Common use of No Material Misstatement or Omission Clause in Contracts

No Material Misstatement or Omission. (i) The Time of Sale Document, as of the Time of Sale, did not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) the Final Offering Memorandum, as of the date thereof, did not, and, at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) each such Company Additional Written Communication does not conflict with the information contained in the Time of Sale Document or the Final Offering Memorandum, and when taken together with the Time of Sale Document, did not, and, at the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except in each case that the representations and warranties set forth in this paragraph do not apply to statements or omissions made in reliance upon and in conformity with information relating to the Initial Purchaser and furnished to the Company in writing by the Initial Purchaser expressly for use in the Time of Sale Document or the Final Offering Memorandum as set forth in Section 12. No injunction or order has been issued that either (i) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Securities or the use of the Time of Sale Document or the Final Offering Memorandum in any jurisdiction, and no proceeding for either such purpose has commenced or is pending or, to the knowledge of the Company, is contemplated.

No Material Misstatement or Omission. (i) The Time of Sale DocumentPreliminary Offering Memorandum, as of the Time of Saledate thereof, did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) the Final General Disclosure Package, as of the Applicable Time, did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) the Offering Memorandum, as of the date thereof, did not and, at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iv) each Issuer Free Writing Document (as defined below) set forth on Exhibit D, when taken together with the General Disclosure Package, did not, and, at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) each such Company Additional Written Communication does not conflict with the information contained in the Time of Sale Document or the Final Offering Memorandum, and when taken together with the Time of Sale Document, did not, and, at the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except in each case that the . The representations and warranties set forth in this the preceding paragraph do not apply to statements in or omissions from the Preliminary Offering Memorandum, the Offering Memorandum, the General Disclosure Package, any Issuer Free Writing Document or any amendment or supplement to any of the foregoing made in reliance upon and in conformity with written information relating to the Initial Purchaser and furnished to the Company in writing or the Guarantors by such Initial Purchaser through the Representative expressly for use therein, it being understood and agreed that the only such information furnished by the Initial Purchaser expressly for use in Purchasers as aforesaid consists of the Time of Sale Document or the Final Offering Memorandum information described as set forth such in Section 12. No injunction or order has been issued that either (i6(b) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Securities or the use of the Time of Sale Document or the Final Offering Memorandum in any jurisdiction, and no proceeding for either such purpose has commenced or is pending or, to the knowledge of the Company, is contemplatedhereof.

No Material Misstatement or Omission. (i) The Time of Sale Document, as of the Time of Saledate thereof and at all times subsequent thereto up to the Closing Date, did not, does not include and will not contain any untrue statement of a material fact fact, or omit omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, misleading and (ii) the Final Offering Memorandum, at the time of each sale of the Notes and at the Closing Date, as of the date thereof, did not and will not, and, at the Closing Date, will not include contain any untrue statement of a material fact fact, or omitted or will omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) each such Company Additional Written Communication does not conflict with the information contained in the Time of Sale Document or the Final Offering Memorandum(as defined below), and when taken together with the Time of Sale Document, did not, and, at the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except except, in each case case, that the representations and warranties set forth in this paragraph Section 4(c) do not apply to statements or omissions made in reliance upon and in conformity with information relating to the Initial Purchaser and furnished to the Company in writing by the Initial Purchaser expressly for use in the Preliminary Offering Memorandum, the Time of Sale Document Documents or the Final Offering Memorandum as set forth or any amendment or supplement thereto, it being understood and agreed that the only such information furnished by the Initial Purchaser to the Company consists of the information described in Section 1212 hereof. No injunction or order has been issued that either (i) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Securities Notes or the use of the Time of Sale Document or Document, the Final Offering Memorandum or any amendment or supplement thereto, in any jurisdiction, . No statement of material fact included in the Final Offering Memorandum has been omitted from the Time of Sale Document and no proceeding for either such purpose statement of material fact included in the Time of Sale Document that is required to be included in the Final Offering Memorandum has commenced or is pending or, to the knowledge of the Company, is contemplatedbeen omitted therefrom.

No Material Misstatement or Omission. (i) The Time of Sale DocumentPreliminary Offering Memorandum, as of the Time of Saledate thereof, did not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) the Final General Disclosure Package, as of the Applicable Time, did not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) the Offering Memorandum, as of the date thereof, did not, not and, at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iiiiv) each such Company Additional Written Communication does not conflict with the information contained in the Time of Sale Issuer Free Writing Document or the Final Offering Memorandum(as defined below), and when taken together with the Time of Sale DocumentGeneral Disclosure Package, did not, and, at the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except in each case that the . The representations and warranties set forth in this the preceding paragraph do not apply to statements in or omissions from the Preliminary Offering Memorandum, the Offering Memorandum, the General Disclosure Package, any Issuer Free Writing Document or any amendment or supplement to any of the foregoing made in reliance upon and in conformity with written information relating to the Initial Purchaser and furnished to the Company in writing by or on behalf of any Initial Purchaser through the Representative expressly for use therein, it being understood and agreed that the only such information furnished by the Initial Purchaser expressly for use in Purchasers as aforesaid consists of the Time of Sale Document or the Final Offering Memorandum information described as set forth such in Section 126(b) hereof. No injunction or order has been issued that either (i) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Securities or the use of the Time of Sale Document or the Final Offering Memorandum in any jurisdiction, and no proceeding for either such purpose has commenced or is pending or, to the knowledge of the Company, is contemplated.4)

No Material Misstatement or Omission. (i) The Time of Sale DocumentPreliminary Offering Memorandum, as of the Time of Saledate thereof, did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) the Final General Disclosure Package, as of the Applicable Time, did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) the Offering Memorandum, as of the its date thereof, did not, and, at or as of the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iiiiv) each such Company Additional Written Communication does not conflict with the information contained in the Time of Sale Issuer Free Writing Document or the Final Offering Memorandum(as defined below), and when taken together with the Time of Sale DocumentGeneral Disclosure Package, did not, andas of the Applicable Time, at the Closing Date, will not contain include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except in each case that the . The representations and warranties set forth in this the preceding paragraph do not apply to statements contained in or omissions omitted from the Preliminary Offering Memorandum, the Offering Memorandum, the General Disclosure Package, any Issuer Free Writing Document or any amendment or supplement to any of the foregoing made in reliance upon and in conformity with written information relating to the Initial Purchaser and furnished to the Company in writing Partnership by or on behalf of any Initial Purchaser through the Representative specifically for use or inclusion therein, it being understood and agreed that the only such information furnished by or on behalf of the Initial Purchaser expressly for use in Purchasers consists of the Time of Sale Document or the Final Offering Memorandum information described as set forth such in Section 12. No injunction or order has been issued that either (i6(b) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Securities or the use of the Time of Sale Document or the Final Offering Memorandum in any jurisdiction, and no proceeding for either such purpose has commenced or is pending or, to the knowledge of the Company, is contemplatedhereof.

