Common use of Short Sales and Confidentiality Prior To The Date Hereof Clause in Contracts

Short Sales and Confidentiality Prior To The Date Hereof. Other than the transaction contemplated hereunder, Purchaser has not directly or indirectly, nor has any person acting on behalf of or pursuant to any understanding with Purchaser, executed any disposition, including Short Sales (as such term is defined in Rule 200 of Regulation SHO under the Exchange Act), in the securities of the Company during the period commencing from the time that Purchaser first received written or oral notice of this Offering from the Company or any other person setting forth the material terms of the transactions contemplated hereunder or this Agreement until the date hereof (“Discussion Time”). Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of Purchaser’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. Other than to other persons party to this Agreement, Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction).

Short Sales and Confidentiality Prior To The Date Hereof. Other than the transaction contemplated hereunder, such Purchaser has not directly or indirectly, nor has any person Person acting on behalf of or pursuant to any understanding with such Purchaser, executed any disposition, including Short Sales (as such term is defined in Rule 200 but not including the location and/or reservation of Regulation SHO under the Exchange Actborrowable shares of Common Stock), in the securities of the Company during the period commencing from the time that such Purchaser first received written or oral notice of this Offering a term sheet from the Company or any other person Person setting forth the material terms of the transactions contemplated hereunder or this Agreement until the date hereof (“Discussion Time”). Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s 's assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s 's assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. Other than to other persons Persons party to this Agreement, such Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction).

Short Sales and Confidentiality Prior To The Date Hereof. Other than the transaction contemplated hereunder, Purchaser has not directly or indirectly, nor has any person acting on behalf of or pursuant to any understanding with Purchaser, executed any disposition, including Short Sales (as such term is defined in Rule 200 of Regulation SHO under the Exchange Act), in the securities of the Company during the period commencing from the time that Purchaser first received written or oral notice of this Offering from the Company or any other person setting forth the material terms of the transactions contemplated hereunder or this Agreement until the date hereof (“Discussion Time”). Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of Purchaser’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. Other than to other persons a party to this Agreement, Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction).

Short Sales and Confidentiality Prior To The Date Hereof. Other than the transaction contemplated hereunder, such Purchaser has not directly or indirectly, nor has any person Person acting on behalf of or pursuant to any understanding with such Purchaser, executed any disposition, including Short Sales (as such term is defined in Rule 200 but not including the location and/or reservation of Regulation SHO under the Exchange Actborrowable shares of Common Stock), in the securities of the Company during the period commencing from the time that such Purchaser first received written or oral notice of this Offering a term sheet from the Company or any other person Person setting forth the material terms of the transactions contemplated hereunder or this Agreement until the date hereof (“Discussion Time”). Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. Other than to other persons Persons party to this Agreement, such Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction).

Short Sales and Confidentiality Prior To The Date Hereof. Other than the transaction contemplated hereunder, such Purchaser has not directly or indirectly, nor has any person Person acting on behalf of or pursuant to any understanding with such Purchaser, executed any disposition, including Short Sales short sales (as such term is defined in Rule rule 200 of Regulation SHO under the Exchange Act), in the securities of the Company during the period commencing from the time that such Purchaser first received a term sheet (written or oral notice of this Offering oral) from the Company or any other person Person setting forth the material terms of the transactions contemplated hereunder or this Agreement until the date hereof (“Discussion Time”). Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. Other than to other persons Persons party to this Agreement, such Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction).

Short Sales and Confidentiality Prior To The Date Hereof. Other than consummating the transaction transactions contemplated hereunder, such Purchaser has not directly or indirectly, nor has any person Person acting on behalf of or pursuant to any understanding with such Purchaser, executed any dispositionpurchases or sales, including Short Sales (as such term is defined in Rule 200 Sales, of Regulation SHO under the Exchange Act), in the securities of the Company during the period commencing from the time that such Purchaser first received a term sheet (written or oral notice of this Offering oral) from the Company or any other person Person representing the Company setting forth the material terms of the transactions contemplated hereunder or this Agreement until the date hereof (such period, the “Discussion Time”). Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s 's assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s 's assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. Other than to other persons Persons party to this Agreement, such Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction).

