Common use of Issuer Free Writing Prospectuses Clause in Contracts

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

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

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

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of the Offered Securities under this Agreement or until any earlier date that the Company notified or notifies the Underwriters Representative as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus, Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Underwriters and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate Prospectus, if republished immediately following such event or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bdevelopment, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Company has promptly notified or will promptly notify the Representative and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing three two sentences do not apply to statements in or omissions from any Issuer Free Writing Prospectus based in reliance upon and in conformity with written information furnished to the Company by (x) any Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b9(a) hereof or (y) any Selling Shareholder, as applicable, specifically for use therein, it being understood and agreed that the only such information is that described as such in Section 9(b) hereof. Each Issuer Free Writing Prospectus, when it was filed with the Commission, conformed in all material respects to the requirements of the Exchange Act and the applicable Rules and Regulations.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering of Securities under this Agreement or until any earlier date that the Company notified or notifies the Underwriters Representative as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information contained in the Registration Statement, the Pricing Disclosure Package Preliminary Prospectus or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus, Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information contained in the Registration Statement, the Pricing Disclosure Package Preliminary Prospectus or the Prospectus, Prospectus the Company has promptly notified or will promptly notify the Underwriters Representative and has promptly amended or supplemented or will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule B, when taken together with the Pricing Disclosure Package, does did not, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The foregoing three sentences do not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Company by any Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representative consists of the information described as such in Section 8(b7(b) hereof. Each Issuer Free Writing Prospectus, at the time each was filed with the SEC, complied in all material respects with the requirements of the Securities Act.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering of Securities under this Agreement or until any earlier date that the Company notified or notifies the Underwriters Representative as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information contained in the Registration Statement, the Pricing Disclosure Package Preliminary Prospectus or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus, Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information contained in the Registration Statement, the Pricing Disclosure Package Preliminary Prospectus or the Prospectus, Prospectus the Company has promptly notified or will promptly notify the Underwriters Representative and has promptly amended or supplemented or will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule B, when taken together with the Pricing Disclosure Package, does did not, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The foregoing three sentences do not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Company by any Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representative consists of the information described as such in Section 8(b) 7 hereof. Each Issuer Free Writing Prospectus, at the time each was filed with the SEC, complied in all material respects with the requirements of the Securities Act.

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

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of Securities under this Agreement the Placement Shares or until any earlier date that the Company notified or notifies the Underwriters Agent as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following the issuance of an Issuer Free Writing Prospectus, Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Underwriters and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate Prospectus, if republished immediately following such event or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bdevelopment, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Company has promptly notified or will promptly notify the Agent and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing three sentences do This section does not apply to statements in or omissions from any Issuer Free Writing Prospectus based in reliance upon and in conformity with written information furnished to the Company by any Underwriter the Agent specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter the Agent consists of only the information described as such in Section 8(b10(b) hereof. “Applicable Time” means the date of this Agreement, each Representation Date (as defined in Section 7(l) hereof), the date on which a Placement Notice is given and any date on which Placement Shares are sold hereunder. The Company has not, directly or indirectly, distributed and will not distribute any prospectus or other offering material in connection with the offering and sale of the Placement Shares other than the Prospectus and other materials, if any, permitted under the Securities Act to be distributed.

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

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of the Offered Securities under this Agreement or until any earlier date that the Company notified or notifies the Underwriters as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus, at a time when a prospectus relating to the Offered Securities is (or but for the exemption in Rule 172 would be) required to be delivered under the Act by any Underwriter or dealer, there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Underwriters and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate Prospectus, if republished immediately following such event or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bdevelopment, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Company has promptly notified or will promptly notify the Underwriters and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing three preceding two sentences do not apply to statements in or omissions from any Issuer Free Writing Prospectus based in reliance upon and in conformity with written information furnished to the Company by any Underwriter specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b8(c) hereof.

