sale Document that is required to be included in the Final Offering Memorandum has been omitted therefrom.

No Material Misstatement or Omission. (i) The Time of Sale Document, as of the date thereof and Applicable Time (as defined below), did not and, at all times subsequent thereto up to the Closing DateDate (as amended or supplemented in accordance with this Agreement), did not, does not and will not contain include any untrue statement of a material fact, fact or omitted or omits omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and misleading, (ii) the Final Offering Memorandum, at the time of each sale of the Notes and at the Closing Date, as of the date thereof, did and at the Closing Date (as amended or supplemented in accordance with this Agreement), will not and will not, contain include any untrue statement of a material fact, fact or omitted or will omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) each such Company Additional Written Communication (as defined below)Communication, when taken together with the Time of Sale Document, as of the Applicable Time, 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 to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, except in each case, case that the representations and warranties set forth in this Section 4(c) paragraph do not apply to statements or omissions made in reliance upon and in conformity with information relating to the Initial Purchaser Purchasers and furnished to the Company or any Guarantor in writing by or on behalf of the Initial Purchaser Purchasers expressly for use in the Preliminary Offering Memorandum, the Time of Sale Documents Document or the Final Offering Memorandum or any amendment or supplement thereto, it being understood and agreed that the only such information furnished by the Initial Purchaser to the Company consists of the information described as set forth in Section 12 hereof13. No injunction or order has been issued that either (i) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Notes Securities or the use of the Time of Sale Document, Document or the Final Offering Memorandum or any amendment or supplement thereto, in any jurisdiction. No statement of material fact included in the Final Offering Memorandum has been omitted from the Time of Sale Document Document, and no statement of material fact included in the Time of Sale Document that is required to be included in has been omitted from the Final Offering Memorandum has been omitted therefromMemorandum. “Applicable Time” means 3:15 p.m., New York City time, on the date of this Agreement.

No Material Misstatement or Omission. (i) The Time of Sale Document, as of the date thereof and at all times subsequent thereto up to the Closing DateTime of Sale, did not, does not and will not contain include any untrue statement of a material fact, fact or omitted or omits omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and misleading, (ii) the Final Offering Memorandum, at the time of each sale of the Notes and at the Closing Date, as of the date thereof, did not and not, and, at the Closing Date, will not, contain include any untrue statement of a material fact, fact or omitted or will omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) each such Company Additional Written Communication (as defined below)does not conflict with the information contained in the Time of Sale Document or the Final Offering Memorandum, and when taken together with the Time of Sale Document, Document did not, and, at the Closing Date, will not xxxx not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, except in each case, case that the representations and warranties set forth in this Section 4(c) paragraph do not apply to statements or omissions made in reliance upon and in conformity with information relating to the any Initial Purchaser and furnished to the Company in writing by the any Initial Purchaser through the Representatives expressly for use in the Preliminary Offering Memorandum, the Time of Sale Documents Document or the Final Offering Memorandum or any amendment or supplement thereto, it being understood and agreed that the only such information furnished by the Initial Purchaser to the Company consists of the information described as set forth in Section 12 hereof13. No injunction or order has been issued that either (i) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Notes Securities or the use of the Time of Sale Document, Document or the Final Offering Memorandum or any amendment or supplement thereto, in any jurisdiction. No statement , and, to the knowledge of material fact included in the Final Offering Memorandum Company, no proceeding for either such purpose has been omitted from the Time of Sale Document and no statement of material fact included in the Time of Sale Document that commenced, is required to be included in the Final Offering Memorandum has been omitted therefrompending or is contemplated.

