As of the date hereof, the representations and warranties set forth in the Distribution Agreements are true and correct to the extent set forth therein, and incorporated by reference in their entirety herein. With respect to each Closing, as of each Applicable Time (as defined in the Distribution Agreements) with respect to each sale that occurred during the calendar quarter from which the number of Shares to be sold at such Closing was calculated, the representations and warranties set forth in the Distribution Agreements were true and correct to the extent set forth therein, subject to any waivers or exceptions agreed to on or before such sale by the Agent (as defined in the Distribution Agreements) selling such shares.