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

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of Securities under this Agreement the Placement Shares or until any earlier date that the Company notified or notifies the Underwriters Agent as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following the issuance of an Issuer Free Writing Prospectus, Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Underwriters and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate Prospectus, if republished immediately following such event or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bdevelopment, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Company has promptly notified or will promptly notify the Agent and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing three sentences do This section does not apply to statements in or omissions from any Issuer Free Writing Prospectus based in reliance upon and in conformity with written information furnished to the Company by any Underwriter the Agent or Alternative Agents specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter the Agent consists of only the information described as such in Section 8(b10(b) hereof. “Applicable Time” means the date of this Agreement, each Representation Date (as defined in Section 7(l) hereof), the date on which a Placement Notice is given and any date on which Placement Shares are sold hereunder. The Company has not, directly or indirectly, distributed and will not distribute any prospectus or other offering material in connection with the offering and sale of the Placement Shares other than the Prospectus and other materials, if any, permitted under the Securities Act to be distributed.

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

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

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

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

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of Securities under this Agreement the Shares or until any earlier date that the Company notified or notifies the Underwriters Representatives as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package including any document incorporated therein and any prospectus supplement deemed to be a part thereof that has not been superseded or the Prospectusmodified. If at any time following issuance of an Issuer Free Writing Prospectus, Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Underwriters and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate Prospectus, if republished immediately following such event or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bdevelopment, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were madethen prevailing, not misleading, (i) the Company has promptly notified or will notify promptly the Representatives so that any use of the Disclosure Package may cease until it is amended or supplemented and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing three two sentences do not apply to statements in or omissions from any Issuer Free Writing Prospectus based the Disclosure Package made in reliance upon and in conformity with written information furnished in writing to the Company by or on behalf of any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b7(b) hereof.;

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

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

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

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

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of Securities under this Agreement the Placement Shares or until any earlier date that the Company notified or notifies the Underwriters Agent as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following the issuance of an Issuer Free Writing Prospectus, Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Underwriters and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate Prospectus, if republished immediately following such event or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bdevelopment, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Company has promptly notified or will promptly notify the Agent and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing three sentences do This section does not apply to statements in or omissions from any Issuer Free Writing Prospectus based in reliance upon and in conformity with written information furnished to the Company by any Underwriter the Agent specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter the Agent consists of only the information described as such in Section 8(b10(b) hereof. "Applicable Time" means the date of this Agreement, each Representation Date (as defined in Section 7(l) hereof), the date on which a Placement Notice is given and any date on which Placement Shares are sold hereunder. The Company has not, directly or indirectly, distributed and will not distribute any prospectus or other offering material in connection with the offering and sale of the Placement Shares other than the Prospectus and other materials, if any, permitted under the Securities Act to be distributed.

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

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

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, if any, conformed or will conform in all material respects to the requirements of the Securities Act and the Rules and Regulations on the date of first use, and the Company has complied or will comply with any filing requirements applicable to such Issuer Free Writing Prospectus pursuant to the Rules and Regulations. Each Issuer Free Writing Prospectus, if any, when considered together with the Disclosure Package, as of its issue date and at all subsequent times through the completion of the offering of Securities under this Agreement or until any earlier date that the Company notified or notifies the Underwriters as described in the next sentenceProspectus Delivery Period did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus, there occurred or occurs an event or development as a result of which such Issuer Free Writing Statutory Prospectus conflicts or would conflict in any material respect with the information contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus, the Company will promptly notify the Underwriters including any document incorporated by reference therein and will promptly amend any prospectus supplement deemed to be a part thereof that has not been superseded or supplementmodified, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule B, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any 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, in the light of the circumstances under which they were madeprevailing at the subsequent time, not misleading. The foregoing three sentences do not apply ; provided that the Company makes no representation or warranty with respect to statements in or omissions from any Issuer Free Writing Prospectus based upon in reliance upon, and in conformity with with, written information furnished to the Company by any Underwriter or on behalf of the Underwriters or their representatives specifically for use inclusion therein, it being understood and agreed that which information the only parties hereto agree is limited to the Underwriters’ Information. As used herein, the term “Prospectus Delivery Period” means such information furnished by any Underwriter consists period of time after the first date of the information described Offering of the Securities as such in Section 8(bthe reasonable opinion of counsel for the Underwriters a prospectus relating to the Securities is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) hereofin connection with sales of the Securities by the Underwriters or any Selected Dealers (as defined below).

