Common use of Accurate Disclosure Clause in Contracts

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

Accurate Disclosure. Neither the Registration Statement nor any post-effective amendment thereto, at its effective time or and at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of At the Applicable Time and any Date of DeliveryTime, neither (A) the General Pricing Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Pricing Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper)thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), date and at the Closing Time or at any Date of DeliveryTime, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Pricing Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such incorporated documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Pricing Disclosure Package or the Prospectus, as the case may be, did not, does not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Pricing Disclosure Package and the Prospectus that have not been described as required. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), thereto or the General Pricing Disclosure Package, any Issuer Free Writing Prospectus Package or the Prospectus (or any amendment or supplement thereto) thereto made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Underwriter Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the first sentence second and third sentences of the third paragraph, the third sentence in the first paragraph under the subheading “No Public Trading Market” and the first and sixth sentences under the subheading “Stabilization,” each under the heading “Underwriting,” the information in the second and third paragraphs under the heading “Underwriting—Price Stabilization, Short Positions,” and the information under the heading “Underwriting—Electronic Distribution,” in each case case, contained in the General Registration Statement, the preliminary prospectus contained in the Pricing Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time time, on the date hereof or at the Closing Time or at any Date of DeliveryTime, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of At the Applicable Time and any Date of Deliverythe Closing Time, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper)thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), or at the Closing Time or at any Date of DeliveryTime, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package, any Issuer Free Writing Prospectus Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by the any Underwriter expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the first sentence of and second paragraphs under the third heading “Underwriting–Commissions and Discounts,” the information in the first paragraph under the heading “Underwriting,–Short Positions” and the information in the second and third paragraphs first sentence of the first paragraph under the heading “Underwriting—Price Stabilization, Short Positions,” and the information under the heading “Underwriting—Electronic Distribution,–Passive Market Making” in each case contained in the General Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).

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

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

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

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

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

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

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

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

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

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

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

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

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time or time, on the date hereof, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of At the Applicable Time, the Closing Time and any Date of Delivery, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, Package included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper)thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in into the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to (i) the Statement of Eligibility (Form T-1) of the Trustee under the 1939 Act or (ii) statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package, any Issuer Free Writing Prospectus Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Underwriter Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information contained in the Prospectus in the first sentence of the third paragraph under the heading “Underwriting—Commissions and Discounts,” the information in the first and second and third paragraphs under the heading “Underwriting—Price Stabilization, Short Positions,” and the information under the heading “Underwriting—Electronic Distribution,” in each case contained in the General Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective the time or at it became effective, the date hereof, the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of At the Applicable Time, the Closing Time and any each Date of Delivery, if any, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper)thereto, as of at its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this subsection Section 1(a)(ii) shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), ) or the General Disclosure Package, any Issuer Free Writing Prospectus Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Underwriter Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the first sentence and second paragraphs (including, for the avoidance of the third paragraph under the heading “Underwriting,” the doubt, information in the second and third paragraphs bullet points) under the heading “Underwriting—Price Stabilization, Short Positions,Positions and Penalty Bids” and the information under the heading “Underwriting—Electronic Distribution,” in each case contained in the Registration Statement, the General Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time or time, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Applicable Time and any Date of DeliveryTime, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package, any Issuer Free Writing Prospectus Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company Partnership by any Underwriter through the Underwriter Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information on the cover page of the Prospectus regarding delivery of the Units, the list of Underwriters and their respective participation in the sale of the Units, the information in the first sentence of the third paragraph under the heading “Underwriting—Commissions and Discounts,” the information in the second fourth paragraph under “Underwriting—New York Stock Exchange,” the information in the second, third and third fourth paragraphs under the heading “Underwriting—Price Stabilization, Short Positions,Positions and Penalty Bids” and the information under the heading “Underwriting—Electronic Distribution,” in each case contained in the General Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither Such Selling Stockholder has reviewed and is familiar with the Registration Statement, the General Disclosure Package and the Prospectus, and, to such Selling Stockholder’s knowledge, (a) at the Applicable Time, the Registration Statement nor did not contain any amendment thereto, at its effective time or at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. As of the Applicable Time misleading and any Date of Delivery, neither (A) the General Disclosure Package nor (B) and the Prospectus and any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes amendments or will include an supplements thereto did not contain any untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither misleading and (b) as of the date of the Prospectus nor and any amendment or supplement thereto (including any prospectus wrapper), and as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any and as of each Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, Statement did not and will not include an contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading. The representations misleading and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by the Underwriter expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the first sentence of the third paragraph under the heading “Underwriting,” the information in the second and third paragraphs under the heading “Underwriting—Price Stabilization, Short Positions,” and the information under the heading “Underwriting—Electronic Distribution,” in each case contained in the General Disclosure Package and the Prospectus (collectivelywill not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the “Underwriter Information”)circumstances under which they were made, not misleading; such Selling Stockholder is not prompted to sell the Securities to be sold by such Selling Stockholder hereunder by any material information concerning the Company or any subsidiary of the Company which is not set forth in the General Disclosure Package or the Prospectus.