No Material Misstatement or Omission. (i) The Time of Sale Documentthe Shelf Prospectus and Prospectus Supplement, as of the date thereof and thereof, did not, and, at all times subsequent thereto up to the Closing Date, did not, does not and will not contain include any untrue statement of a material fact, fact or omitted or omits omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (ii) the Final Offering Memorandum, at the time of each sale of the Notes and at the Closing Date, as of the date thereof, did not and will not, contain any untrue statement of a material fact, or omitted or will omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) each such Company Additional Written Communication (as defined below)does not conflict with the information contained in the Shelf Prospectus and Prospectus Supplement, and when taken together with the Time of Sale Documenttogether, 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 to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, except in each case, case that the representations and warranties set forth in this Section 4(c) 4 do not apply to statements or omissions made in reliance upon and in conformity with information relating to the Initial Purchaser Investor and furnished to the Company in writing by the Initial Purchaser Investor expressly for use in the Preliminary Offering Memorandum, the Time of Sale Documents or the Final Offering Memorandum or any amendment or supplement thereto, it being understood and agreed that the only such information furnished by the Initial Purchaser Prospectus Supplement. Any reference to the Company consists of the information described in Section 12 hereofShelf Prospectus and Prospectus Supplement shall be deemed to refer to and include all documents incorporated or deemed to be incorporated by reference therein. No injunction or order has been issued that either (i) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Notes Securities or the use of the Time of Sale Document, the Final Offering Memorandum or any amendment or supplement thereto, Shelf Prospectus and Prospectus Supplement in any jurisdiction. No statement of material fact included in jurisdiction outside the Final Offering Memorandum has been omitted from U.S. or inside the Time of Sale Document U.S. under the U.S. Registration Statement, and no statement proceeding for either such purpose has commenced or is pending or, to the knowledge of material fact included in the Time of Sale Document that Company, is required to be included in the Final Offering Memorandum has been omitted therefromcontemplated.

No Material Misstatement or Omission. (i) The Each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Time of Sale DocumentProspectus or the Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder, (ii) each part of the Registration Statement, when such part became effective, did not contain, and each such part, as of the date thereof and at all times subsequent thereto up to the Closing Dateamended or supplemented, did notif applicable, does not and will not contain any untrue statement of a material fact, fact or omitted or omits omit to state a material fact required to be stated therein or necessary to make the statements thereintherein not misleading, in (iii) the light Registration Statement as of the circumstances under which they were madedate hereof does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, not misleading and (iiiv) the Final Offering MemorandumRegistration Statement and the Prospectus comply, and as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (v) the Time of Sale Prospectus does not, and at the time of each sale of the Notes Securities in connection with the offering when the Prospectus is not yet available to prospective purchasers and at the Closing DateDate (as defined in Section 4) and any Option Closing Date (as defined in Section 2), the Time of Sale Prospectus, as of then amended or supplemented by the date thereofCompany, did not and if applicable, will not, contain any untrue statement of a material fact, fact or omitted or will omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and misleading, (iiivi) each such Company Additional Written Communication (as defined below)broadly available road show, if any, when taken considered together with the Time of Sale DocumentProspectus, did notdoes not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (vii) the Prospectus does not contain and, at the Closing Dateas amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, in each case, except that the representations and warranties set forth in this Section 4(c) paragraph do not apply to (A) statements or omissions made in reliance the Registration Statement, the Time of Sale Prospectus, broadly available road show materials or the Prospectus based upon and in conformity with information relating to the Initial Purchaser and any Underwriter furnished to the Company in writing by such Underwriter through the Initial Purchaser Manager expressly for use in therein or (B) that part of the Preliminary Offering MemorandumRegistration Statement that constitutes the Statement of Eligibility (Form T-1) under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), of the Trustee. For purposes of this Agreement, the Time of Sale Documents or the Final Offering Memorandum or any amendment or supplement thereto, it being understood and agreed that the only such information furnished by the Initial Purchaser to the Company consists of by any Underwriter through the Manager is the information described in Section 12 hereof. No injunction or order has been issued that either (i) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Notes or the use of the Time of Sale Document, the Final Offering Memorandum or any amendment or supplement thereto, in any jurisdiction. No statement of material fact included in the Final Offering Memorandum has been omitted from the Time of Sale Document and no statement of material fact included first sentence in the Time of Sale Document that is required to be included third paragraph in the Final Offering Memorandum has been omitted therefromProspectus under the heading “Underwriting.”