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

Issuer Free Writing Prospectuses. Each Issuer Free Writing ProspectusProspectus and Written Testing-the-Waters Communication, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of Securities under this Agreement the Offered Shares or until any earlier date that the Company notified or notifies the Underwriters Representatives as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement, the Pricing General Disclosure Package or the Final Prospectus. If at any time following issuance of an Issuer Free Writing ProspectusProspectus or making of a Written Testing-the-Waters Communication, there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts or Written Testing-the-Waters Communication, as applicable, conflicted or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Underwriters and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate or correct Written Testing-the-Waters Communication, as applicable, if republished immediately following such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bevent or development, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The foregoing three sentences do not apply to statements in , (i) the Company has promptly notified or omissions from any will promptly notify the Representatives and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus based upon or Written Testing-the-Waters Communication, as applicable, to eliminate or correct such conflict, untrue statement or omission. Except for the Issuer Free Writing Prospectuses, if any, identified in Schedule B, and in conformity with written information electronic road shows, if any, furnished to you before first use, the Company by has not prepared, used or referred to, and will not, without your prior written consent, prepare, use or refer to, any Underwriter specifically for use therein, free writing prospectus. The Company has satisfied and agrees that it being understood and agreed that will satisfy the only such information furnished by conditions in Rule 433 to avoid a requirement to file with the Commission any Underwriter consists of the information described as such in Section 8(b) hereofelectronic road show.

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

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

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of the Securities under this Agreement or until any earlier date that the Company notified or notifies the Underwriters Representatives as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package and the Final Prospectus, including any document incorporated therein, that has not been superseded or the Prospectusmodified. If at any time following issuance of an Issuer Free Writing Prospectus, Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Underwriters and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate Prospectus, if republished immediately following such event or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bdevelopment, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were madethen prevailing, not misleading, (i) the Company has promptly notified or will notify promptly the Representatives so that any use of the Disclosure Package may cease until it is amended or supplemented and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing three two sentences do not apply to statements in or omissions from any the Issuer Free Writing Prospectus based made in reliance upon and in conformity with written information furnished in writing to the Company by or on behalf of any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b7(b) hereof.;

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

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

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

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

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

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

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

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

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

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering of Securities Units under this Agreement or until any earlier date that the Company Partnership notified or notifies the Underwriters Representatives as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus, Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus, the Company Partnership promptly notified or will promptly notify the Underwriters Representatives and have promptly amended or supplemented or will promptly amend or supplement, at its their own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule B3 hereto, when taken together with the Pricing Disclosure Package, does did not, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The foregoing three sentences do not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Company Partnership by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b8(e) hereof.

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

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

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

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

Issuer Free Writing Prospectuses. Each Issuer Free Writing ProspectusProspectus and Written Testing-the-Waters Communication, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of Securities under this Agreement the Offered Shares or until any earlier date that the Company notified or notifies the Underwriters Representatives as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement, the Pricing General Disclosure Package or the Final Prospectus. If at any time following issuance of an Issuer Free Writing ProspectusProspectus or making of a Written Testing-the-Waters Communication, there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts or Written Testing-the-Waters Communication, as applicable, conflicted or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Underwriters and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate or correct Written Testing-the-Waters Communication, as applicable, if republished immediately following such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bevent or development, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The foregoing three sentences do not apply to statements in , (i) the Company has promptly notified or omissions from any will promptly notify the Representatives and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus based upon or Written Testing-the-Waters Communication, as applicable, to eliminate or correct such conflict, untrue statement or omission. Except for the Issuer Free Writing Prospectuses, if any, identified in Schedule B, and in conformity with written information electronic road shows, if any, furnished to you before first use, the Company by has not prepared, used or referred to, and will not, without your prior written consent, prepare, use or refer to, any Underwriter specifically for use therein, free writing prospectus. The Company has satisfied and agrees that it being understood and agreed that will satisfy the only such information furnished by conditions in Rule 433 to avoid a requirement to file with the Commission any Underwriter consists of the information described as such in Section 8(b) hereofelectronic road show.