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time or time, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Applicable Time and any Date of DeliveryTime, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this subsection shall not apply to (i) the Statement of Eligibility (Form T-1) of the Trustee under the 1939 Act or (ii) statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package, any Issuer Free Writing Prospectus Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by the any Underwriter through Xxxxxxx Xxxxx expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the first sentence of the third paragraph under the heading “Underwriting–Commissions and Discounts,” the information in the first, second and third paragraphs under the heading “Underwriting—–Price Stabilization, Short Positions,”, the second paragraph under the heading “Underwriting–Convertible Note Hedge and Warrant Transactions” and the information under the heading “Underwriting—–Electronic Distribution,” in each case contained in the General Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time or time, on the date hereof, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of At the Applicable Time and any Date of Delivery, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper)thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, 3 did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package, any Issuer Free Writing Prospectus Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by the any Underwriter expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the first sentence of the third paragraph under the heading “Underwriting–Commissions and Discounts,” the information in the second second, third and third fourth paragraphs under the heading “Underwriting—–Price Stabilization, Stabilization and Short Positions,” and the information under the heading “Underwriting—–Electronic Distribution,” in each case contained in the General Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither None of the Registration Statement, the ADS Registration Statement nor or any amendment thereto, at the time of its effectiveness, each deemed effective time or date with respect to the Underwriter pursuant to Rule 430B(f)(2) under the 1933 Act Regulations, on the date hereof, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As Each preliminary prospectus, at the time of filing thereof, did not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. At the Applicable Time, the Closing Time and any Date of Delivery, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper)thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the ADS Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement or the ADS Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the ADS Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package, any Issuer Free Writing Prospectus Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by the Underwriter expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the first sentence of the third paragraph under the heading “Underwriting,” the information in the second and third paragraphs under the heading “Underwriting—Price Stabilization, Short Positions,” and the information under the heading “Underwriting—Electronic Distribution,” in each case contained in the General Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).

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

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

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

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

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

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time or at the Closing Time or at any Date date of Deliverythe Pricing Prospectus, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Applicable Time and any Date of DeliveryTime, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither None of the Pricing Prospectus, the Prospectus nor and any amendment or supplement thereto (including any prospectus wrapper)thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Applicable Time or at any Date Time of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The Rights Circular and any amendment or supplement thereto, as of its issue date, as of the Applicable Time and at any Time of Delivery, did not, does not or will not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package Package, the Pricing Prospectus, the Prospectus and the ProspectusRights Circular, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the CommissionCommission or the JSE Limited, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package Package, the Pricing Prospectus, the Prospectus or the ProspectusRights Circular, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package, any Issuer Free Writing the Pricing Prospectus, the Prospectus or the Prospectus Rights Circular (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by the any Underwriter expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (x) the information in the first sentence names of each of the third paragraph under Underwriters as they appear on the heading “Underwriting,” front cover page of the information in Pricing Prospectus and the second and third paragraphs under the heading “Underwriting—Price StabilizationProspectus, Short Positions,” and (y) the information under the heading “UnderwritingAdditional Information—Electronic Information on the Underwriters” and (z) the information in the fourteenth, fifteenth and sixteenth paragraphs under the heading “Plan of Distribution (Conflicts of Interest)—Plan of Distribution,” relating to market making activities, resales of the Offered Shares by the Underwriters and selling agents, in each case contained in the General Disclosure Package Pricing Prospectus and the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time or at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Applicable Time and any Date of DeliveryTime, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing ProspectusWritten Information, when considered together with the General Disclosure Package, included, includes or will include included an untrue statement of a material fact or omitted, omits or will omit omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper)The Final Offering Memorandum, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, includeddid not, includes or does not and will include not contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the ProspectusFinal Offering Memorandum, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the ProspectusFinal Offering Memorandum, as the case may be, did not, does not and will not include contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Each Issuer Written Information, if any, as of its issue date and at all subsequent times through the Closing Dates or until any earlier date that the Company notified or notifies the Representative as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict with the information contained in the General Disclosure Package or the Final Offering Memorandum, including any document incorporated by reference therein. If at any time following issuance of an Issuer Written Information through the Closing Dates there occurred or occurs an event or development as a result of which such Issuer Written Information conflicted or would conflict with the information contained in the Offering Memorandum that has not been superseded or modified, or included in the General Disclosure Package or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances prevailing at the subsequent time, not misleading, the Company has promptly notified or will promptly notify the Representative and has promptly amended or supplemented or will promptly amend or supplement, at its own expense, such Issuer Written Information to eliminate or correct such conflict, untrue statement or omission. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package, any Issuer Free Writing Prospectus Package or the Prospectus (or any amendment or supplement thereto) Final Offering Memorandum made in reliance upon and in conformity with written information furnished to the Company by the Underwriter any Initial Purchaser through Xxxxxxx Xxxxx expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the first sentence of the third paragraph under the heading “Underwriting,” the information in the second and third paragraphs under the heading “Underwriting—Plan of Distribution–Price Stabilization, Short Positions,” and the information under the heading “Underwriting—Electronic Distribution,” in each case contained in the General Disclosure Package and the Prospectus Offering Memorandum (collectively, the “Underwriter Initial Purchaser Information”).