Short Sales and Confidentiality Prior To The Date Hereof. Other than the transaction contemplated hereunder, Purchaser has not directly or indirectly, nor has any person acting on behalf of or pursuant to any understanding with Purchaser, executed any disposition, including Short Sales (as such term is defined in Rule 200 of Regulation SHO under the Exchange Act), in the securities of the Company during the period commencing from the time that Purchaser first received a term sheet (written or oral notice of this Offering oral) from the Company or any other person setting forth the material terms of the transactions contemplated hereunder or this Agreement until the date hereof (“"Discussion Time”"). Notwithstanding the foregoing, in the case of a Purchaser that is a multi-multi- managed investment vehicle whereby separate portfolio managers manage separate portions of Purchaser’s 's assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of Purchaser’s 's assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities Shares covered by this Agreement. Other than to other persons party to this Agreement, Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction).

Short Sales and Confidentiality Prior To The Date Hereof. Other than consummating the transaction transactions contemplated hereunder, Purchaser such Investor has not directly or indirectlynot, nor has any person Person acting on behalf of or pursuant to any understanding with Purchasersuch Investor, directly or indirectly executed any dispositionpurchases or sales, including Short Sales (“short sales” as such term is defined in Rule 200 of Regulation SHO under the Exchange Act), in of the securities of the Company during the period commencing from the time that Purchaser such Investor first received a term sheet (written or oral notice of this Offering oral) from the Company or any other person Person representing the Company setting forth the material terms of the transactions contemplated hereunder or this Agreement until the date hereof (“Discussion Time”). Notwithstanding the foregoing, in the case of a Purchaser an Investor that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of Purchasersuch Investor’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of Purchasersuch Investor’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. Other than to other persons Persons party to this AgreementAgreement or to an Investor’s managers, Purchaser general partner, management companies or employees or other service providers thereof who are subject to customary confidentiality restrictions, such Investor has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction).

Short Sales and Confidentiality Prior To The Date Hereof. Other than the transaction contemplated hereunder, the Purchaser has not directly or indirectly, nor has any person Person acting on behalf of or pursuant to any understanding with the Purchaser, executed any disposition, including Short Sales (as such term is defined in Rule 200 but not including the location and/or reservation of Regulation SHO under the Exchange Actborrowable shares of Company Common Stock), in the securities of the Company during the period commencing from the time that the Purchaser first received written or oral notice of this Offering a term sheet from the Company or any other person Person setting forth the material terms of the transactions contemplated hereunder or this Agreement until the date hereof (“Discussion Time”). Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of the Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of the Purchaser’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. Other than to other persons Persons party to this Agreement, such Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction).

Short Sales and Confidentiality Prior To The Date Hereof. Other than the transaction contemplated hereunder, such Purchaser has not directly or indirectly, nor has any person Person acting on behalf of or pursuant to any understanding with such Purchaser, executed any disposition, including Short Sales short sales (as such term is defined in Rule rule 200 of Regulation SHO under the Exchange Act), in the securities of the Company during the period commencing from the time that such Purchaser first received a term sheet (written or oral notice of this Offering oral) from the Company or any other person Person setting forth the material terms of the transactions contemplated hereunder or this Agreement until the date hereof (“"Discussion Time”"). Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s 's assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s 's assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. Other than to other persons Persons party to this Agreement, such Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction).

Short Sales and Confidentiality Prior To The Date Hereof. Other than the transaction contemplated hereunder, such Purchaser has not directly or indirectly, nor has any person Person acting on behalf of or pursuant to any understanding with such Purchaser, executed any disposition, including Short Sales (as such term is defined in Rule 200 but not including the location and/or reservation of Regulation SHO under the Exchange Actborrowable shares of Common Stock), in the securities of the Company during the period commencing from the time that such Purchaser first received written or oral notice of this Offering a term sheet from the Company or any other person Person setting forth the material terms of the transactions contemplated hereunder or this Agreement until the date hereof (“Discussion Time”). Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s 's assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s 's assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities Debentures covered by this Agreement. Other than to other persons Persons party to this Agreement, such Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction).