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

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

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

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

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

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

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

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

Issuer Free Writing Prospectuses. Each “issuer free writing prospectus” as defined in Rule 433,under the Securities Act (an “Issuer Free Writing Prospectus”), if any, conformed or will conform in all material respects to the requirements of the Securities Act on the date of first use, and the Company has complied or will comply with any filing requirements applicable to such Issuer Free Writing Prospectus pursuant to the Securities Act. Each Issuer Free Writing Prospectus, if any, when considered together with the Disclosure Package, as of its issue date and at all subsequent times through the completion of the offering of Securities under this Agreement or until any earlier date that the Company notified or notifies the Underwriters as described in the next sentenceProspectus Delivery Period did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus, there occurred or occurs an event or development as a result of which such Issuer Free Writing Preliminary Prospectus conflicts or would conflict in any material respect with the information contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus, the Company will promptly notify the Underwriters including any document incorporated by reference therein and will promptly amend any prospectus supplement deemed to be a part thereof that has not been superseded or supplementmodified, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule B, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any 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, in the light of the circumstances under which they were madeprevailing at the subsequent time, not misleading. The foregoing three sentences do not apply ; provided that the Company makes no representation or warranty with respect to statements in or omissions from any Issuer Free Writing Prospectus based upon in reliance upon, and in conformity with with, written information furnished to the Company through the Representative by any Underwriter or on behalf of the Underwriters or their representatives specifically for use inclusion therein, it being understood and agreed that which information the only parties hereto agree is limited to the Underwriters’ Information. As used herein, the term “Prospectus Delivery Period” means such information furnished by any Underwriter consists period of time after the first date of the information described offering of the Shares as such in Section 8(bthe reasonable opinion of counsel for the Underwriters a prospectus relating to the Shares is required by law to be delivered (or required to be delivered but for Rule 172 under the Securities Act) hereofin connection with sales of the Shares by the Underwriters or any selected dealers.

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

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

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of the Offered Securities under this Agreement or until any earlier date that the Company notified or notifies the Underwriters Credit Suisse Securities (USA) LLC (“Credit Suisse”) as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following issuance of an Issuer Free Writing ProspectusProspectus but no later than the latest to occur of (i) any Closing Date, (ii) the completion of the distribution of the Offered Securities and, if applicable, the Brookside Securities or (iii) the end of the period when a prospectus relating to the Offered Securities is (or but for the exemption in Rule 172 would be) required to be delivered under the Act by any Underwriter or dealer, there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Underwriters and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate Prospectus, if republished immediately following such event or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bdevelopment, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (x) the Company has promptly notified or will promptly notify Credit Suisse and (y) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing three two sentences do not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Company by any Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information is that described as such in Section 8(b) hereof.

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

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering of the Securities under this Agreement or until any earlier date that the Company or the Guarantor notified or notifies the Underwriters as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information contained in the Registration Statement, the Pricing Disclosure Package any Preliminary Prospectus or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus, there occurred or occurs an Prospectus and prior to the later of the Closing Date and the expiration of the Prospectus Delivery Period (as defined in Section 3(b)) any event or development shall occur as a result of which such Issuer Free Writing Prospectus conflicted, conflicts or would conflict in any material respect with the information contained in the Registration Statement, the Pricing Disclosure Package any Preliminary Prospectus or the Prospectus, the Company or the Guarantor has promptly notified or will promptly notify the Underwriters and has promptly amended or supplemented or will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule B, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The foregoing three two sentences do not apply to statements in or omissions from any Issuer Free Writing Prospectus based made in reliance upon and in conformity with written information furnished to the Company and the Guarantor in writing by any Underwriter specifically of the Underwriters through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in Section 8(b). Any offer that is a written communication relating to the Securities made prior to the initial filing of the Registration Statement by the Company, the Guarantor or any person acting on their behalf (within the meaning, for this paragraph only, of Rule 163(c)) hereofhas been filed with the Commission in accordance with the exemption provided by Rule 163 and otherwise complied with the requirements of Rule 163, including, without limitation, the legending requirement, to qualify for the exemption from Section 5(c) of the Securities Act provided by Rule 163.