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

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

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

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

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

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

Accurate Disclosure. The Registration Statement, when it became or becomes effective, and the Prospectus, and any amendment or supplement thereto, on the date of such Prospectus or amendment or supplement, conformed and will conform in all material respects with the requirements of the 1933 Act. Neither the Registration Statement nor any amendment thereto, at its effective time or time, on the date hereof, at the Closing Time or at any Date of DeliveryTime, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of At the Applicable Time and any Date of DeliveryTime, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper)thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of DeliveryTime, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein therein, in the case of the General Disclosure Package or the Prospectus in light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package, any Issuer Free Writing Prospectus Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Underwriter Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information contained in the first sentence of the third paragraph under the heading “Underwriting,” the information in the second sixth, seventh and third eighth paragraphs under the heading “caption "Underwriting—Price Stabilization, Short Positions,” and the information under the heading “Underwriting—Electronic Distribution,” " in each case contained in the General Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time or time, at the Time of Sale and at the Closing Time or at any Date of DeliveryTime, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As The TTW Presentation, at the time it was provided to the Underwriter for use and at the date hereof, did not and does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the Applicable circumstances under which they were made, not misleading. At the Time and of Sale, the Time of Sale Prospectus did not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any Date amendment or supplement thereto, as of Deliveryits issue date, neither (A) at the General Disclosure Package nor (B) time of any individual Issuer Limited Use Free Writing Prospectus, when considered together filing with the General Disclosure PackageCommission pursuant to Rule 424(b), or at the Closing Time, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither Any Rule 482 Statement prepared, used or referred to by the Prospectus nor any amendment Fund or supplement thereto (including any prospectus wrapper)by the Underwriter with the consent of the Fund, as when considered together with the Time of its issue dateSale Prospectus, at the time of any filing with the Commission pursuant to Rule 424(b)its use did not, at and as of the Closing Time or at will not, contain any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package Time of Sale Prospectus or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package, any Issuer Free Writing Time of Sale Prospectus or the Prospectus (or any amendment or supplement thereto) or any Rule 482 Statement made in reliance upon and in conformity with written information relating to the Underwriter furnished to the Company Fund by the Underwriter expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information statement set forth in the second sentence and third sentence of the fourth paragraph, the first sentence of the third seventh paragraph and the eighth paragraph under the heading caption “Underwriting,” the information in the second and third paragraphs under the heading “Underwriting—Price Stabilization, Short Positions,” and the information under the heading “Underwriting—Electronic Distribution,” in each case contained in the General Disclosure Package and Registration Statement, the Time of Sale Prospectus, the Prospectus or any Rule 482 Statement (collectively, the “Underwriter Information”).