Short Sales and Confidentiality Prior To The Date Hereof. Other than consummating the transaction transactions contemplated hereunder, such Purchaser has not directly or indirectlynot, nor has any person Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed any dispositiontransaction, including Short Sales (as such term is defined in Rule 200 of Regulation SHO under the Exchange Act)Sales, in the securities of the Company during the period commencing from the time that such Purchaser was first contacted by the Company regarding, or received a term sheet (written or oral notice of this Offering oral) from the Company or any other person Person representing the Company setting forth forth, the material terms of the transactions contemplated hereunder or this Agreement until the date hereof (“Discussion Time”). Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s 's assets and the portfolio managers have no direct or indirect knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s 's assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. Other than to other persons Persons party to this Agreement, such Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction).

Short Sales and Confidentiality Prior To The Date Hereof. Other than the transaction contemplated hereunder, such Purchaser has not directly or indirectly, nor has any person Person acting on behalf of or pursuant to any understanding with such Purchaser, executed any disposition, including Short Sales short sales (as such term is defined in Rule rule 200 of Regulation SHO under the Exchange Act), in the securities of the Company during the period commencing from the time that such Purchaser first received a term sheet (written or oral notice of this Offering oral) from the Company or any other person Person setting forth the material terms of the transactions contemplated hereunder or this Agreement until the date hereof (“"Discussion Time”"). Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. Other than to other persons Persons party to this Agreement, such Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction).

Short Sales and Confidentiality Prior To The Date Hereof. Other than consummating the transaction transactions contemplated hereunder, such Purchaser has not directly or indirectly, nor has any person or entity acting on behalf of or pursuant to any understanding with such Purchaser, executed any dispositionpurchases or sales, including Short Sales (short sales as such term is defined in Rule 200 of Regulation SHO under the Exchange ActAct (“Short Sales”), in of the securities of the Company during the period commencing from the time that such Purchaser first received written or oral notice learned of this Offering from the Company or any other person setting forth the material terms of the transactions contemplated hereunder this offering (whether by written or this Agreement oral communication) until the date hereof (“Discussion Time”). Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities securities covered by this Agreement. Other than to other persons party to this Agreement, such Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction). Notwithstanding the foregoing, for avoidance of doubt, nothing contained herein shall constitute a representation or warranty, or preclude any actions, with respect to the identification of the availability of, or securing of, available shares to borrow in order to effect short sales or similar transactions in the future.

Short Sales and Confidentiality Prior To The Date Hereof. Other than the transaction contemplated hereunder, Purchaser has not directly or indirectly, nor has any person acting on behalf of or pursuant to any understanding with Purchaser, executed any disposition, including Short Sales (as such term is defined in Rule 200 of Regulation SHO under the Exchange Act), in the securities of the Company during the period commencing from the time that Purchaser first received a term sheet (written or oral notice of this Offering oral) from the Company or any other person setting forth the material terms of the transactions contemplated hereunder or this Agreement until the date hereof (“Discussion Time”). Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of Purchaser’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. Other than to other persons party to this Agreement, Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction).

Short Sales and Confidentiality Prior To The Date Hereof. Other than the transaction contemplated hereunder, such Purchaser has not directly or indirectly, nor has any person Person acting on behalf of or pursuant to any understanding with such Purchaser, executed any disposition, including Short Sales short sales (as such term is defined in Rule rule 200 of Regulation SHO under the Exchange Act), in the securities of the Company during the period commencing from the time that such Purchaser first received a term sheet (written or oral notice of this Offering oral) from the Company or any other person Person setting forth the material terms of the transactions contemplated hereunder or this Agreement until the date hereof (“Discussion Time”)hereof. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. Other than to other persons Persons party to this Agreement, such Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction).