Obbligazione Air Leasing Corp 6% ( US00912XBQ60 ) in USD

Air Leasing Corp

98.485 USD ▼

Stati Uniti

US00912XBQ60 ( in USD )

6% per anno ( pagato 2 volte l'anno)

perpetue

Prospetto opuscolo dell'obbligazione Air Lease Corp US00912XBQ60 en USD 6%, scadenza perpetue

1 000 USD

300 000 000 USD

00912XBQ6

BB+ ( Non-investment grade speculative )

15/03/2026 ( In 40 giorni )

Air Lease Corporation è una società di leasing di aeromobili con sede a Los Angeles, California, che opera a livello globale fornendo aeromobili a compagnie aeree in tutto il mondo.

The Obbligazione issued by Air Leasing Corp ( United States ) , in USD, with the ISIN code US00912XBQ60, pays a coupon of 6% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is perpetue
The Obbligazione issued by Air Leasing Corp ( United States ) , in USD, with the ISIN code US00912XBQ60, was rated BB+ ( Non-investment grade speculative ) by Standard & Poor's ( S&P ) credit rating agency.

EX-1.1 2 d896743dex11.htm EX-1.1
Exhibit 1.1
Execution Version
AIR LEASE CORPORATION
300,000 shares of 6.000% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock,
Series D ($0.01 par value per share, liquidation preference $1,000.00 per share)
Underwriting Agreement
September 17, 2024
Mizuho Securities USA LLC,
BMO Capital Markets Corp.,
BofA Securities, Inc.,
J.P. Morgan Securities LLC,
RBC Capital Markets, LLC,
Wells Fargo Securities, LLC,
and the other several
Underwriters named in Schedule 1
to this Underwriting Agreement
c/o Mizuho Securities USA LLC
1271 Avenue of the Americas
New York, New York 10020
c/o BMO Capital Markets Corp.
151 West 42nd Street
New York, New York 10036
c/o BofA Securities, Inc.
One Bryant Park
New York, New York 10036
c/o J.P. Morgan Securities LLC
383 Madison Avenue
New York, New York 10179
c/o RBC Capital Markets, LLC
Brookfield Place
200 Vesey Street, 8th Floor
New York, New York 10281
and
c/ o Wells Fargo Securities, LLC
550 South Tryon Street
Charlotte, North Carolina 28202