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

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

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

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

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

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

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time or time, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Applicable Time and any Date of DeliveryTime, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this subsection shall not apply to (i) the Statement of Eligibility on Form T-1 of the Trustee under the 1939 Act or (ii) statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package, any Issuer Free Writing Prospectus Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Underwriter Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the first third and ninth paragraphs under the heading “Underwriting” and the second sentence of the third seventeenth paragraph under the heading “Underwriting,” the information in the second and third paragraphs under the heading “Underwriting—Price Stabilization, Short Positions,” and the information under the heading “Underwriting—Electronic Distribution,” in each case contained in the General Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).

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

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

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time or time, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Applicable Time and any Date of DeliveryTime, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this subsection shall not apply to statements or information contained in or omissions omitted from the Registration Statement (or any amendment thereto), the General Disclosure Package, any Issuer Free Writing Prospectus Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by the Underwriter expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information Information (as defined in the first sentence of the third paragraph under the heading “Underwriting,” the information in the second and third paragraphs under the heading “Underwriting—Price Stabilization, Short Positions,” and the information under the heading “Underwriting—Electronic Distribution,” in each case contained in the General Disclosure Package and the Prospectus (collectively, the “Underwriter Information”Section 6(b)).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time or at the Closing Time or at any Date of DeliveryTime, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of At the Applicable Time and any Date of DeliveryTime, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include included an untrue statement of a material fact or omitted, omits or will omit omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper)thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), ) or at the Closing Time or at any Date of DeliveryTime, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such incorporated documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this subsection shall not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility on Form T-1 of the Trustee under the Trust Indenture Act and (ii) statements in or omissions from the Registration Statement (or any amendment thereto), thereto or the General Disclosure Package, any Issuer Free Writing Prospectus Package or the Prospectus (or any amendment or supplement thereto) thereto made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Underwriter Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (i) the information name of such Underwriter on the cover pages; (ii) the name of such Underwriter in the table in the first sentence of the third paragraph under the heading caption “UnderwritingUnderwriting (Conflicts of Interest)”; and (iii) the fourth paragraph under the caption “Underwriting (Conflicts of Interest),” the information in the second third and third paragraphs fourth sentences under the heading caption “Underwriting—Price Stabilization, Short Positions,Underwriting (Conflicts of Interest) – New Issue of Notes” and the information paragraph under the heading caption “Underwriting—Electronic Distribution,” Underwriting (Conflicts of Interest) – Short Positions”, in each case case, contained in the Registration Statement, the preliminary prospectus contained in the General Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).

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

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

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time or time, on the date hereof, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of At the Applicable Time and any Date of Delivery, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper)thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package, any Issuer Free Writing Prospectus Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by the any Underwriter or by any Selling Stockholder expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (i) the information concession and reallowance figures appearing in the first sentence of the third paragraph under the heading caption “Underwriting,” the information in the second and third paragraphs under the heading “Underwriting—Price Stabilization, Short Positions,” and the information under the heading “Underwriting—Electronic Distribution,” in each case contained in the General Disclosure Package and fifteenth paragraph under the Prospectus caption “Underwriting” (collectively, the “Underwriter Information”)) and (ii) the Selling Stockholder Information as defined below.

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

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

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time or time, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Applicable Time and any Date of DeliveryTime, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this subsection shall not apply to (i) the Statement of Eligibility (Form T-1) of the Trustee under the 1939 Act or (ii) statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package, any Issuer Free Writing Prospectus Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by the any Underwriter through Xxxxxxx Xxxxx expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the first sentence paragraph under the heading “Underwriting–Commissions and Discounts,” the information in the first and second paragraphs under the heading “Underwriting–Price Stabilization, Short Positions” in the Prospectus, the second paragraph and the first two sentences of the third paragraph under the heading “Underwriting,–Capped Call Transactions” the information in the second and third paragraphs under the heading “Underwriting—Price Stabilization, Short Positions,” Prospectus and the information under the heading “Underwriting—–Electronic Distribution,Offer, Sale and Distribution of Shares” in each case contained in the General Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).