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

No Material Misstatement or Omission. (i) The Time of Sale Document, as of the Time of Sale, did not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) the Final Offering Memorandum, as of the date thereof, did not, and, at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) each such no Company Additional Written Communication does not conflict conflicts with the information contained in the Time of Sale Document or the Final Offering Memorandum, and or when taken together with the Time of Sale Document, did not, andcontained or, at the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except in each case that the representations and warranties set forth in this paragraph do not apply to statements or omissions made in reliance upon and in conformity with information relating to the any Initial Purchaser and furnished to the Company in writing by the any Initial Purchaser through the Representatives expressly for use in the Time of Sale Document or the Final Offering Memorandum as set forth in Section 1214. No injunction or order has been issued that either (i) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Securities or the use of the Time of Sale Document or the Final Offering Memorandum in any jurisdiction, and no proceeding for either such purpose has commenced or is pending or, to the knowledge of the Company, is contemplated.

No Material Misstatement or Omission. (i) The Time of Sale Document, as of the Time of SaleApplicable Time, did not include and, at all times subsequent thereto through the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) the Final Offering Memorandum, as of the date thereof, did not, not and, at the time of each sale of the Securities and at the Closing Date, will not include contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading; and (iii) each such Company Additional Written Communication does not conflict with the information contained in the Time of Sale Document or the Final Offering MemorandumCommunication, and when taken together with the Time of Sale Document, did not, and, at the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except in each case that the representations and warranties set forth in this paragraph do not apply to statements or omissions omissions, made in reliance upon and in conformity with information relating to the any Initial Purchaser and furnished to the Company or the Guarantor in writing by the Initial Purchaser Purchasers expressly for use in the Time of Sale Document or the Final Offering Memorandum as set forth in Section 1213. No injunction or order has been issued that either (i) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Securities or the use of the Time of Sale Document or the Final Offering Memorandum in any jurisdiction. No statement of material fact included in the Final Offering Memorandum has been omitted from the Time of Sale Document, and no proceeding for either such purpose statement of material fact included in the Time of Sale Document has commenced or is pending or, to been omitted from the knowledge of the Company, is contemplatedFinal Offering Memorandum.

No Material Misstatement or Omission. (i) The Time of Sale Document, as of the Time of SaleApplicable Time, did not include and, at all times subsequent thereto through the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) the Final Offering Memorandum, as of the date thereof, did not, not and, at the time of each sale of the Securities and at the Closing Date, will not include contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading; and (iii) each such Company Additional Written Communication does not conflict with the information contained in the Time of Sale Document or the Final Offering MemorandumCommunication, and when taken together with the Time of Sale Document, did not, and, at the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except in each case that the representations and warranties set forth in this paragraph do not apply to statements or omissions omissions, made in reliance upon and in conformity with information relating to the any Initial Purchaser and furnished to the Company or the Guarantors in writing by the Initial Purchaser Purchasers expressly for use in the Time of Sale Document or the Final Offering Memorandum as set forth in Section 1213. No injunction or order has been issued that either (i) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Securities or the use of the Time of Sale Document or the Final Offering Memorandum in any jurisdiction. No statement of material fact included in the Final Offering Memorandum has been omitted from the Time of Sale Document, and no proceeding for either such purpose statement of material fact included in the Time of Sale Document has commenced or is pending or, to been omitted from the knowledge of the Company, is contemplatedFinal Offering Memorandum.

No Material Misstatement or Omission. (i) The Time of Sale Document, as of the Time of Sale, did not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) the Final Offering Memorandum, as of the date thereof, did not, and, at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) each such Company Additional Written Communication does not conflict with the information contained in the Time of Sale Document or the Final Offering Memorandum, and when taken together with the Time of Sale Document, did not, and, at the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except in each case that the representations and warranties set forth in this paragraph do not apply to statements or omissions made in reliance upon and in conformity with information relating to the any Initial Purchaser and furnished to the Company in writing by the any Initial Purchaser expressly for use in the Time of Sale Document or the Final Offering Memorandum as set forth in Section 1213. No injunction or order has been issued that either (i) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Securities or the use of the Time of Sale Document or the Final Offering Memorandum in any jurisdiction, and no proceeding for either such purpose has commenced or is pending or, to the knowledge of the Company, is contemplated.

No Material Misstatement or Omission. (i) The Time of Sale DocumentPreliminary Offering Memorandum, as of the Time of Saledate thereof, did not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) the Final General Disclosure Package, as of the Applicable Time, did not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) the Offering Memorandum, as of the date thereof, did not, and, and at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iiiiv) each such Company Additional Written Communication does not conflict with the information contained in the Time of Sale Issuer Free Writing Document or the Final Offering Memorandumset forth on Schedule E, and when taken together with the Time General Disclosure Package, as of Sale Documentthe Applicable Time, did not, and, at the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except in each case that the . The representations and warranties set forth in this the preceding paragraph do not apply to statements in or omissions from the Preliminary Offering Memorandum, the Offering Memorandum, the General Disclosure Package, any Issuer Free Writing Document or any amendment or supplement to any of the foregoing made in reliance upon and in conformity with written information relating to the any Initial Purchaser and furnished to the Company in writing by such Initial Purchaser through the Representative expressly for use therein, it being understood and agreed that the only such information furnished by the Initial Purchaser expressly for use in Purchasers as aforesaid consists of the Time of Sale Document or the Final Offering Memorandum information described as set forth such in Section 12. No injunction or order has been issued that either (i6(b) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Securities or the use of the Time of Sale Document or the Final Offering Memorandum in any jurisdiction, and no proceeding for either such purpose has commenced or is pending or, to the knowledge of the Company, is contemplatedhereof.

No Material Misstatement or Omission. (i) The Time of Sale DocumentPreliminary Offering Memorandum, as of the Time of Saledate thereof, did not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) the Final General Disclosure Package, as of the Applicable Time, did not and, at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) the Offering Memorandum, as of the date thereof, did not, not and, at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iiiiv) each such Company Additional Written Communication does not conflict with the information contained in the Time of Sale Issuer Free Writing Document or the Final Offering Memorandum(as defined below), and when taken together with the Time General Disclosure Package, as of Sale Documentthe Applicable Time, did not, not and, at the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except in each case that the . The representations and warranties set forth in this the preceding paragraph do not apply to statements in or omissions from the Preliminary Offering Memorandum, the Offering Memorandum, the General Disclosure Package, any Issuer Free Writing Document or any amendment or supplement to any of the foregoing made in reliance upon and in conformity with written information relating to the any Initial Purchaser and furnished to the Company in writing by such Initial Purchaser through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by the Initial Purchaser expressly for use in Purchasers as aforesaid consists of the Time of Sale Document or the Final Offering Memorandum information described as set forth such in Section 12. No injunction or order has been issued that either (i6(b) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Securities or the use of the Time of Sale Document or the Final Offering Memorandum in any jurisdiction, and no proceeding for either such purpose has commenced or is pending or, to the knowledge of the Company, is contemplatedhereof.