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

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

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

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus that the Company is required to file pursuant to Rule 433(d) has been, or will be, filed with the Commission in accordance with the requirements of the Act. Each Issuer Free Writing Prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) or that was prepared by or on behalf of or used by or referred to by the Company complies or will comply in all material respects with the requirements of Rule 433, including timely filing with the Commission or retention where required and legending. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of the Offered Securities under this Agreement or until any earlier date that the Company notified or notifies the Underwriters Representatives as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus, Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Underwriters and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate Prospectus, if republished immediately following such event or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bdevelopment, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The foregoing three sentences do not apply to statements in , (A) the Company has promptly notified or omissions from any will promptly notify the Representatives, and (B) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus based to eliminate or correct such conflict, untrue statement or omission; provided, however, that this representation and warranty shall not apply to any statements or omissions in an Issuer Free Writing Prospectus made in reliance upon and in conformity with written information furnished to the Company by any Underwriter specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereofInformation or Selling Stockholder Information.

Issuer Free Writing Prospectuses. Each issuer free writing prospectus as defined in Rule 433 of the Securities Act (each, an “Issuer Free Writing Prospectus”), as of its issue date and at all subsequent times through the completion of the offering of Securities under this Agreement or until any earlier date that the Company Issuer notified or notifies the Underwriters Underwriter as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus, Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus, the Company will Issuer has promptly notified and shall promptly notify the Underwriters Underwriter and will has promptly amended or supplemented or shall promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule B, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The foregoing three two sentences do not apply to statements in or omissions from any Issuer Free Writing Prospectus based made in reliance upon and in conformity with written (A) information furnished relating to the Company Underwriter furnished in writing to the Issuer by any the Underwriter specifically expressly for use therein, it being understood and agreed that the only such information furnished by any the Underwriter consists of the information Underwriter Information described as such in Section 8(b6(c) hereof or (B) information relating to the Selling Stockholders furnished to Ventas in writing by any Selling Stockholder expressly for use therein, it being understood and agreed that the only such information furnished by the Selling Stockholders consists of the Information described in Section 1(c)(vi) hereof.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering of Securities under this Agreement or until any earlier date that the Company notified or notifies the Underwriters Representatives as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect (except to the extent that such conflict is a modification of or supersedes previous information) with the information contained in the Registration Statement, the Pricing Disclosure Package Preliminary Prospectuses or the ProspectusFinal Prospectuses. If at any time following issuance of an Issuer Free Writing Prospectus, Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect (except to the extent that such conflict is a modification of or supersedes previous information) with the information contained in the Registration Statement, the Pricing Disclosure Package Preliminary Prospectuses or the ProspectusFinal Prospectuses, the Company has promptly notified or will promptly notify the Underwriters Representatives and has promptly amended or supplemented or will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule B, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The foregoing three two sentences do not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with written information furnished in writing to the Company by or on behalf of any Underwriter specifically through the Representatives expressly for use thereinin the Disclosure Package or any of the Filed Documents (the “Underwriter Information”), it being understood and agreed that the only such information furnished by any Underwriter Information consists of the third, seventh, eighth and eleventh paragraphs in the section entitled “Underwriting” in the Preliminary Prospectuses and the Final Prospectuses and, with respect to Desjardins Securities Inc. and Casgrain & Company Limited only, the information described as provided by such Underwriters and contained in Section 8(b) hereofthe fourteenth paragraph in the section entitled “Underwriting” in the Final Prospectuses.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of Securities under this Agreement the Shares or until any earlier date that the Company notified or notifies the Underwriters Representatives as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package including any document incorporated therein and any prospectus supplement deemed to be a part thereof that has not been superseded or the Prospectusmodified. If at any time following issuance of an Issuer Free Writing Prospectus, Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Underwriters and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate Prospectus, if republished immediately following such event or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bdevelopment, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were madethen prevailing, not misleading, (i) the Company has promptly notified or will notify promptly the Representatives so that any use of the Disclosure Package may cease until it is amended or supplemented and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing three two sentences do not apply to statements in or omissions from any Issuer Free Writing Prospectus based the Disclosure Package made in reliance upon and in conformity with written information furnished in writing to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b7(b) hereof.;