No Material Misstatement or Omission. (i) The Time of Sale Document, as of the date thereof and at all times subsequent thereto up to the Closing DateApplicable Time, did not, does not and will not contain include any untrue statement of a material fact, fact or omitted or omits omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and misleading, (ii) the Final Offering Memorandum, at the time of each sale of the Notes and at the Closing Date, as of the date thereof, did not and will not, contain and at the Closing Date, will not include any untrue statement of a material fact, fact or omitted or will omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) each such Company Additional Written Communication (as defined below)Communication, when taken together with the Time of Sale Document, at the time such Company Additional Written Communication was made 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 to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, except in each case, case that the representations and warranties set forth in this Section 4(c) paragraph do not apply to statements or omissions made in reliance upon and in conformity with information relating to the Initial Purchaser Purchasers and furnished to the Company Kratos in writing by the Initial Purchaser Purchasers expressly for use in the Preliminary Offering Memorandum, the Time of Sale Documents Document or the Final Offering Memorandum or any amendment or supplement thereto, it being understood and agreed that the only such information furnished by the Initial Purchaser to the Company consists of the information described as set forth in Section 12 hereof13. No injunction or order has been issued that either (i) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Notes Securities or the use of the Time of Sale Document, Document or the Final Offering Memorandum or any amendment or supplement thereto, in any jurisdiction. No statement of material fact included in the Final Offering Memorandum has been omitted from the Time of Sale Document Document, and no statement of material fact included in the Time of Sale Document that is required to be included in has been omitted from the Final Offering Memorandum has been omitted therefromMemorandum.

No Material Misstatement or Omission. (i) The Time of Sale Document, as of the date thereof and Applicable Time (as defined below), did not and, at all times subsequent thereto up to the Closing DateDate (as amended or supplemented in accordance with this Agreement), did not, does not and will not contain include any untrue statement of a material fact, fact or omitted or omits omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and misleading, (ii) the Final Offering Memorandum, at the time of each sale of the Notes and at the Closing Date, as of the date thereof, did and at the Closing Date (as amended or supplemented in accordance with this Agreement), will not and will not, contain include any untrue statement of a material fact, fact or omitted or will omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) each such Company Additional Written Communication (as defined below)Communication, when taken together with the Time of Sale Document, as of the Applicable Time, 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 to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, except in each case, case that the representations and warranties set forth in this Section 4(c) paragraph do not apply to statements or omissions made in reliance upon and in conformity with information relating to the Initial Purchaser Purchasers and furnished to the Company or any Guarantor in writing by or on behalf of the Initial Purchaser Purchasers expressly for use in the Preliminary Offering Memorandum, the Time of Sale Documents Document or the Final Offering Memorandum or any amendment or supplement thereto, it being understood and agreed that the only such information furnished by the Initial Purchaser to the Company consists of the information described as set forth in Section 12 hereof13. No injunction or order has been issued that either (i) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Notes Securities or the use of the Time of Sale Document, Document or the Final Offering Memorandum or any amendment or supplement thereto, in any jurisdiction. No statement of material fact included in the Final Offering Memorandum has been omitted from the Time of Sale Document Document, and no statement of material fact included in the Time of Sale Document that is required to be included in has been omitted from the Final Offering Memorandum has been omitted therefromMemorandum. “Applicable Time” means 11:54 a.m., New York City time, on the date of this Agreement.

No Material Misstatement or Omission. (i) The Time of Sale DocumentPreliminary Offering Memorandum, as of the date thereof and at all times subsequent thereto up to the Closing Datethereof, did not, does not and will not contain include any untrue statement of a material fact, fact or omitted or omits omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and misleading, (ii) the Final General Disclosure Package, as of the Applicable Time, did not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) the Offering Memorandum, at the time of each sale of the Notes and at the Closing Date, as of the date thereof, did not and and, at the Closing Date, will not, contain include any untrue statement of a material factfact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iv) any electronic road show (other than any Permitted General Solicitation (as defined below)), together with the General Disclosure Package, did not as of the Applicable Time, and at the Closing Date will not, include any untrue statement of a material fact or omitted omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (v) each general solicitation listed on Exhibit E-2 hereto (each such solicitation, a “Permitted General Solicitation”), together with the General Disclosure Package, did not as of the Applicable Time, and at the Closing Date will not, include any untrue statement of a material fact or will omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iiivi) each such Company Additional Written Communication Issuer Free Writing Document (as defined below)) set forth on Exhibit E-1, when taken together with the Time of Sale DocumentGeneral Disclosure Package, 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 to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, in each case, that the . The representations and warranties set forth in this Section 4(c) the preceding paragraph do not apply to statements in or omissions from the Preliminary Offering Memorandum, the Offering Memorandum, the General Disclosure Package, any Issuer Free Writing Document, any Permitted General Solicitation or any amendment or supplement to any of the foregoing made in reliance upon and in conformity with written information relating to the any Initial Purchaser and furnished to the Company in writing by the such Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum, the Time of Sale Documents or the Final Offering Memorandum or any amendment or supplement theretotherein, it being understood and agreed that the only such information furnished by the Initial Purchaser to the Company Purchasers as aforesaid consists of the information described as such in Section 12 6(b) hereof. No injunction or order has been issued that either (i) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Notes or the use of the Time of Sale Document, the Final Offering Memorandum or any amendment or supplement thereto, in any jurisdiction. No statement of material fact included in the Final Offering Memorandum has been omitted from the Time of Sale Document and no statement of material fact included in the Time of Sale Document that is required to be included in the Final Offering Memorandum has been omitted therefrom.