No Material Misstatement or Omission. (i) The Neither the Time of Sale Document, as of the Time of Sale, did not include nor any untrue statement of a material fact amendment or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) the Final Offering Memorandumsupplement thereto, as of the date thereof, did not, and, thereof and at all times subsequent thereto up to the Closing Date, will did not include and does not contain any untrue statement of if a material fact fact, or omit omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iiiii) each such Company Additional Written Communication does not conflict with the information contained in the Time of Sale Document or the Final Offering MemorandumCIM, and when taken together with at the Time time of Sale Document, did not, and, each sale of the Regulation S Notes and at the Closing Date, as then amended or supplemented, if applicable, did not and will not not, contain any untrue statement of a material fact fact, or omit omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except in each case that the representations and warranties set forth in this paragraph Section 3(a) do not apply to statements or omissions made in reliance upon and in conformity with information relating to the Initial Purchaser Purchasers and furnished to the Company in writing by the Initial Purchaser Purchasers expressly for use in the Time of Sale Document or the Final Offering Memorandum as set forth in Section 12CIM or any amendment or supplement thereto. No injunction or order has been issued that either (i) asserts that any of the Transactions transactions contemplated by the Regulation S Purchase Documents is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Securities Regulation S Notes or the use of the Time of Sale Document Document, the CIM or the Final Offering Memorandum any amendment or supplement thereto, in any jurisdiction, . No statement of material fact included or to be included in the CIM has omitted from the Time of Sale Document and no proceeding for either such purpose statement of material fact included in the Time of Sale Document that is required to be included in the CIM has commenced been omitted or is pending or, to the knowledge of the Company, is contemplatedwill be omitted therefrom.

No Material Misstatement or Omission. (i) The Time of Sale DocumentPreliminary Offering Memorandum, as of the Time of Saledate thereof, did not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) the Final General Disclosure Package, as of the Applicable Time, did not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) the Offering Memorandum, as of the date thereof, did not, not and, at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iiiiv) each such Company Additional Written Communication does not conflict with the information contained in the Time of Sale Issuer Free Writing Document or the Final Offering Memorandum(as defined below), and when taken together with the Time of Sale DocumentGeneral Disclosure Package, did not, and, at the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except in each case that the . The representations and warranties set forth in this the preceding paragraph do not apply to statements in or omissions from the Preliminary Offering Memorandum, the Offering Memorandum, the General Disclosure Package, any Issuer Free Writing Document or any amendment or supplement to any of the foregoing made in reliance upon and in conformity with written information relating to the Initial Purchaser and furnished to the Company in writing by or on behalf of any Initial Purchaser through the Representative expressly for use therein, it being understood and agreed that the only such information furnished by the Initial Purchaser expressly for use in Purchasers as aforesaid consists of the Time of Sale Document or the Final Offering Memorandum information described as set forth such in Section 12. No injunction or order has been issued that either (i6(b) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Securities or the use of the Time of Sale Document or the Final Offering Memorandum in any jurisdiction, and no proceeding for either such purpose has commenced or is pending or, to the knowledge of the Company, is contemplatedhereof.

No Material Misstatement or Omission. (i) The Time of Sale Document, as of the Time of Sale, did not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) the Final Offering Memorandum, as of the date thereof, did not, and, at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) each such Company Additional Written Communication does not conflict with the information contained in the Time of Sale Document or the Final Offering Memorandum, and when taken together with the Time of Sale Document, did not, and, at the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except in each case that the representations and warranties set forth in this paragraph do not apply to statements or omissions made in reliance upon and in conformity with information relating to the any Initial Purchaser and furnished to the Company in writing by the any Initial Purchaser through the Representative expressly for use in the Time of Sale Document or the Final Offering Memorandum as set forth in Section 12. No injunction or order has been issued that either (i) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Securities or the use of the Time of Sale Document or the Final Offering Memorandum in any jurisdiction, and no proceeding for either such purpose has commenced or is pending or, to the knowledge of the Company, is contemplated.

No Material Misstatement or Omission. (i) The Time of Sale DocumentPreliminary Offering Memorandum, as of the Time of Saledate thereof, did not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) the Final General Disclosure Package, as of the Applicable Time, did not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) the Offering Memorandum, as of the date thereof, did not, not and, at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iiiiv) each such Company Additional Written Communication does not conflict with the information contained in the Time of Sale Issuer Free Writing Document or the Final Offering Memorandum(as defined below), and when taken together with the Time of Sale DocumentGeneral Disclosure Package, did not, and, at the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except in each case that the . The representations and warranties set forth in this the preceding paragraph do not apply to statements in or omissions from the Preliminary Offering Memorandum, the Offering Memorandum, the General Disclosure Package, any Issuer Free Writing Document or any amendment or supplement to any of the foregoing made in reliance upon and in conformity with written information relating to the any Initial Purchaser and furnished to the Company in writing by such Initial Purchaser through the Representative expressly for use therein, it being understood and agreed that the only such information furnished by the Initial Purchaser expressly for use in Purchasers as aforesaid consists of the Time of Sale Document or the Final Offering Memorandum information described as set forth such in Section 12. No injunction or order has been issued that either (i6(b) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Securities or the use of the Time of Sale Document or the Final Offering Memorandum in any jurisdiction, and no proceeding for either such purpose has commenced or is pending or, to the knowledge of the Company, is contemplatedhereof.

No Material Misstatement or Omission. (i) The Time of Sale Document, as of the Time of SaleApplicable Time, did not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) the Final Offering Memorandum, as of the date thereof, did not, and, and at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) each such Company Additional Written Communication does not conflict with the information contained in the Time of Sale Document or the Final Offering MemorandumCommunication, and when taken together with the Time of Sale Document, at the time such Company Additional Written Communication was made did not, and, at the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except in each case that the representations and warranties set forth in this paragraph do not apply to statements or omissions made in reliance upon and in conformity with information relating to the Initial Purchaser Purchasers and furnished to the Company Issuers in writing by the Initial Purchaser Purchasers expressly for use in the Time of Sale Document or the Final Offering Memorandum as set forth in Section 1213. No injunction or order has been issued that either (i) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Securities or the use of the Time of Sale Document or the Final Offering Memorandum in any jurisdiction. No statement of material fact included in the Final Offering Memorandum has been omitted from the Time of Sale Document, and no proceeding for either statement of material fact included in the Time of Sale Document has been omitted from the Final Offering Memorandum. “Applicable Time” means 2:25 p.m., New York City time, on the date hereof or such purpose has commenced or is pending or, to the knowledge of the Company, is contemplatedother time as may be agreed upon in writing by Kratos and Jefferies.