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

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

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

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

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

Issuer Free Writing Prospectuses. Each The Corporation (including its agents and representatives, other than the Underwriters in their capacity as such) has not prepared, used, authorized, approved or referred to and will not prepare, use, authorize, approve or refer to any Issuer Free Writing ProspectusProspectus related to the Offering that is a “written communication” (as defined in Rule 405 under the U.S. Securities Act), as of its issue date and at all subsequent times through the completion of the offering of Securities under this Agreement or until any earlier date that the Company notified or notifies the Underwriters as described except in the next sentence, does not and will not include any information that conflicts or will conflict in any material respect accordance with the information contained in the Registration Statement, the Pricing Disclosure Package or the ProspectusSection 3 hereof. If at any time following issuance of an Issuer Free Writing Prospectus, there occurred or occurs an event or development as a result of which Each such Issuer Free Writing Prospectus conflicts or would conflict complied in any all material respect respects with the information contained applicable U.S. Securities Laws, has been or will be (within the time period specified in Rule 433 under the Registration Statement, U.S. Securities Act) filed in accordance with the Pricing Disclosure Package or U.S. Securities Act (to the Prospectus, the Company will promptly notify the Underwriters and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bextent required thereby) and, when taken together with the Pricing Disclosure PackageU.S. Final Prospectus, does each such Issuer Free Writing Prospectus, did not, and at as of the Closing Date and the Option Closing Date, as the case may be, will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The foregoing three sentences do ; provided, however, that this representation and warranty shall not apply to statements any information contained in or omissions omitted from any Issuer Free Writing Prospectus based in reliance upon and in conformity with written information furnished in writing to the Company Corporation by or on behalf of any Underwriter through the Lead Underwriters specifically for use therein. Each such Issuer Free Writing Prospectus did not, it being understood does not and agreed will not include any information that the only such information furnished by any Underwriter consists of conflicted, conflicts or will conflict with the information described as such contained in Section 8(b) hereofthe Registration Statement or the U.S. Final Prospectus.

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering of Securities under this Agreement or until any earlier date that the Company notified or notifies the Underwriters as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information contained in the Registration Statement, the Pricing Disclosure Package Preliminary Prospectus or the ProspectusProspectus (or any amendment or supplement thereto), including any document incorporated or deemed incorporated by reference therein that has not been superseded or modified. If Subject to receiving the consent of the Underwriters pursuant to Section 3(k) hereof, if at any time following issuance of an Issuer Free Writing Prospectus, Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information contained in the Registration Statement, the Pricing Disclosure Package Preliminary Prospectus or the ProspectusProspectus (or any amendment or supplement thereto), the Company has promptly notified or will promptly notify the Underwriters and has promptly amended or supplemented or will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule B, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The foregoing three immediately preceding two sentences do not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Company by any Underwriter specifically expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b) hereof.

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

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of the Offered Securities under this Agreement or until any earlier date that the Company notified or notifies the Underwriters Representative as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following issuance of an Issuer Free Writing ProspectusProspectus and prior to the period during which a prospectus relating to the Offered Securities is (or but for the exemption in Rule 172 would be) required to be delivered under the Act by any Underwriter or dealer, there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Underwriters and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate Prospectus, if republished immediately following such event or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bdevelopment, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (i) the Company has promptly notified or will promptly notify the Representative and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing three sentences do This subsection (f) does not apply to statements in or omissions from any Issuer Free Writing Prospectus based in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the that information described as such in Section 8(b) hereof. The Company has made available a bona fide electronic road show in compliance with Rule 433(d)(8)(ii) such that no filing of any “road show” (as defined in Rule 433(h)) is required in connection with the offering of the Offered Securities.