Ladies and Gentlemen:
Air Lease Corporation, a Delaware corporation (the "Company"), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto
(the "Underwriters"), for whom you are acting as representatives (the "Representatives"), 300,000 shares of 6.000% Fixed-Rate Reset Non-Cumulative
Perpetual Preferred Stock, Series D of the Company, $0.01 par value per share, with a liquidation preference of $1,000.00 per share of the Company (the
"Shares").
The rights, powers and preferences of the Shares are set forth in the certificate of designations relating to the Shares to be filed with the Secretary
of State of the State of Delaware on or prior to the Closing Date (as defined below) (the "Certificate of Designations").
The Company hereby confirms its agreement with the several Underwriters concerning the purchase and sale of the Shares, as follows:
1. Registration Statement. An automatic shelf registration statement on Form S-3 (File No. 333-279151), including a prospectus (the prospectus
filed as part of such registration statement is hereinafter referred to as the "Base Prospectus") relating to the Shares, has been filed with the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), and the rules and regulations of the
Commission promulgated thereunder, and has become effective under the Securities Act. Such registration statement, as amended, including any
prospectus supplement relating to the Shares filed with the Commission pursuant to Rule 424 under the Securities Act and any other information
deemed to be part of such registration statement pursuant to Rule 430B under the Securities Act, is hereinafter referred to as the "Registration
Statement." The Base Prospectus, as supplemented by the prospectus supplement dated September 17, 2024 to reflect the final terms of the Shares and
the offering thereof, as filed with the Commission pursuant to Rule 424 under the Securities Act, is hereinafter referred to as the "Prospectus." The Base
Prospectus, as supplemented by any preliminary prospectus supplement to the Base Prospectus which describes the Shares and the offering thereof, as
filed with the Commission pursuant to Rule 424 under the Securities Act, is hereinafter referred to as the "Preliminary Prospectus." Any reference
herein to the Registration Statement, the Preliminary Prospectus, or the Prospectus shall be deemed to refer to and include the documents that were filed
by the Company on or prior to the respective dates thereof under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules
and regulations of the Commission promulgated thereunder, and incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities
Act, as of the effective date of the Registration Statement, or the date of the Preliminary Prospectus or the Prospectus, as the case may be; and any
reference herein to the terms "amend," "amendment" or "supplement" with respect to the Registration Statement, a Preliminary Prospectus, or the
Prospectus shall be deemed to refer to and include any post-effective amendment thereto and the filing of any document under the Exchange Act
deemed to be incorporated therein by reference after the respective dates thereof.
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At or prior to the time when sales of the Shares were first made (the "Time of Sale"), the Company had prepared the following information
(collectively, the "Time of Sale Information"): the Preliminary Prospectus and each "free writing prospectus" (as defined pursuant to Rule 405 under the
Securities Act) listed on Annex A hereto as constituting part of the Time of Sale Information.
2. Purchase by the Underwriters of the Shares.
(a) The Company agrees to issue and sell the Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis
of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to
purchase at a price per share of $987.50 from the Company the respective number of Shares set forth opposite such Underwriter's name in Schedule 1
hereto. The Company will not be obligated to deliver any of the Shares except upon payment for all the Shares to be purchased as provided herein.
(b) The Company understands that the Underwriters intend to make a public offering of the Shares as soon after the effectiveness of this
Agreement as in the judgment of the Representatives is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Company
acknowledges and agrees that the Underwriters may offer and sell Shares to or through any affiliate of an Underwriter and that any such affiliate may
offer and sell Shares purchased by it to or through any Underwriter, provided that any such affiliate complies with the terms of this Agreement.
(c) Payment for and delivery of the Shares will be made at the offices of Simpson Thacher & Bartlett LLP at 10:00 A.M., New York City time, on
September 24, 2024, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives
and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "Closing Date."
(d) Payment for the Shares shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the
Representatives against delivery to the nominee of The Depository Trust Company ("DTC"), for the respective accounts of the Underwriters, of the
Shares to be purchased on such date, with any transfer taxes payable in connection with the sale of the Shares to the Underwriters duly paid by the
Company. The Shares to be so delivered shall be delivered through the facilities of DTC.
(e) The Company acknowledges and agrees that each Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the
Company with respect to the offering of the Shares contemplated hereby (including, in connection with determining the terms of the offering) and not as
a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other
Underwriter is advising the Company or any other person
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as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such
matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the
Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the
transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not
be on behalf of the Company.
3. Representations and Warranties of the Company. The Company represents and warrants to the Underwriters that:
(a) Time of Sale Information. The Time of Sale Information, at the Time of Sale, did not contain any untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
provided that the Company makes no representation or warranty with respect to any statements or omissions made in reliance upon and in conformity
with the Underwriter Information (as defined below).
(b) Issuer Free Writing Prospectus. The Company (including its agents and representatives, other than the Underwriters in their capacity as such)
has not prepared, made, used, authorized, approved or referred to, and will not prepare, make, use, authorize, approve or refer to any "written
communication" (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Shares (each such
communication by the Company or its agents and representatives (other than a communication referred to in clauses (i), (ii) and (iii) below) an "Issuer
Free Writing Prospectus") other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Securities Act or Rule 134
under the Securities Act, (ii) the Preliminary Prospectus, (iii) the Prospectus, (iv) the documents listed on Annex A hereto and (v) any electronic road
show or other written communications, in each case approved in writing in advance by the Representatives, which approval shall not be unreasonably
withheld. Each such Issuer Free Writing Prospectus complied in all material respects with the Securities Act, has been or will be (within the time period
specified in Rule 433 under the Securities Act) filed in accordance with the Securities Act (to the extent required thereby) and, when taken together with
the Time of Sale Information, did not at the Time of Sale 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; provided that the Company makes
no representation and warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus in reliance upon and in
conformity with the Underwriter Information.
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(c) Registration Statement and Prospectus. The Registration Statement is an "automatic shelf registration statement" as defined under Rule 405 of
the Securities Act that has been filed with the Commission not earlier than three years prior to the date hereof; and no notice of objection of the
Commission to the use of such Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Securities Act has
been received by the Company. No order suspending the effectiveness of the Registration Statement has been issued by the Commission and no
proceeding for that purpose or pursuant to Section 8A of the Securities Act against the Company has been initiated or threatened by the Commission; as
of the applicable effective date of the Registration Statement and any amendment thereto, the Registration Statement complied and will comply in all
material respects with the Securities Act, and did not and 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; and as of the date of the Prospectus and any amendment or supplement
thereto and as of the Closing Date, the Prospectus 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 that the representations and
warranties set forth in this paragraph do not apply to (x) statements or omissions in the Time of Sale Information, the Registration Statement or the
Prospectus made in reliance upon and in conformity with the Underwriter Information and (y) that part of the Registration Statement that constitutes the
Statement of Eligibility (Form T-1) of the Trustee under the Trust Indenture Act of 1939, as amended.
(d) Financial Statements. The financial statements and the related notes thereto included or incorporated by reference in each of the Time of Sale
Information, the Registration Statement and the Prospectus comply as to form with the accounting requirements of the Securities Act and the Exchange
Act, as applicable, and present fairly in all material respects the financial position of the Company and its consolidated subsidiaries as of the dates
indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in
conformity with generally accepted accounting principles in the United States ("GAAP") applied on a consistent basis throughout the periods covered
thereby; and the other financial information of the Company included or incorporated by reference in each of the Time of Sale Information and the
Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries and presents fairly in all material respects the
information shown thereby.
(e) No Material Adverse Change. Since the date of the most recent financial statements of the Company included or incorporated by reference in
each of the Time of Sale Information, the Registration Statement and the Prospectus, (i) there has not been any material adverse change in or affecting
the business, financial position or results of operations of the Company and its subsidiaries taken as a whole ("Material Adverse Change"); and