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

No Material Misstatement or Omission. (i) The Time of Sale DocumentPreliminary Offering Memorandum, as of the Time of Saledate thereof, did not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) the Final General Disclosure Package, as of the Applicable Time, did not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) the Offering Memorandum, as of the date thereof, did not, not and, at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iiiiv) each such Company Additional Written Communication does not conflict with Issuer Free Writing Document (as defined below) set forth on Exhibit E, as of the information contained in the Time of Sale Document or the Final Offering Memorandumdate thereof, and when taken together with the Time of Sale DocumentGeneral Disclosure Package, did not, and, at the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except in each case that the . The representations and warranties set forth in this the preceding paragraph do not apply to statements in or omissions from the Preliminary Offering Memorandum, the Offering Memorandum, the General Disclosure Package, any Issuer Free Writing Document or any amendment or supplement to any of the foregoing made in reliance upon and in conformity with written information relating to the Initial Purchaser and furnished to the Company in writing by or on behalf of any Initial Purchaser through the Representative expressly for use therein, it being understood and agreed that the only such information furnished by the Initial Purchaser expressly for use in Purchasers as aforesaid consists of the Time of Sale Document or the Final Offering Memorandum information described as set forth such in Section 12. No injunction or order has been issued that either (i6(b) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Securities or the use of the Time of Sale Document or the Final Offering Memorandum in any jurisdiction, and no proceeding for either such purpose has commenced or is pending or, to the knowledge of the Company, is contemplatedhereof.

No Material Misstatement or Omission. (i) The Neither the Time of Sale Document, nor any amendment or supplement thereto, as of the Time of SaleSale and as of the Closing Date, did not include contained or will contain any untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (ii) the Final Offering Memorandum, as of the date thereof, did not, and, at hereof and as of the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) each such Company Additional Written Communication does not conflict with the information contained in the Time of Sale Document or the Final Offering Memorandum, and when taken together with the Time of Sale Document, did not, and, at the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except in each case that the representations and warranties set forth in this paragraph Section 4(b) do not apply to statements or omissions made in reliance upon and in conformity with information relating to the Initial Purchaser Purchasers and furnished to the Company in writing by the Initial Purchaser Representative expressly for use in the Time of Sale Document Preliminary Offering Memorandum or the Final Offering Memorandum as set forth or any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Initial Purchaser to the Company consists of the information described in Section 1213 hereof. No injunction or order has been issued that either (i) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Securities or the use of the Time of Sale Document or Document, the Final Offering Memorandum or any amendment or supplement thereto, in any jurisdiction. No statement of material fact included in the Final Offering Memorandum has been omitted from the Time of Sale Document and no statement of material fact included in the Time of Sale Document that is required to be included in the Final Offering Memorandum has been omitted therefrom. The Company has not distributed, and no proceeding for either such purpose has commenced or is pending orwill not distribute, prior to the knowledge later of the CompanyClosing Date and the completion of the Initial Purchasers’ distribution of the Securities, is contemplatedany offering material in connection with the offering and sale of the Securities other than the Time of Sale Document and the Final Offering Memorandum.

No Material Misstatement or Omission. (i) The Time of Sale Document, as of the Time of SaleApplicable Time, did not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) the Final Offering Memorandum, as of the date thereof, did not, and, at the First Closing Date and each applicable Option Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) each such Company Additional Written Communication does not conflict with the information contained in the Time of Sale Document or the Final Offering Memorandum, and when taken together with the Time of Sale Document, did not, and, at the First Closing Date and each applicable Option Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except in each case that the representations and warranties set forth in this paragraph do not apply to statements or omissions made in reliance upon and in conformity with information relating to the Initial Purchaser Purchasers and furnished to the Company in writing by the Initial Purchaser Purchasers through the Representatives expressly for use in the Time of Sale Document or the Final Offering Memorandum as set forth in Section 129(b). No injunction or order has been issued that either (i) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Securities or the use of the Time of Sale Document or the Final Offering Memorandum in any jurisdiction, and no proceeding for either such purpose has commenced or is pending or, to the knowledge of the Company, is contemplated.

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

No Material Misstatement or Omission. (i) The Time of Sale Document, as of the Time of SaleApplicable Time, did not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) the Final Offering Memorandum, as of the date thereof, did not, and, and at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) each such Company Additional Written Communication does not conflict with the information contained in the Time of Sale Document or the Final Offering MemorandumCommunication, and when taken together with the Time of Sale Document, at the time such Company Additional Written Communication was made did not, and, at the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except in each case that the representations and warranties set forth in this paragraph do not apply to statements or omissions made in reliance upon and in conformity with information relating to the Initial Purchaser Purchasers and furnished to the Company Kratos in writing by the Initial Purchaser Purchasers expressly for use in the Time of Sale Document or the Final Offering Memorandum as set forth in Section 1213. No injunction or order has been issued that either (i) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Securities or the use of the Time of Sale Document or the Final Offering Memorandum in any jurisdiction. No statement of material fact included in the Final Offering Memorandum has been omitted from the Time of Sale Document, and no proceeding for either such purpose statement of material fact included in the Time of Sale Document has commenced or is pending or, to been omitted from the knowledge of the Company, is contemplatedFinal Offering Memorandum.

No Material Misstatement or Omission. (i) The Time of Sale DocumentPreliminary Offering Memorandum, as of the Time of Saledate thereof, did not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) the Final General Disclosure Package, as of the Applicable Time, did not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) the Offering Memorandum, as of the date thereof, did not, not and, at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iiiiv) each such Company Additional Written Communication does not conflict with Issuer Free Writing Document (as defined below) set forth on Exhibit F(2), as of the information contained in the Time of Sale Document or the Final Offering Memorandumdate thereof, and when taken together with the Time of Sale DocumentGeneral Disclosure Package, did not, and, at the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except in each case that the . The representations and warranties set forth in this the preceding paragraph do not apply to statements in or omissions from the Preliminary Offering Memorandum, the Offering Memorandum, the General Disclosure Package, any Issuer Free Writing Document or any amendment or supplement to any of the foregoing made in reliance upon and in conformity with written information relating to the Initial Purchaser and furnished to the Company in writing by any Initial Purchaser through the Representatives expressly for use therein, it being understood and agreed that the only such information furnished by the Initial Purchaser expressly for use in Purchasers as aforesaid consists of the Time of Sale Document or the Final Offering Memorandum information described as set forth such in Section 12. No injunction or order has been issued that either (i6(b) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Securities or the use of the Time of Sale Document or the Final Offering Memorandum in any jurisdiction, and no proceeding for either such purpose has commenced or is pending or, to the knowledge of the Company, is contemplatedhereof.