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

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering public offer and sale of the Securities under this Agreement or until any earlier date that the Company notified or notifies the Underwriters Representatives as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package including any document incorporated therein and any prospectus supplement deemed to be a part thereof that has not been superseded or the Prospectusmodified. If at any time following issuance of an Issuer Free Writing Prospectus, Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information then contained in the Registration Statement, the Pricing Disclosure Package Statement or the Prospectus, the Company will promptly notify the Underwriters and will promptly amend or supplement, at its own expense, as a result of which such Issuer Free Writing Prospectus to eliminate Prospectus, if republished immediately following such event or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule Bdevelopment, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were madethen prevailing, not misleading, (i) the Company has promptly notified or will notify promptly the Representatives so that any use of the Disclosure Package may cease until it is amended or supplemented and (ii) the Company has promptly amended or will promptly amend or supplement such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission. The foregoing three two sentences do not apply to statements in or omissions from any Issuer Free Writing Prospectus based the Disclosure Package made in reliance upon and in conformity with written information furnished in writing to the Company by or on behalf of any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in Section 8(b7(b) hereof.;

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering of Securities under this Agreement or until any earlier date that the Company notified or notifies the Underwriters Representative as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information contained in the Registration Statement, the Pricing Disclosure Package most recent preliminary prospectus or the Prospectus, including in each case, any document incorporated by reference therein that has not been superseded or modified. If at any time following issuance of an Each Issuer Free Writing Prospectus, there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts or would conflict in any material respect with the information contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus, the Company will promptly notify the Underwriters and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule B, when taken together with the Pricing Disclosure Package, does did not, and at the Closing Date Time will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, the most recent preliminary prospectus or the Prospectus, 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 Free Writing Prospectus to eliminate or correct such conflict. The foregoing three two sentences do not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter the Representative consists of the information described as such in Section 8(b) hereofUnderwriter Information.

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

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

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

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

Issuer Free Writing Prospectuses. Each Issuer Free Writing ProspectusProspectus (including, without limitation, any road show that is a free writing prospectus under Rule 433 of the Rules and Regulations), when considered together with the Disclosure Package as of its issue date and at all subsequent times through the completion of the offering of Securities under this Agreement or until any earlier date that the Company notified or notifies the Underwriters as described in the next sentenceApplicable Time, does did not and will not include any information that conflicts or will conflict in any material respect with the information contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus. If at any time following issuance of contain an Issuer Free Writing Prospectus, there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts or would conflict in any material respect with the information contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus, the Company will promptly notify the Underwriters and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule B, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. No Issuer Free Writing Prospectus conflicts or will conflict with the information contained in the Registration Statement or the Prospectus, including any document incorporated by reference therein, and any preliminary or other prospectus deemed to be a part thereof that has not been superseded or modified. The foregoing three sentences representations and warranties in this Section 3(f) do not apply to any statements in or omissions from any made in reliance on and in conformity with the Underwriter Content. Each Issuer Free Writing Prospectus based upon and conformed or will conform in conformity with written information furnished all material respects to the Company by requirements of the Securities Act and the Rules and Regulations on the date of first use and at all subsequent times through the completion of the public offer and sale of the Shares or until any Underwriter specifically for use therein, it being understood and agreed earlier date that the only issuer notified or notifies the Representatives as described in Section 4(b), and the Company has complied with any filing requirements applicable to such information furnished by Issuer Free Writing Prospectus pursuant to the Rules and Regulations. Other than the Registration Statement, the Preliminary Prospectus and the Prospectus, the Company (including its agents and the Representatives, other than the Underwriters in their capacity as such) has not made any Underwriter consists offer relating to the Shares that would constitute an Issuer Free Writing Prospectus without the prior written consent of the information described Representatives, except as such set forth on Annex I hereto. The Company has retained in Section 8(b) hereofaccordance with the Rules and Regulations all Issuer Free Writing Prospectuses that were not required to be filed pursuant to the Rules and Regulations.