(ii) neither the Company nor any of its subsidiaries has entered into any transaction or agreement, except for transactions or agreements entered into in
the ordinary course of business, that is material to the Company and its subsidiaries taken as a whole; except, in each case of clauses (i) and (ii), as
otherwise disclosed in or contemplated by each of the Time of Sale Information, the Registration Statement and the Prospectus.
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(f) Organization and Good Standing. The Company and each of its "significant subsidiaries" (as such term is defined in Rule 1-02(w) of
Regulation S-X), if any (each a "Significant Subsidiary" and, collectively, the "Significant Subsidiaries"), have been duly organized and are validly
existing and (i) with respect to entities organized in the United States, in good standing under the laws of their respective jurisdictions of organization
and (ii) with respect to any entity organized in Ireland, no steps have been taken or are being taken to appoint a receiver, examiner or liquidator over it or
to wind it up, and are duly qualified to do business and are in good standing in each jurisdiction in which their respective ownership or lease of property
or the conduct of their respective businesses requires such qualification, and have all corporate or limited liability company power and authority
necessary to own or hold their respective properties and to conduct the businesses in which they are engaged, except where the failure to be so qualified
or in good standing or have such corporate or limited liability company power or authority would not, individually or in the aggregate, reasonably be
expected to (i) have a material adverse effect on the business, financial position, results of operations or prospects of the Company and its subsidiaries
taken as a whole or (ii) prevent or materially interfere with the performance by the Company of its obligations under this Agreement and the Shares (a
"Material Adverse Effect").
(g) Capitalization. The Company had, as of the date set forth therein, the authorized shares of capital stock and the issued and outstanding shares
of capital stock as set forth in each of the Registration Statement, Time of Sale Information and the Prospectus under the heading "Capitalization"; and
all the outstanding shares of capital stock or other equity interests of each Significant Subsidiary owned, directly or indirectly, by the Company have
been duly and validly authorized and issued, are fully paid and non-assessable and except as otherwise disclosed in or contemplated by each of the Time
of Sale Information, the Registration Statement and the Prospectus or except pursuant to the terms and conditions of any and all debt agreements to
which the Company and any such Significant Subsidiary is a party or which are entered into in the ordinary course in connection with the purchase or
refinancing of aircraft, are owned directly or indirectly by the Company, free and clear of any lien, charge, encumbrance, security interest, restriction on
voting or transfer or any other claim of any third party.
(h) Authorization of Agreement and the Shares. This Agreement has been duly authorized, executed and delivered by the Company. The Shares
have been duly authorized by the Company, and, when the Shares are issued, delivered and paid for as provided herein, the Shares (i) will be validly
issued, fully paid and non-assessable and (ii) will have the rights, powers, preferences and designations set forth in the Certificate of Designations. The
issuance of the Shares is not subject to any preemptive or similar rights that have not been validly waived. Except as disclosed in the Time of Sale
Information, the Registration Statement and the Prospectus, there are no limitations on the ability of the Company to make distributions in respect of or
to redeem the Shares. The Shares conform, in all material respects, to the description of the Shares contained in the Time of Sale Information.
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(i) No Violation or Default. Neither (i) the Company nor any of its Significant Subsidiaries is in violation of its respective charter or bylaws or
similar organizational documents; (ii) the Company nor any of its subsidiaries is in default, and no event has occurred that, with notice or lapse of time
or both, would constitute a default, in the due performance or observance of any term, covenant or condition contained in any indenture, mortgage, deed
of trust, loan agreement or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of
its subsidiaries is bound or to which any property or assets of the Company or any of its subsidiaries is subject; or (iii) the Company nor any of its
subsidiaries is in violation of any law or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory
authority, except, in the case of clauses (ii) and (iii) above, for any such default or violation that would not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect.
(j) No Conflicts. The execution, delivery and performance by the Company of this Agreement, the issuance and sale of the Shares and the
consummation by the Company of the transactions contemplated hereby and thereby will not (i) conflict with or result in a breach or violation of any of
the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or
assets of the Company or any of its subsidiaries pursuant to, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to
which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or to which any of the property or
assets of the Company or any of its subsidiaries is subject, (ii) result in any violation of the provisions of the charter or bylaws or similar organizational
documents of the Company or any of its Significant Subsidiaries or (iii) result in the violation of any law or statute or any judgment, order, rule or
regulation of any court or arbitrator or governmental or regulatory authority applicable to the Company or any of its subsidiaries, except, in the case of
clauses (i) and (iii) above, for any such conflict, breach, violation, default, lien, charge or encumbrance that would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.
(k) No Consents Required. No consent, approval, authorization, order, registration or qualification of or with any court or arbitrator or
governmental or regulatory authority is required for the execution, delivery and performance by the Company of this Agreement, the issuance and sale
of the Shares and the consummation by the Company of the transactions contemplated hereby and thereby, except for the registration of the Shares
under the Securities Act, the filing of the Certificate of Designations with the Secretary of State of the State of Delaware and such consents, approvals,
authorizations, orders and registrations or qualifications as have been obtained or may be required under (i) applicable securities laws of any state,
(ii) applicable securities laws of any non-U.S. jurisdiction or (iii) the rules of the Financial Industry Regulatory Authority ("FINRA") in connection with
the offer and sale of the Shares.
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(l) Legal Proceedings. Except as disclosed in each of the Time of Sale Information, the Registration Statement and the Prospectus, (i) there are no
legal, governmental or regulatory investigations, actions, suits or proceedings pending to which the Company or any of its subsidiaries is a party or to
which any property of the Company or any of its subsidiaries is subject that, individually or in the aggregate, if determined adversely to the Company or
any of its subsidiaries, would reasonably be expected to have a Material Adverse Effect, and (ii) to the knowledge of the Company, no such
investigations, actions, suits or proceedings are threatened or contemplated by any governmental or regulatory authority or threatened by others that, if
determined adversely to the Company or any of its subsidiaries, would reasonably be expected to have a Material Adverse Effect.
(m) Independent Accountants. KPMG LLP, who have audited certain financial statements of the Company and its subsidiaries included in the
Time of Sale Information, the Registration Statement and the Prospectus is an independent registered public accounting firm with respect to the
Company and its subsidiaries within the applicable rules and regulations adopted by the Commission and the Public Company Accounting Oversight
Board (United States) and as required by the Securities Act.
(n) Investment Company Act. The Company is not and, after giving effect to the offering and sale of the Shares and the application of the proceeds
thereof as disclosed in the Time of Sale Information, the Registration Statement and the Prospectus, will not be an "investment company" within the
meaning of the Investment Company Act of 1940, as amended, and the rules and regulations of the Commission thereunder (collectively, the
"Investment Company Act").
(o) Taxes. Except where the failure to pay or file would not reasonably be expected to have a Material Adverse Effect and except for such taxes, if
any, as are being contested in good faith and as to which adequate reserves have been established by the Company, the Company and its subsidiaries
have paid all federal, state, local and foreign taxes and filed all tax returns required to be paid or filed through the date hereof (after considering any
applicable extension). The charges, accruals and reserves on the books of the Company in respect of any income and corporation tax liability for any
years not finally determined are, to the Company's knowledge, adequate to meet any assessments or re-assessments for additional income tax for any
years not finally determined, except to the extent of any inadequacy that would not, individually or in the aggregate, result in a Material Adverse Effect.
(p) Licenses and Permits. The Company and its subsidiaries possess all licenses, certificates, permits and other authorizations issued by, and have
made all declarations and filings with, the appropriate federal, state, local or foreign governmental or regulatory authorities that are necessary for the
ownership or lease of their respective properties or the conduct of their respective businesses as disclosed in each of the Time of Sale Information, the
Registration Statement and the Prospectus, except where the failure to possess or make the same would not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect. Except as disclosed in each of the Time of Sale Information, the Registration Statement and the
Prospectus, neither the Company nor any of its subsidiaries has received written, or to the knowledge of the Company, other notice of any revocation or
modification of any such license, certificate, permit or authorization except such revocation or modification as would not reasonably be expected to have
a Material Adverse Effect.
8