No Material Misstatement or Omission. (i) The Time of Sale Document, and any amendment or supplement thereto, as of the Time of Saledate thereof and at all times subsequent thereto up to the Closing Date, did not include and does not contain any untrue statement of a material fact fact, or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) the Final Offering Memorandum, as of the date thereof, did not, and, at the Closing Date, will not include any untrue statement of a material fact omitted or omit omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iiiii) each such Company Additional Written Communication does not conflict with the information contained in the Time of Sale Document or the Final Offering MemorandumCircular, at the time of each sale of the Notes and when taken together with the Time of Sale Document, did not, and, at the Closing Date, as then amended or supplemented by the Co-Issuers, if applicable, did not and will not not, contain any untrue statement of a material fact fact, or omitted or will omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except in each case that the representations and warranties set forth in this paragraph Section 4(a) do not apply to statements or omissions made in reliance upon and in conformity with information relating to the Initial Purchaser and furnished to the Company Co-Issuers in writing by the Initial Purchaser expressly for use in the Time of Sale Document Preliminary Offering Circular or the Final Offering Memorandum as set forth Circular or any amendment or supplement thereto, it being understood and agreed that the only such information furnished by the Initial Purchaser to the Company consists of the information described in Section 1212 hereof. No injunction or order has been issued that either (i) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Securities Notes or the use of the Time of Sale Document or Document, the Final Offering Memorandum Circular or any amendment or supplement thereto, in any jurisdiction, . No statement of material fact included in the Final Offering Circular has been omitted from the Time of Sale Document and no proceeding for either such purpose statement of material fact included in the Time of Sale Document that is required to be included in the Final Offering Circular has commenced or is pending or, to the knowledge of the Company, is contemplatedbeen omitted therefrom.

No Material Misstatement or Omission. (i) The Time of Sale Document, as of the Time of Sale, did not include contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) the Final Offering Memorandum, as of the date thereof, did not, not and, at the Closing Date, will not include contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) each such Company Additional Written Communication does not conflict with the information contained in the Time of Sale Document or the Final Offering Memorandum, and when taken together with the Time of Sale Document, at the time each Company Additional Written Communication was made, did not, and, at the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except in each case that the representations and warranties set forth in this paragraph do not apply to statements or omissions made in reliance upon and in conformity with information relating to the Initial Purchaser and furnished to the Company in writing by the Initial Purchaser expressly for use in the Time of Sale Document or Document, the Final Offering Memorandum or Company Additional Written Communication as set forth in Section 1212 hereof. No injunction or order has been issued that either (i) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Securities or the use of the Time of Sale Document or the Final Offering Memorandum in any jurisdictionjurisdiction in which the Securities are proposed to be sold by the Initial Purchaser, and no proceeding for either such purpose has commenced or is pending or, to the knowledge of the CompanyCompany or the Guarantors, is contemplatedthreatened.

No Material Misstatement or Omission. (i) The Time of Sale Document, as of the Time of Sale, did not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) the Final Offering Memorandum, as of the date thereofits date, did not, and, at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) each such Company Additional Written Communication does not conflict with the information contained in the Time of Sale Document or the Final Offering Memorandum, and when taken together with the Time of Sale Document, did not, and, at the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except in each case that the representations and warranties set forth in this paragraph do not apply to statements or omissions made in reliance upon and in conformity with information relating to the any Initial Purchaser and furnished to the Company in writing by the any Initial Purchaser through the Representatives expressly for use in the Time of Sale Document or the Final Offering Memorandum as set forth in Section 1213. No injunction or order has been issued that either (i) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Securities or the use of the Time of Sale Document or the Final Offering Memorandum in any jurisdiction, and no proceeding for either such purpose has commenced or is pending or, to the knowledge of the Company, is contemplated.

No Material Misstatement or Omission. (i) The Time of Sale DocumentPreliminary Offering Memorandum, as of the Time of Saledate thereof, did not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) the Final General Disclosure Package, as of the Applicable Time, did not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) the Offering Memorandum, as of the date thereof, did not, not and, at the Closing Date, will not, include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iv) any electronic road show (other than any Permitted General Solicitation (as defined below)), together with the General Disclosure Package, did not as of the Applicable Time, and at the Closing Date will not, include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (v) each general solicitation listed on Exhibit E-2 hereto (each such solicitation, a “Permitted General Solicitation”), together with the General Disclosure Package, did not as of the Applicable Time, and at the Closing Date will not, include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iiivi) each such Company Additional Written Communication does not conflict with the information contained in the Time of Sale Issuer Free Writing Document or the Final Offering Memorandum(as defined below) set forth on Exhibit E-1, and when taken together with the Time of Sale DocumentGeneral Disclosure Package, did not, and, at the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except in each case that the . The representations and warranties set forth in this the preceding paragraph do not apply to statements in or omissions from the Preliminary Offering Memorandum, the Offering Memorandum, the General Disclosure Package, any Issuer Free Writing Document, any Permitted General Solicitation or any amendment or supplement to any of the foregoing made in reliance upon and in conformity with written information relating to the any Initial Purchaser and furnished to the Company in writing by such Initial Purchaser through the Representative expressly for use therein, it being understood and agreed that the only such information furnished by the Initial Purchaser expressly for use in Purchasers as aforesaid consists of the Time of Sale Document or the Final Offering Memorandum information described as set forth such in Section 12. No injunction or order has been issued that either (i6(b) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Securities or the use of the Time of Sale Document or the Final Offering Memorandum in any jurisdiction, and no proceeding for either such purpose has commenced or is pending or, to the knowledge of the Company, is contemplatedhereof.