No Material Misstatement or Omission. (i) The Time of Sale DocumentPreliminary Offering Memorandum, as of the date thereof and at all times subsequent thereto up to the Closing Datethereof, did not, does not and will not contain include any untrue statement of a material fact, fact or omitted or omits omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and misleading, (ii) the Final General Disclosure Package, as of the Applicable Time, did not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) the Offering Memorandum, at the time of each sale of the Notes and at the Closing Date, as of the date thereof, did not and and, at the Closing Date, will not, contain not include any untrue statement of a material fact, fact or omitted or will omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iiiiv) each such Company Additional Written Communication Issuer Free Writing Document (as defined below) set forth on Exhibit E or used pursuant to Section 3(p) (including any electronic road show) and each Permitted General Solicitation (as defined below), when taken together with the Time of Sale DocumentGeneral Disclosure Package, 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 to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, in each case, that the . The representations and warranties set forth in this Section 4(c) the preceding paragraph do not apply to statements in or omissions from the Offering Memorandum, the General Disclosure Package, any Issuer Free Writing Document or any amendment or supplement to any of the foregoing made in reliance upon and in conformity with written information relating to the Initial Purchaser and furnished to the Company in writing by the any Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum, the Time of Sale Documents or the Final Offering Memorandum or any amendment or supplement theretotherein, it being understood and agreed that the only such information furnished by the Initial Purchaser to the Company Purchasers as aforesaid consists of the information described as such in Section 12 6(b) hereof. No injunction or order has been issued that either (i) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Notes or the use of the Time of Sale Document, the Final Offering Memorandum or any amendment or supplement thereto, in any jurisdiction. No statement of material fact included in the Final Offering Memorandum has been omitted from the Time of Sale Document and no statement of material fact included in the Time of Sale Document that is required to be included in the Final Offering Memorandum has been omitted therefrom.

No Material Misstatement or Omission. (i) The Time of Sale Document, as of the date thereof and Time of Sale, did not and, at all times subsequent thereto up to the Closing Date, did not, does not and will not contain include any untrue statement of a material fact, fact or omitted or omits omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and misleading, (ii) the Final Offering Memorandum, at the time of each sale of the Notes and at the Closing Date, as of the date thereof, did not and will not, contain and, at the Closing Date, will not include any untrue statement of a material fact, fact or omitted or will omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) each such Company Additional Written Communication (as defined below)does not conflict with the information contained in the Time of Sale Document or the Final Offering Memorandum, and when taken together with the Time of Sale Document, 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 to make the statements therein, in the light of the circumstances under which they were made, not misleading, except, except in each case, case that the representations and warranties set forth in this Section 4(c) paragraph do not apply to statements or omissions made in reliance upon and in conformity with information relating to the any Initial Purchaser and furnished to the Company in writing by the any Initial Purchaser through the Representatives expressly for use in the Preliminary Offering Memorandum, the Time of Sale Documents Document or the Final Offering Memorandum or any amendment or supplement thereto, it being understood and agreed that the only such information furnished by the Initial Purchaser to the Company consists of the information described as set forth in Section 12 hereof13. No injunction or order has been issued that either (i) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Notes Securities or the use of the Time of Sale Document, Document or the Final Offering Memorandum or any amendment or supplement thereto, in any jurisdiction. No statement of material fact included in the Final Offering Memorandum has been omitted from the Time of Sale Document , and no statement proceeding for either such purpose has commenced or, to the knowledge of material fact included in the Time of Sale Document that Company, is required to be included in the Final Offering Memorandum has been omitted therefrompending or is contemplated.