(q) Disclosure Controls. The Company and its subsidiaries maintain a system of "disclosure controls and procedures," as defined in Rule
13a-15(e) promulgated under the Exchange Act, that complies with the requirements of the Exchange Act and that has been designed to ensure that
information required to be disclosed by the Company in reports that it will file or submit under the Exchange Act is recorded, processed, summarized
and reported within the time periods specified in the Commission's rules and forms, including controls and procedures designed to ensure that such
information is accumulated and communicated to the Company's management as appropriate to allow timely decisions regarding required disclosure.
(r) Accounting Controls. The Company and its subsidiaries maintain systems of "internal control over financial reporting" (as defined in Rule
13a-15(f) of the Exchange Act) that comply in all material respects with the requirements of the Exchange Act and have been designed by, or under the
supervision of, their respective principal executive and principal financial officers, or persons performing similar functions, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP,
including, but not limited to, a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in
accordance with management's general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial
statements in conformity with GAAP and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management's
general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and
appropriate action is taken with respect to any differences. Except as disclosed in each of the Time of Sale Information, the Registration Statement and
the Prospectus, the Company is not aware of any material weaknesses in the Company's internal controls over financial reporting.
(s) No Unlawful Payments. Neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any director, officer, agent,
employee or other person authorized to act on behalf of the Company or any of its subsidiaries has (i) used any corporate funds for any unlawful
contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign
or domestic government official or employee from corporate funds; (iii) made any bribe, unlawful rebate, payoff, influence payment, kickback or other
unlawful payment or (iv) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977 or the Bribery Act 2010 of the United
Kingdom, each as may be amended, or the rules or regulations thereunder, and the Company and its subsidiaries have instituted and maintain policies
and procedures designed to ensure compliance therewith.
9