No Material Misstatement or Omission. (i) The Neither the Time of Sale Document, nor any amendment or supplement thereto, as of the Time of SaleSale and as of the Closing Date, did not include contained or will contain any untrue statement of a material fact or omitted, omits or will omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (ii) the Final Offering Memorandum, as of the date thereof, did not, and, at hereof and as of the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) each such Company Additional Written Communication does not conflict with the information contained in the Time of Sale Document or the Final Offering Memorandum, and when taken together with the Time of Sale Document, did not, and, at the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except in each case that the representations and warranties set forth in this paragraph Section 4(b) do not apply to statements or omissions made in reliance upon and in conformity with information relating to the Initial Purchaser Purchasers and furnished to the Company in writing by the Initial Purchaser Representatives expressly for use in the Time of Sale Document Preliminary Offering Memorandum or the Final Offering Memorandum as set forth or any amendment or supplement thereto, it being understood and agreed that the only such information furnished by any Initial Purchaser to the Company consists of the information described in Section 1213 hereof. No injunction or order has been issued that either (i) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Securities or the use of the Time of Sale Document or Document, the Final Offering Memorandum or any amendment or supplement thereto, in any jurisdiction. No statement of material fact included in the Final Offering Memorandum has been omitted from the Time of Sale Document and no statement of material fact included in the Time of Sale Document that is required to be included in the Final Offering Memorandum has been omitted therefrom. The Company has not distributed, and no proceeding for either such purpose has commenced or is pending orwill not distribute, prior to the knowledge later of the CompanyClosing Date and the completion of the Initial Purchasers’ distribution of the Securities, is contemplatedany offering material in connection with the offering and sale of the Securities other than the Time of Sale Document and the Final Offering Memorandum.

No Material Misstatement or Omission. (i) The Time of Sale DocumentGeneral Disclosure Package, as of the Time of SaleApplicable Time, did not and, at all times subsequent thereto through the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) the Final Offering MemorandumCircular, as of the date thereof, did not, not and, at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) each such Company Additional Written Communication does not conflict with the information contained in the Time of Sale Document or the Final Offering MemorandumSupplemental Marketing Material, and when taken together with the Time of Sale DocumentGeneral Disclosure Package, did not, and, at the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except in each case that the representations and warranties set forth in this paragraph do not apply to statements or omissions made in reliance upon and in conformity with information relating to the Initial Purchaser Purchasers and furnished to the Company in writing by the Initial Purchaser Purchasers expressly for use in the Time of Sale Document General Disclosure Package or the Final Offering Memorandum Circular as set forth in Section 128(b). No injunction or order has been issued that either (i) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Offered Securities or the use of the Time of Sale Document General Disclosure Package or the Final Offering Memorandum Circular in any jurisdiction. No statement of material fact included in the Final Offering Circular has been omitted from the General Disclosure Package, and no proceeding for either such purpose statement of material fact included in the General Disclosure Package has commenced or is pending or, to been omitted from the knowledge of the Company, is contemplatedFinal Offering Circular.

No Material Misstatement or Omission. (i) The Time of Sale Document, as of the Applicable Time of Sale(as defined below), did not and, at the Closing Date (as amended or supplemented in accordance with this Agreement), will not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) the Final Offering Memorandum, as of the date thereof, did not, and, and at the Closing DateDate (as amended or supplemented in accordance with this Agreement), will not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) each such Company Additional Written Communication does not conflict with the information contained in the Time of Sale Document or the Final Offering MemorandumCommunication, and when taken together with the Time of Sale Document, as of the Applicable Time, did not, and, at the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except in each case that the representations and warranties set forth in this paragraph do not apply to statements or omissions made in reliance upon and in conformity with information relating to the Initial Purchaser Purchasers and furnished to the Company or any Guarantor in writing by or on behalf of the Initial Purchaser Purchasers expressly for use in the Time of Sale Document or the Final Offering Memorandum as set forth in Section 1213. No injunction or order has been issued that either (i) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Securities or the use of the Time of Sale Document or the Final Offering Memorandum in any jurisdiction. No statement of material fact included in the Final Offering Memorandum has been omitted from the Time of Sale Document, and no proceeding for either such purpose statement of material fact included in the Time of Sale Document has commenced or is pending orbeen omitted from the Final Offering Memorandum. “Applicable Time” means 3:15 p.m., to New York City time, on the knowledge date of the Company, is contemplatedthis Agreement.

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

No Material Misstatement or Omission. (i) The Time of Sale Document, and any amendment or supplement thereto, as of the Time of Saledate thereof and at all times subsequent thereto up to the Closing Date, did not include and does not contain any untrue statement of a material fact fact, or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) the Final Offering Memorandum, as of the date thereof, did not, and, at the Closing Date, will not include any untrue statement of a material fact omitted or omit omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iiiii) each such Company Additional Written Communication does not conflict with the information contained in the Time of Sale Document or the Final Offering Memorandum, and when taken together with at the Time time of Sale Document, did not, and, each sale of the Notes and at the Closing Date, as then amended or supplemented, if applicable, did not and will not not, contain any untrue statement of a material fact fact, or omit omitted or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except in each case provided, however, that the representations Company and warranties set forth in this paragraph do not apply Guarantors make no representation or warranty as to statements or omissions made in reliance upon and in conformity with information relating to the Initial Purchaser Purchasers and furnished to the Company in writing by the Initial Purchaser Purchasers expressly for use in the Time of Sale Document Preliminary Offering Memorandum or the Final Offering Memorandum as set forth or any amendment or supplement thereto, it being understood and agreed that the only such information furnished by the Initial Purchasers to the Company consists of the information described in Section 1212 hereof. No injunction or order has been issued that either (i) asserts that any of the Transactions transactions contemplated by the Transaction Documents (the “Transactions”) is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Securities Notes or the use of the Time of Sale Document or Document, the Final Offering Memorandum or any amendment or supplement thereto, in any jurisdiction, . No statement of material fact included in the Final Offering Memorandum has been omitted from the Time of Sale Document and no proceeding for either such purpose statement of material fact included in the Time of Sale Document that is required to be included in the Final Offering Memorandum has commenced or is pending or, to the knowledge of the Company, is contemplatedbeen omitted therefrom.

No Material Misstatement or Omission. (i) The Time of Sale Document, as of the Time of Saledate thereof, did not and, at all times subsequent thereto through the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) the Final Offering Memorandum, as of the date thereof, did not, not and, at the time of each sale of the Securities and at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) each such Company Issuers Additional Written Communication does not conflict with the information contained in the Time of Sale Document or the Final Offering MemorandumCommunication, and if any, when taken together with the Time of Sale Document, did not, and, at the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except in each case that the representations and warranties set forth in this paragraph do not apply to statements or omissions made in reliance upon and in conformity with information relating to the any Initial Purchaser and furnished to the Company Issuers in writing by the such Initial Purchaser through the Representative expressly for use in the Time of Sale Document or the Final Offering Memorandum as set forth in Section 1213. No injunction or order has been issued that either (i) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Securities or the use of the Time of Sale Document or the Final Offering Memorandum in any jurisdiction, and no proceeding for either such purpose has commenced or is pending or, to the knowledge of the Company, is contemplated.