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

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

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

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

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

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time or time, on the date hereof, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of At the Applicable Time and any Date of Delivery, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper)thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package, any Issuer Free Writing Prospectus Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Underwriter Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be (i) the names of the Underwriters on the cover page and under the heading “Underwriting,” (ii) the first paragraph under the heading “Underwriting–Commissions and Discounts” and (iii) the information in the first sentence of the first, second and third paragraph under the heading “Underwriting,” the information in the second and third paragraphs under the heading “Underwriting—–Price Stabilization, Short Positions,” and the information under the heading “Underwriting—Electronic Distribution,” in each case case, contained in the General Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time or time, at the Closing Time Date or at any Date of DeliveryAdditional Closing Date, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of At the Applicable Time and any Date of DeliveryTime, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time Date or at any Date of DeliveryAdditional Closing Date, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such incorporated documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, does not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), thereto or the General Disclosure Package, any Issuer Free Writing Prospectus Package or the Prospectus (or any amendment or supplement thereto) thereto made in reliance upon and in conformity with written information furnished to the Company by the any Underwriter through Xxxxxxx Xxxxx expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the first sentence of the third paragraph under the heading “Underwriting,” the information in the second and third paragraphs under the heading “Underwriting—Price Stabilization, Short Positions,” and the information under the heading “Underwriting—Electronic Distribution,” in each case contained in the General Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time or time, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Applicable Time and any Date of DeliveryTime, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this subsection shall not apply to (i) the Statement of Eligibility (Form T-1) of the Trustee under the 1939 Act or (ii) statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package, any Issuer Free Writing Prospectus Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by the Underwriter expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information set forth in the first sentence of the third paragraph paragraphs sixteenth and seventeenth under the heading “Underwriting,” the information in the second and third paragraphs under the heading caption “Underwriting—Price Stabilization, Short Positions,Positions and Penalty Bids” and the information paragraph nineteenth under the heading caption “Underwriting—Electronic Distribution,Offer, Sale and Distribution of Notes” in each case contained in the General Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).

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

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

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

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

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

Accurate Disclosure. Neither the Registration Statement Statements nor any amendment thereto, at its their respective effective time or time, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Applicable Time and any Date of DeliveryTime, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the each Registration Statement, the General Disclosure Package and the Prospectus, at the time the such Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the such Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the a Registration Statement (or any amendment thereto), the General Disclosure Package, any Issuer Free Writing Prospectus Package or the Prospectus (or any amendment or supplement thereto, including any prospectus wrapper) made in reliance upon and in conformity with written information furnished to the Company by (i) any Underwriter through the Underwriter Representative expressly for use thereintherein (the “Underwriter Information”) or (ii) the Selling Shareholder Information (as defined below). For purposes of this Agreement, the only information so furnished as “Underwriter Information” shall be understood and agreed to consist of the following information in the first sentence Prospectus furnished on behalf of each Underwriter: the third concession and reallowance figures appearing in the paragraph under the caption “Underwriting—Commissions and Discounts” and the information contained in the second paragraph under the heading “Underwriting,” the information in the second —Commissions and Discounts”, second, third and fourth paragraphs under the heading “Underwriting—Price Stabilization, Short Positions,Positions and Bids” and the information under the heading “Underwriting—Electronic Distribution,” in each case contained in the General Disclosure Package and the Prospectus (collectively, the “Underwriter InformationDistributions.”).

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

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time or time, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Applicable Time and any Date of DeliveryTime, neither (A) the General Disclosure Package nor nor, (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package, any Issuer Free Writing Prospectus Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by the any Underwriter expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information contained in the first sentence of the third fifth paragraph (regarding selling concessions) and the thirteenth paragraph (regarding short sales and stabilizing transactions), each under the heading “Underwriting,” the information in the second and third paragraphs under the heading “Underwriting—Price Stabilization, Short Positions,” and the information under the heading “Underwriting—Electronic Distribution,” in each case contained in the General Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any post-effective amendment thereto, at its effective time or at the Closing Time or at any Date of DeliveryTime, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of At the Applicable Time and Time, any Date of Delivery, neither (A) the Issuer General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus and the Statutory Prospectus, when considered together with (collectively, as of the General Applicable Time, the “Disclosure Package”), includeddid not, includes or does not and will not include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper)thereto, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), date or at the Closing Time or at any Date of DeliveryTime, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such incorporated documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not, does not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. There are no statutes, regulations, documents or contracts of a character required to be described in the Registration Statement, the Disclosure Package and the Prospectus, or to be filed as an exhibit to the Registration Statement, which are not described or filed as required. There are no business relationships or related person transactions involving the Company or any Subsidiary (as defined herein) or any other person required to be described in the Registration Statement, the Disclosure Package and the Prospectus that have not been described as required. The representations and warranties in this subsection shall not apply to (i) the Statement of Eligibility (Form T-1) of the Trustee under the TIA or (ii) statements in or omissions from the Registration Statement (or any amendment thereto), thereto or the General Disclosure Package, any Issuer Free Writing Prospectus Package or the Prospectus (or any amendment or supplement thereto) thereto made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Underwriter Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be consist of the following: the discount information appearing in the first sentence of the third paragraph Prospectus under the heading “Underwriting,” the information in the second and third paragraphs under the heading “Underwriting—Price Stabilization, Short Positions,” and the information relating to stabilizing transactions, syndicate covering transactions and penalty bids in the first paragraph under the heading caption “Underwriting—Electronic Distribution,Stabilization” in each case contained in of the General Disclosure Package preliminary prospectus and the Prospectus (collectively, the “Underwriter Information”).