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

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

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

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

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

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering of Securities under this Agreement or until any earlier date that the Company notified or notifies the Underwriters Representatives as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect (except to the extent that such conflict is a modification of or supersedes previous information) with the information contained in the Registration Statement, the Pricing Disclosure Package Preliminary Prospectuses or the ProspectusFinal Prospectuses. If at any time following issuance of an Issuer Free Writing Prospectus, Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect (except to the extent that such conflict is a modification of or supersedes previous information) with the information contained in the Registration Statement, the Pricing Disclosure Package Preliminary Prospectuses or the ProspectusFinal Prospectuses, the Company has promptly notified or will promptly notify the Underwriters Representatives and has promptly amended or supplemented or will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule B, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The foregoing three two sentences do not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with written information furnished in writing to the Company by or on behalf of any Underwriter specifically through the Representatives expressly for use thereinin the Disclosure Package or any of the Filed Documents (the “Underwriter Information”), it being understood and agreed that the only such information furnished by any Underwriter Information consists of the third, seventh, and eighth paragraphs in the section entitled “Underwriting” in the Preliminary Prospectuses and the Final Prospectuses and, with respect to Xxxxxxxxxx Securities Inc. and Casgrain & Company Limited only, the information described as provided by such Underwriters and contained in Section 8(b) hereofthe thirteenth paragraph in the section entitled “Underwriting” in the Final Prospectuses.

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

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

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

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering of Securities under this Agreement or until any earlier date that the Company notified or notifies the Underwriters Representatives as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect (except to the extent that such conflict is a modification of or supersedes previous information) with the information contained in the Registration Statement, the Pricing Disclosure Package Preliminary Prospectuses or the ProspectusFinal Prospectuses. If at any time following issuance of an Issuer Free Writing Prospectus, Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect (except to the extent that such conflict is a modification of or supersedes previous information) with the information contained in the Registration Statement, the Pricing Disclosure Package Preliminary Prospectuses or the ProspectusFinal Prospectuses, the Company has promptly notified or will promptly notify the Underwriters Representatives and has promptly amended or supplemented or will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule B, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The foregoing three two sentences do not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with written information furnished in writing to the Company by or on behalf of any Underwriter specifically through the Representatives expressly for use thereinin the Disclosure Package or any of the Filed Documents (the “Underwriter Information”), it being understood and agreed that the only such information furnished by any Underwriter Information consists of the third, seventh, eighth and eleventh paragraphs in the section entitled “Underwriting” in the Preliminary Prospectuses and the Final Prospectuses and, with respect to Desjardins Securities Inc. and Casgrain & Company Limited only, the information described as provided by such Underwriters and contained in Section 8(b) hereofthe thirteenth paragraph in the section entitled “Underwriting” in the Final Prospectuses.

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

Issuer Free Writing Prospectuses. Each Issuer Free Writing Prospectus, as of its issue date and at all subsequent times through the completion of the offering of Securities under this Agreement or until any earlier date that the Company notified or notifies the Underwriters Xxxxxxx Xxxxx as described in the next sentence, did not, does not and will not include any information that conflicted, conflicts or will conflict in any material respect with the information contained in the Registration Statement, the Pricing Disclosure Package Preliminary Prospectus or the Prospectus. If at any time following issuance of an Issuer Free Writing Prospectus, Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicts conflicted or would conflict in any material respect with the information contained in the Registration Statement, the Pricing Disclosure Package Preliminary Prospectus or the Prospectus, the Company has promptly notified or will promptly notify the Underwriters Xxxxxxx Xxxxx and has promptly amended or supplemented or will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict. Any Issuer Free Writing Prospectus not identified on Schedule B, when taken together with the Pricing Disclosure Package, does not, and at the Closing Date will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The foregoing three two sentences do not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Company by any Underwriter Xxxxxxx Xxxxx specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter Xxxxxxx Xxxxx consists of the information described as such in Section 8(b) 8 hereof. Each Issuer Free Writing Prospectus complied or will comply in all material respects with the requirements of the Securities Act on the date of first use, and the Company has complied or will comply with any filing requirements applicable to Issuer Free Writing Prospectuses pursuant to the Securities Act. The Company has retained or will retain in accordance with the Securities Act all Issuer Free Writing Prospectuses that were not or are not required to be filed with the Commission.

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

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

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

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

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