No Material Misstatement or Omission. (i) The Time of Sale Document, as of the Time of Sale, did not and, at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) the Final Offering Memorandum, as of the date thereof, did not, and, at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) each such Company Additional Written Communication does not conflict with the information contained in the Time of Sale Document or the Final Offering Memorandum, and when taken together with the Time of Sale Document, did not, and, at the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except in each case that the representations and warranties set forth in this paragraph do not apply to statements or omissions made in reliance upon and in conformity with information relating to the any Initial Purchaser and furnished to the Company in writing by the any Initial Purchaser through the Representatives expressly for use in the Time of Sale Document or the Final Offering Memorandum as set forth in Section 1213. No injunction or order has been issued that either (i) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Securities or the use of the Time of Sale Document or the Final Offering Memorandum in any jurisdiction, and no proceeding for either such purpose has commenced or is pending or, to the knowledge of the Company, is pending or is contemplated.

No Material Misstatement or Omission. (i) The Time of Sale Document, as of the Time of Sale, did not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) the Final Offering Memorandum, as of the date thereofits date, did not, and, at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) each such Company Additional Written Communication does not conflict with the information contained in the Time of Sale Document or the Final Offering Memorandum, and when taken together with the Time of Sale Document, did not, and, at the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except in each case that the representations and warranties set forth in this paragraph do not apply to statements or omissions made in reliance upon and in conformity with information relating to the Initial Purchaser and furnished to the Company in writing by the Initial Purchaser expressly for use in the Time of Sale Document or the Final Offering Memorandum as set forth in Section 12. No injunction or order has been issued that either (i) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Securities or the use of the Time of Sale Document or the Final Offering Memorandum in any jurisdiction, and no proceeding for either such purpose has commenced or is pending or, to the knowledge of the Company, is contemplated.

No Material Misstatement or Omission. (i) The Time of Sale DocumentPreliminary Offering Memorandum, as of the Time of Saledate thereof, did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) the Final General Disclosure Package, as of the Applicable Time, did not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) the Offering Memorandum, as of the date thereof, did not, not and, at the Closing DateDate (as defined below), will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iiiiv) each such Company Additional Written Communication does not conflict with Issuer Free Writing Document (as defined below) set forth on Exhibit D(2) hereto, as of the information contained in the Time of Sale Document or the Final Offering Memorandumdate thereof, and when taken together with the Time of Sale DocumentGeneral Disclosure Package, did not, and, at the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except in each case that the . The representations and warranties set forth in this the preceding paragraph do not apply to statements in or omissions from the Preliminary Offering Memorandum, the Offering Memorandum, the General Disclosure Package, any Issuer Free Writing Document or any amendment or supplement to any of the foregoing made in reliance upon and in conformity with information relating to the Initial Purchaser and furnished in writing to the Company in writing by the or on behalf of any Initial Purchaser expressly for use in therein, it being understood and agreed that the Time only such information furnished by the Initial Purchasers as aforesaid consists of Sale Document or the Final Offering Memorandum information described as set forth such in Section 12. No injunction or order has been issued that either (i6(b) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Securities or the use of the Time of Sale Document or the Final Offering Memorandum in any jurisdiction, and no proceeding for either such purpose has commenced or is pending or, to the knowledge of the Company, is contemplatedhereof.

No Material Misstatement or Omission. (i) The Time of Sale Document, as of the Time of Sale, did not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) the Final Offering MemorandumShelf Prospectus and Prospectus Supplement, as of the date thereof, did not, and, at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iiiii) each such Company Additional Written Communication does not conflict with the information contained in the Time of Sale Document or the Final Offering MemorandumShelf Prospectus and Prospectus Supplement, and when taken together with the Time of Sale Documenttogether, did not, and, at the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except in each case that the representations and warranties set forth in this paragraph Section 4 do not apply to statements or omissions made in reliance upon and in conformity with information relating to the Initial Purchaser Investor and furnished to the Company in writing by the Initial Purchaser Investor expressly for use in the Time of Sale Document Prospectus Supplement. Any reference to the Shelf Prospectus and Prospectus Supplement shall be deemed to refer to and include all documents incorporated or the Final Offering Memorandum as set forth in Section 12deemed to be incorporated by reference therein. No injunction or order has been issued that either (i) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Securities or the use of the Time of Sale Document or the Final Offering Memorandum Shelf Prospectus and Prospectus Supplement in any jurisdictionjurisdiction outside the U.S. or inside the U.S. under the U.S. Registration Statement, and no proceeding for either such purpose has commenced or is pending or, to the knowledge of the Company, is contemplated.

No Material Misstatement or Omission. (i) The Time of Sale DocumentPreliminary Offering Memorandum, as of the Time of Saledate thereof, did not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) the Final General Disclosure Package, as of the Applicable Time, did not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iii) the Offering Memorandum, as of the date thereof, did not, not and, at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iiiiv) each such Company Additional Written Communication does not conflict with the information contained in the Time of Sale Issuer Free Writing Document (as defined below) set forth on Exhibit E or the Final Offering Memorandumused pursuant to Section 3(p) (including any electronic road show) and each Permitted General Solicitation (as defined below), and when taken together with the Time of Sale DocumentGeneral Disclosure Package, did not, and, at the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except in each case that the . The representations and warranties set forth in this the preceding paragraph do not apply to statements in or omissions from the Offering Memorandum, the General Disclosure Package, any Issuer Free Writing Document or any amendment or supplement to any of the foregoing made in reliance upon and in conformity with written information relating to the Initial Purchaser and furnished to the Company in writing by any Initial Purchaser through the Representative expressly for use therein, it being understood and agreed that the only such information furnished by the Initial Purchaser expressly for use in Purchasers as aforesaid consists of the Time of Sale Document or the Final Offering Memorandum information described as set forth such in Section 12. No injunction or order has been issued that either (i6(b) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Securities or the use of the Time of Sale Document or the Final Offering Memorandum in any jurisdiction, and no proceeding for either such purpose has commenced or is pending or, to the knowledge of the Company, is contemplatedhereof.

No Material Misstatement or Omission. (i) The Time of Sale Document, as of the Applicable Time of Sale(as defined below), did not and, at the Closing Date (as amended or supplemented in accordance with this Agreement), will not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) the Final Offering Memorandum, as of the date thereof, did not, and, and at the Closing DateDate (as amended or supplemented in accordance with this Agreement), will not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) each such Company Additional Written Communication does not conflict with the information contained in the Time of Sale Document or the Final Offering MemorandumCommunication, and when taken together with the Time of Sale Document, as of the Applicable Time, did not, and, at the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except in each case that the representations and warranties set forth in this paragraph do not apply to statements or omissions made in reliance upon and in conformity with information relating to the Initial Purchaser Purchasers and furnished to the Company or any Guarantor in writing by or on behalf of the Initial Purchaser Purchasers expressly for use in the Time of Sale Document or the Final Offering Memorandum as set forth in Section 1213. No injunction or order has been issued that either (i) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Securities or the use of the Time of Sale Document or the Final Offering Memorandum in any jurisdiction. No statement of material fact included in the Final Offering Memorandum has been omitted from the Time of Sale Document, and no proceeding for either such purpose statement of material fact included in the Time of Sale Document has commenced or is pending orbeen omitted from the Final Offering Memorandum. “Applicable Time” means 11:54 a.m., to New York City time, on the knowledge date of the Company, is contemplatedthis Agreement.