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

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

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time or time, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of At the Applicable Time and any Date of DeliveryTime, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrappersupplement), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such incorporated documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any post-effective amendment thereto), the General Disclosure Package, any Issuer Free Writing Prospectus Package or the Prospectus (or any amendment amendments or supplement thereto) supplements thereto made in reliance upon and in conformity with written information furnished to the Company by any of the Underwriter Underwriters through the Representative expressly for use therein. For purposes of this Agreement, it being understood and agreed that the only such information so furnished shall be by any Underwriter through the Representative consists of (A) the names of such Underwriter as presented on the front and back cover of the preliminary prospectus and the Prospectus, (B) the last paragraph on the cover page regarding delivery of the shares, and (C) the information in the first sentence of the third paragraph under the heading “UnderwritingUnderwriting (Conflicts of Interest)—Commissions and Discounts,” the information in the second second, third and third fourth paragraphs under the heading “Underwriting—Price Underwriting (Conflicts of Interest)—Price Stabilization, Short Positions,Positions and Penalty Bids” and the information under the heading “Underwriting—Electronic Underwriting (Conflicts of Interest)—Electronic Distribution,” in each case contained as set forth in the General Disclosure Package preliminary prospectus and the Prospectus (collectively, the “Underwriter Information”).

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

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

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

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

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

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

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

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

Accurate Disclosure. Neither Each document, if any, filed or to be filed pursuant to the Registration Statement nor any amendment thereto, at its effective time Exchange Act and incorporated by reference in the General Disclosure Package or at the Closing Time or at any Date of Delivery, contained, contains Final Offering Memorandum complied or will contain an untrue statement comply when it is filed in all material respects with the Exchange Act and the rules and regulations of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleadingCommission thereunder. As of the Applicable Time and any Date of DeliveryTime, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing ProspectusWritten Information, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper)The Final Offering Memorandum, as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, includeddid not, includes or does not and will include not contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and or the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may beFinal Offering Memorandum, when read together with the other information in the Registration Statement, the General Disclosure Package or and the ProspectusFinal Offering Memorandum, as the case may be, did not, does not and will not include as of the Applicable Time and the Closing Time contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package, any Issuer Free Writing Prospectus Package or the Prospectus (or any amendment or supplement thereto) Final Offering Memorandum made in reliance upon and in conformity with written information furnished to the Company by any Initial Purchaser through the Underwriter Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the first sentence of the third paragraph under the heading “Underwriting,Plan of Distribution–Commissions and Discounts” and the information in the second and third paragraphs first paragraph under the heading “Underwriting—Plan of Distribution–Price Stabilization, Short Positions,” and the information under the heading “Underwriting—Electronic Distribution,” in each case contained in the General Disclosure Package and the Prospectus (collectively, the “Underwriter Initial Purchaser Information”).

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

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time or time, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Applicable Time and any Date of DeliveryTime, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this subsection shall not apply to (i) the Statement of Eligibility (Form T-1) of the Trustee under the 1939 Act or (ii) statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package, any Issuer Free Writing Prospectus Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Underwriter Representative expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the first paragraph under the heading “Underwriting- Commissions and Discounts,” the information in the first and second paragraphs under the heading “Underwriting -Price Stabilization, Short Positions”, the last two sentences of the third paragraph and the first sentence of the third fourth paragraph under the heading “Underwriting,” the information in the second and third paragraphs under the heading “Underwriting—Price Stabilization, Short Positions,-Capped Call Transactions” and the information under the heading “Underwriting—Underwriting- Electronic Distribution,Offer, Sale and Distribution of Securities” in each case contained in the General Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).