(t) Compliance with Money Laundering Laws. The operations of the Company and its subsidiaries are and have been conducted at all times in
material compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of
1970, as amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or
guidelines, issued, administered or enforced by any governmental agency (collectively, the "Money Laundering Laws") and no action, suit or
proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any of its subsidiaries with
respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened.
(u) Compliance with OFAC. None of the Company, any of its subsidiaries or, to the knowledge of the Company, any director, officer, agent,
employee or affiliate of the Company or any of its subsidiaries (i) is, or is controlled by, an individual or entity that is currently subject to any sanctions
administered or enforced by the United States (including any administered by the Office of Foreign Assets Control of the U.S. Department of the
Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce) (collectively, "Sanctions" and such
persons, "Sanctioned Persons" and each such person, a "Sanctioned Person"), (ii) is operating, organized or resident in a country or territory that is, or
whose government is, the subject of countrywide Sanctions that broadly prohibit dealings with that country or territory (collectively, "Sanctioned
Countries" and each, a "Sanctioned Country") or (iii) will, directly or indirectly use the proceeds of the offering of the Shares hereunder, or lend,
contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other person or entity in any manner that would result in
a violation of any Sanctions by, or would result in the imposition of Sanctions against, any individual or entity (including any individual or entity
participating in the offering, whether as underwriter, advisor, investor or otherwise).
(v) No Restrictions on Subsidiaries. Except (i) pursuant to the terms and conditions of any and all debt agreements to which the Company or any
of its subsidiaries is a party or which are entered into in the ordinary course or (ii) as disclosed in or contemplated by each of the Time of Sale
Information, the Registration Statement and the Prospectus, no subsidiary of the Company is currently prohibited, directly or indirectly, under any
agreement or other instrument to which it is a party or is subject, from paying any dividends to the Company, from making any other distribution on
such subsidiary's capital stock or similar ownership interest, from repaying to the Company any loans or advances to such subsidiary from the Company
or from transferring any of such subsidiary's properties or assets to the Company or any other subsidiary of the Company.
(w) No Stabilization. The Company has not taken, directly or indirectly, any action designed to or that would reasonably be expected to cause or
result in any stabilization or manipulation of the price of the Shares or that would result in a violation of Regulation M under the Exchange Act.
10