No Material Misstatement or Omission. (i) The Time of Sale Document, as of the Time of Sale, did not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) the Final Offering Memorandum, as of the date thereof, did not, and, at the Closing Date, will not not, include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) each such Company Additional Written Communication does not conflict with the information contained in the Time of Sale Document or the Final Offering Memorandum, and when taken together with the Time of Sale Document, Document did not, and, at the Closing Date, will not xxxx not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except in each case that the representations and warranties set forth in this paragraph do not apply to statements or omissions made in reliance upon and in conformity with information relating to the any Initial Purchaser and furnished to the Company in writing by the any Initial Purchaser through the Representatives expressly for use in the Time of Sale Document or the Final Offering Memorandum as set forth in Section 1213. No injunction or order has been issued that either (i) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Securities or the use of the Time of Sale Document or the Final Offering Memorandum in any jurisdiction, and no proceeding for either such purpose has commenced or is pending orand, to the knowledge of the Company, no proceeding for either such purpose has commenced, is pending or is contemplated.

No Material Misstatement or Omission. (i) The Time of Sale Document, Document as of the Time of Sale, did not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) the Final Offering Memorandum, as of the date thereof, Sale did not, and, and at the Closing Date, will not include contain any untrue statement of a material fact fact, or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iiiii) each such Company Additional Written Communication does not conflict with the information contained in the Time of Sale Document or the Final Offering MemorandumMemorandum as then amended or supplemented by the Company, and when taken together with the Time of Sale Document, did not, andif applicable, at the Closing Date, will not contain any untrue statement of a material fact fact, or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, except in each case however, that the representations and warranties set forth in this paragraph do not apply Company makes no representation or warranty with respect to statements or omissions made in reliance upon and in conformity with information relating to the Initial Purchaser and furnished to the Company in writing by the Initial Purchaser expressly for use any statement contained in the Time of Sale Document or the Final Offering Memorandum as set forth in Section 12. No injunction or order has been issued that either (i) asserts that any of reliance upon and in conformity with information concerning the Transactions is subject Initial Purchaser and furnished in writing by the Initial Purchaser to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Securities or the Company expressly for use of in the Time of Sale Document or Final Offering Memorandum, which information, for the avoidance of doubt, solely consists of (a) the fifth sentence of the sixth paragraph under the caption “Plan of Distribution” in the Preliminary Offering Memorandum and the Final Offering Memorandum, (b) the paragraph under the subheading “Stabilization” under the caption “Plan of Distribution” in the Preliminary Offering Memorandum and the Final Offering Memorandum, (c) the paragraph under the subheading “Notice to Investors in the United Kingdom” under the caption “Plan of Distribution” in the Preliminary Offering Memorandum and the Final Offering Memorandum, (d) the paragraph under the subheading “Notice to Investors in the European Union” under the caption “Plan of Distribution” in the Preliminary Offering Memorandum and the Final Offering Memorandum in any jurisdiction, and no proceeding for either such purpose has commenced or is pending or, to (e) the knowledge marketing name of the Company, is contemplatedInitial Purchaser appearing on the front and back covers of the Preliminary Offering Memorandum and the Final Offering Memorandum.

No Material Misstatement or Omission. (i) The Time of Sale Document, as of the Time of Sale, did not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) the Final Offering Memorandum, as of the date thereof, did not, not and, at the Closing Date, will not include any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iii) each such Company Additional Written Communication does not conflict in any material respect with the information contained in the Time of Sale Document or the Final Offering Memorandum, and when taken together with the Time of Sale Document, did not, and, at the Closing Date, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except in each case that the representations and warranties set forth in this paragraph do not apply to statements or omissions made in reliance upon and in conformity with information relating to the any Initial Purchaser and furnished to the Company in writing by the any Initial Purchaser through the Representative expressly for use in the Time of Sale Document or the Final Offering Memorandum as set forth in Section 1213. No injunction or order has been issued that either (i) asserts that any of the Transactions is subject to the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Securities or the use of the Time of Sale Document or the Final Offering Memorandum in any jurisdiction, and no proceeding for either such purpose has commenced or is pending or, to the knowledge of the CompanyCompany and the Guarantors, is contemplated.

No Material Misstatement or Omission. (i) The Each document, if any, filed or to be filed pursuant to the Exchange Act and incorporated by reference in the Time of Sale DocumentProspectus or the Prospectus complied or will comply when so filed in all material respects with the Exchange Act and the applicable rules and regulations of the Commission thereunder, (ii) each part of the Registration Statement, when such part became effective, did not contain, and each such part, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (iii) the Registration Statement as of the date hereof does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (iv) the Registration Statement and the Prospectus comply, and as amended or supplemented, if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission thereunder, (v) the Time of SaleSale Prospectus does not, did and at the time of each sale of the Securities in connection with the offering when the Prospectus is not include yet available to prospective purchasers and at the Closing Date (as defined in Section 4) and any Option Closing Date (as defined in Section 2), the Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (iivi) each broadly available road show, if any, when considered together with the Final Offering MemorandumTime of Sale Prospectus, as of the date thereof, did not, and, at the Closing Date, will does not include contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading, and (iiivii) each such Company Additional Written Communication the Prospectus does not conflict with the information contained in the Time of Sale Document or the Final Offering Memorandum, and when taken together with the Time of Sale Document, did not, contain and, at the Closing Dateas amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except in each case that the representations and warranties set forth in this paragraph do not apply to (A) statements or omissions made in reliance the Registration Statement, the Time of Sale Prospectus, broadly available road show materials or the Prospectus based upon and in conformity with information relating to the Initial Purchaser and any Underwriter furnished to the Company in writing by such Underwriter through the Initial Purchaser Manager expressly for use therein or (B) that part of the Registration Statement that constitutes the Statement of Eligibility (Form T-1) under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), of the Trustee. For purposes of this Agreement, the only information furnished to the Company by any Underwriter through the Manager is the information in the Time of Sale Document or first sentence in the Final Offering Memorandum as set forth third paragraph in Section 12. No injunction or order has been issued that either (i) asserts that any of the Transactions is subject to Prospectus under the registration requirements of the Securities Act or (ii) would prevent or suspend the issuance or sale of any of the Securities or the use of the Time of Sale Document or the Final Offering Memorandum in any jurisdiction, and no proceeding for either such purpose has commenced or is pending or, to the knowledge of the Company, is contemplatedheading “Underwriting.”