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

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time or time, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Applicable Time and any Date of DeliveryTime, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package, any Issuer Free Writing Prospectus Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Underwriter Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the first sentence of the third sixth paragraph under the heading “Underwriting,” relating to commissions and discounts, the information in the second fifteenth, sixteenth and third seventeenth paragraphs under the heading “Underwriting—Price Stabilization” relating to price stabilization, Short Positions,” short positions and penalty bids, and the information in the nineteenth paragraph under the heading “Underwriting—Electronic Distribution,” relating to electronic offer, sale and distribution of shares in each case contained in the General Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).

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

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time or time, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Applicable Time and any Date of DeliveryTime, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time Date or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package, any Issuer Free Writing Prospectus Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by the any Underwriter through Deutsche Bank and Xxxxxxx Xxxxx expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the first sentence second and third sentences of the third fifth paragraph under the heading “Underwriting,Underwriting (Conflicts of Interest)” and the information in the second eighth, ninth and third tenth paragraphs under the heading “Underwriting—Price Stabilization, Short Positions,” and the information under the heading “Underwriting—Electronic Distribution,Underwriting (Conflicts of Interest)” in each case contained in the General Disclosure Package and the Prospectus (collectively, the “Underwriter Information”). The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Selling Shareholder expressly for use therein; it being understood that only such information furnished in writing to the Company by the Selling Shareholders specifically for use therein is that information described in Section 6(b) of this Agreement (collectively, the “Selling Shareholder Information”).

Accurate Disclosure. Neither To (and only to) the extent that any statements or omissions made in the Registration Statement, the Prospectus, the Pricing Prospectus, any Preliminary Prospectus or any Issuer Free Writing Prospectus, or any further amendments or supplements thereto are made in reliance upon and in conformity with information furnished to the Company by and relating to such Selling Shareholder expressly for use therein: (i) the Registration Statement nor did not, when it became effective, contain any amendment thereto, at its effective time or at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a any material fact required to be stated therein or necessary to make the statements therein not misleading. As of ; (ii) the Applicable Time Prospectus, the Pricing Prospectus and such Preliminary Prospectus, and any Date further amendments or supplements thereto, as of Deliverytheir respective dates, neither (A) did not and will not, as the General Disclosure Package nor (B) case may be, contain any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither ; and (iii) such Issuer Free Writing Prospectus listed on Schedule III hereto does not conflict with the information contained in the Registration Statement, the Pricing Prospectus or the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper)and each such Issuer Free Writing Prospectus, as of its issue date, at the time of any filing supplemented by and taken together with the Commission pursuant to Rule 424(b)Pricing Prospectus as of the Applicable Time, at the Closing Time or at did not include any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed , and such Selling Shareholder is not prompted to sell the Securities to be incorporated sold by reference such Selling Shareholder hereunder by any material information specifically concerning the Company which is not set forth in the Registration Statement, the General Disclosure Package and Pricing Prospectus or the Prospectus, at the time the Registration Statement became effective Prospectus or when such documents incorporated by reference were any Issuer Free Writing Prospectus filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package and any further amendments or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment supplements thereto), the General Disclosure Package, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by the Underwriter expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the first sentence of the third paragraph under the heading “Underwriting,” the information in the second and third paragraphs under the heading “Underwriting—Price Stabilization, Short Positions,” and the information under the heading “Underwriting—Electronic Distribution,” in each case contained in the General Disclosure Package and the Prospectus (collectively, the “Underwriter Information”).

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

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

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

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time or time, at the Time of Sale and at the Closing Time or at any Date of DeliveryTime, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As The TTW Presentation, at the time it was provided to the Underwriter for use and at the date hereof, did not and does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the Applicable circumstances under which they were made, not misleading. At the Time and of Sale, the Time of Sale Prospectus did not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any Date amendment or supplement thereto, as of Deliveryits issue date, neither (A) at the General Disclosure Package nor (B) time of any individual Issuer Limited Use Free Writing Prospectus, when considered together filing with the General Disclosure PackageCommission pursuant to Rule 424(b), or at the Closing Time, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither Any Rule 482 Statement prepared, used or referred to by the Prospectus nor any amendment Fund or supplement thereto (including any prospectus wrapper)by the Underwriter with the consent of the Fund, as when considered together with the Time of its issue dateSale Prospectus, at the time of any filing with the Commission pursuant to Rule 424(b)its use did not, at and as of the Closing Time or at will not, contain any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package Time of Sale Prospectus or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package, any Issuer Free Writing Time of Sale Prospectus or the Prospectus (or any amendment or supplement thereto) or any Rule 482 Statement made in reliance upon and in conformity with written information relating to the Underwriter furnished to the Company Fund by the Underwriter expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information statements set forth in the second sentence and third sentence of the fourth paragraph, the first sentence of the third seventh paragraph and the eighth paragraph under the heading caption “Underwriting,” the information in the second and third paragraphs under the heading “Underwriting—Price Stabilization, Short Positions,” and the information under the heading “Underwriting—Electronic Distribution,” in each case contained in (i) the General Disclosure Package prospectus and the preliminary prospectus that are contained in the Xxxxxxxxxxxx Xxxxxxxxx, (xx) the Time of Sale Prospectus, (iv) the Prospectus or (iv) any Rule 482 Statement (collectively, the “Underwriter Information”).

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time or time, at the Closing Time or at any Date of Delivery, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As of the Applicable Time and any Date of DeliveryTime, neither (A) the General Disclosure Package nor (B) any individual Issuer Limited Use Free Writing Prospectus, when considered together with the General Disclosure Package, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any amendment or supplement thereto (including any prospectus wrapper), as of its issue date, at the time of any filing with the Commission pursuant to Rule 424(b), at the Closing Time Date or at any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package, any Issuer Free Writing Prospectus Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Underwriter Representatives expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information in the first sentence second and third sentences of the third fifth paragraph under the heading “Underwriting,Underwriting (Conflicts of Interest)” and the information in the second eighth, ninth and third tenth paragraphs under the heading “Underwriting—Price Stabilization, Short Positions,” and the information under the heading “Underwriting—Electronic Distribution,Underwriting (Conflicts of Interest)” in each case contained in the General Disclosure Package and the Prospectus (collectively, the “Underwriter Information”). The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) made in reliance upon and in conformity with written information furnished to the Company by any Selling Shareholder expressly for use therein; it being understood that only such information furnished in writing to the Company by the Selling Shareholders specifically for use therein is that information described in Section 6(b) of this Agreement (collectively, the “Selling Shareholder Information”).

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

Accurate Disclosure. Neither the Registration Statement nor any amendment thereto, at its effective time or time, at the Time of Sale and at the Closing Time or at any Date of DeliveryTime, contained, contains or will contain an untrue statement of a material fact or omitted, omits or will omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. As The TTW Presentation, at the time it was provided to the Underwriter for use and at the date hereof, did not and does not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the Applicable circumstances under which they were made, not misleading. At the Time and of Sale, the Time of Sale Prospectus did not include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither the Prospectus nor any Date amendment or supplement thereto, as of Deliveryits issue date, neither (A) at the General Disclosure Package nor (B) time of any individual Issuer Limited Use Free Writing Prospectus, when considered together filing with the General Disclosure PackageCommission pursuant to Rule 424(b), or at the Closing Time, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Neither Any Rule 482 Statement prepared, used or referred to by the Prospectus nor any amendment Fund or supplement thereto (including any prospectus wrapper)by the Underwriter with the consent of the Fund, as when considered together with the Time of its issue dateSale Prospectus, at the time of any filing with the Commission pursuant to Rule 424(b)its use did not, at and as of the Closing Time or at will not, contain any Date of Delivery, included, includes or will include an untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The documents incorporated or deemed to be incorporated by reference in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus, at the time the Registration Statement became effective or when such documents incorporated by reference were filed with the Commission, as the case may be, when read together with the other information in the Registration Statement, the General Disclosure Package Time of Sale Prospectus or the Prospectus, as the case may be, did not and will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement (or any amendment thereto), the General Disclosure Package, any Issuer Free Writing Time of Sale Prospectus or the Prospectus (or any amendment or supplement thereto) or any Rule 482 Statement made in reliance upon and in conformity with written information relating to the Underwriter furnished to the Company Fund by the Underwriter expressly for use therein. For purposes of this Agreement, the only information so furnished shall be the information statements set forth in [the second sentence and third sentence of the fourth paragraph, the first sentence of the third seventh paragraph and the eighth paragraph under the heading caption “Underwriting,” the information in the second and third paragraphs under the heading “Underwriting—Price Stabilization, Short Positions,” and the information under the heading “Underwriting—Electronic Distribution,” ”] in each case contained in the General Disclosure Package and Registration Statement, the Time of Sale Prospectus, the Prospectus or any Rule 482 Statement (collectively, the “Underwriter Information”).

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

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

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